Bank Act (S.C. 1991, c. 46)

Marginal note:Requisitioned meeting

• 153. (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a bank that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

• Marginal note:Requisitioned meeting — members

  (1.1) At least two members entitled to vote at a meeting of a federal credit union that is sought to be held, or one per cent of the total number of members entitled to vote at a meeting of a federal credit union that is sought to be held, whichever is greater, may requisition the directors to call a meeting of members, or of members and shareholders, for the purposes stated in the requisition.

• Marginal note:Form

  (2) The requisition

  • (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the bank; and

  • (b) may consist of several documents of like form, each signed by one or more shareholders or members, as the case may be.

• Marginal note:Directors calling meeting

  (3) On receipt of the requisition, the directors must call a meeting of shareholders or members, as the case may be, to transact the business stated in the requisition, unless

  • (a) a record date has been fixed under paragraph 137(5)(c) and notice of it has been given under subsection 137(7);

  • (b) the directors have called a meeting of shareholders or members, as the case may be, and have given the notice required by section 138; or

  • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 143(5)(b) to (e) or 144.1(8)(b) to (e).

• Marginal note:Power of others to call meeting

  (4) If the directors do not call a meeting within 21 days after receiving the requisition, any person who signed the requisition may call the meeting.

• Marginal note:Procedure

  (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.

• Marginal note:Reimbursement

  (6) Unless the shareholders or members, as the case may be, otherwise resolve at a meeting called under subsection (4), the bank must reimburse the shareholders or members for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

Marginal note:Court may order meeting to be called

• 154. (1) A court may, on the application of a director of a bank, a person who is entitled to vote at a meeting of shareholders or members of a bank or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if

  • (a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;

  • (b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or

  • (c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.

• Marginal note:Varying quorum

  (2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

• Marginal note:Valid meeting

  (3) A meeting called, held and conducted under this section is for all purposes a meeting of shareholders or members, as the case may be, of the bank duly called, held and conducted.