Marginal note:Lost or stolen security
140 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of the owner’s adverse claim within a reasonable time after the owner knows of the loss, destruction or taking, then, if the issuer has registered a transfer of the security before receiving the notice, the owner is precluded from asserting against the issuer any claim to a new security.
Marginal note:Duty to issue new security
(2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner
Marginal note:Duty to register transfer
(3) If, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in over-issue in respect of which section 104 applies.
Marginal note:Right of issuer to recover
(4) In addition to the rights that an issuer has by reason of an indemnity bond, the issuer may recover the new security issued under subsection (2) from the person to whom it was issued or any person taking under that person other than a bona fide purchaser.
Marginal note:Authenticating agent’s duty
141 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer,
(a) a duty to the issuer to exercise good faith and reasonable diligence; and
(b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.
Marginal note:Notice to agent
142 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent.
PART VIICorporate Governance
Members and Shareholders
Marginal note:Place of meetings
143 (1) Meetings of members or shareholders of the association shall be held at the place within Canada provided for in the by-laws of the association or, in the absence of any such provision, at the place within Canada that the directors determine.
Marginal note:Participation by electronic means
(2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of members or shareholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the association makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting.
(3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
- 1991, c. 48, s. 143;
- 2005, c. 54, s. 154.
Marginal note:Calling meetings
(a) shall, after the meeting called pursuant to subsection 54(1), call the first annual meeting of the association, which meeting must be held not later than six months after the end of the first financial year of the association, and subsequently call an annual meeting, which meeting must be held not later than six months after the end of each financial year; and
(b) may at any time call a special meeting of members or shareholders of the association.
Marginal note:Order to delay calling annual meeting
(2) Despite subsection (1), the association may apply to the court for an order extending the time for calling an annual meeting.
Marginal note:Obligation to notify Superintendent
(3) The association shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued.
Marginal note:Superintendent’s right to appear
(4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application.
- 1991, c. 48, s. 144;
- 2005, c. 54, s. 155.
Marginal note:Authority to fix record date
145 (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to
Marginal note:Determination of record date
(2) If no record date is fixed
(a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is
(b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.
Marginal note:Notice of record date
(3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by
(a) advertisement in a newspaper in general circulation in the place where the association’s head office is situated and in each place in Canada where the association has a transfer agent or where a transfer of its shares may be recorded; and
(b) written notice to each stock exchange in Canada on which the association’s shares are listed for trading.
- 1991, c. 48, s. 145;
- 2005, c. 54, s. 156.
Marginal note:Notice of meeting
(1.1) In the case of an association that is not a distributing association, notice may be sent within any shorter period specified in its by-laws.
Marginal note:Publication in newspaper
(2) In addition to the notice required under subsection (1), where any class of shares of an association is publicly traded on a recognized stock exchange in Canada, notice of the time and place of a meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the head office of the association is situated and in each place in Canada where the association has a transfer agent or where a transfer of the association’s shares may be recorded.
- 1991, c. 48, s. 146;
- 2005, c. 54, s. 157.
Marginal note:Notice not required
147 (1) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the association or the association’s transfer agent on the record date fixed under paragraph 145(1)(b) or determined under paragraph 145(2)(a).
Marginal note:Effect of default
(2) Failure to receive a notice of a meeting does not deprive a member or shareholder of the right to vote at the meeting.
- 1991, c. 48, s. 147;
- 2005, c. 54, s. 158.
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