Marginal note:First directors’ meeting

• 49. (1) After letters patent incorporating a company or society are issued, a meeting of the directors of the company or society shall be held at which the directors shall appoint an actuary to be the actuary of the company or society and may, subject to this Part,

  • (a) make by-laws;

  • (b) adopt forms of share certificates and corporate records;

  • (c) authorize the issue of shares of the company;

  • (d) appoint officers;

  • (e) appoint an auditor to hold office until the meeting called pursuant to subsection 50(1), (2) or (3);

  • (f) make banking arrangements; and

  • (g) deal with any other matters necessary to organize the company or society.

• Marginal note:Calling directors’ meeting

  (2) An incorporator or a director named in the application for letters patent may call the meeting referred to in subsection (1) by giving, subject to subsection 190(2), no fewer than five days notice of the purpose, time and place of the meeting to each director of the company or society.

Marginal note:Calling shareholders’ meeting

• 50. (1) If at least five million dollars, or any greater amount that the Minister may specify, has been received by a company, other than a mutual company, in respect of which letters patent were issued under section 22 from the issue of its shares, the directors of the company shall without delay call a meeting of the shareholders of the company.

• Marginal note:Calling incorporators’ meeting

  (2) Where such amount as the Minister may specify has been received by a mutual company in respect of which letters patent were issued pursuant to section 22 from its incorporators, the directors of the mutual company shall forthwith call a meeting of the incorporators of the mutual company.

• Marginal note:Calling meeting of supreme governing body

  (3) Where such amount as the Minister may specify has been received by a society in respect of which letters patent were issued pursuant to section 22 from its incorporators, the directors of the society shall forthwith call a meeting of the supreme governing body of the society.

• Marginal note:Meeting of shareholders or incorporators

  (4) The shareholders or incorporators of a company or the supreme governing body of a society shall, by resolution at the meeting of shareholders or incorporators called pursuant to subsection (1), (2) or (3),

  • (a) approve, amend or reject any by-law made by the directors of the company or society;

  • (b) subject to section 176, elect directors to hold office for a term expiring not later than the close of the third annual meeting of shareholders and policyholders or members following the election; and

  • (c) appoint an auditor to hold office until the close of the first annual meeting of shareholders and policyholders or, in the case of a society, until the close of the first general meeting of members.