Marginal note:Dissent of director
189. (1) A director of a company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless
(a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;
(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) the director sends the director’s dissent by registered mail or delivers it to the head office of the company immediately after the meeting is adjourned.
Marginal note:Loss of right to dissent
(2) A director of a company who votes for or consents to a resolution is not entitled to dissent under subsection (1).
Marginal note:Dissent of absent director
(3) A director of a company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director
(a) causes the director’s dissent to be placed with the minutes of the meeting; or
(b) sends the director’s dissent by registered mail or delivers it to the head office of the company.
Marginal note:Record of attendance
190. (1) A company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.
Marginal note:Statement to shareholders
(2) A company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.
- 1991, c. 45, s. 190;
- 1997, c. 15, s. 359.
Marginal note:Meeting required by Superintendent
191. (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a company to hold a meeting of directors of the company to consider the matters set out in the notice.
Marginal note:Attendance of Superintendent
(2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).
192. (1) Unless this Act otherwise provides, the directors of a company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the company.
Marginal note:Shareholder approval
(2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.
Marginal note:Effective date of by-law
(3) Unless this Act otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed.
Marginal note:Effect where no shareholder approval
(4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders.
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