Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
1973. The Act is amended by adding the following after section 168:
Marginal note:No cumulative voting
168.1 Despite section 168 or any provision of its by-laws, cumulative voting is not permitted in a federal credit union.
Marginal note:1997, c. 15, s. 15(2)
1974. The portion of subsection 170(2) of the Act before paragraph (a) is replaced by the following:
Marginal note:Failure to elect minimum
(2) If, at the close of a meeting of shareholders or members of a bank, the shareholders or members have failed to elect the number or minimum number of directors required by this Act or the by-laws of a bank, the purported election of directors at the meeting
Marginal note:1997, c. 15, s. 16
1975. (1) The portion of subsection 171(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Directors where elections or appointments incomplete or void
171. (1) Despite subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), if subsection 170(1) or (2) applies at the close of any meeting of shareholders or members of a bank, the board of directors, until their successors are elected or appointed, consists solely of
Marginal note:1997, c. 15, s. 16
(2) Subsections 171(3) and (4) of the Act are replaced by the following:
Marginal note:Directors to call meeting
(3) If subsection (1) or (2) applies, the board of directors referred to in that subsection must, without delay, call a special meeting of shareholders or members, as the case may be, to fill the vacancies if paragraph 170(2)(a) applies, or elect a new board of directors if subsection 170(1) or paragraph 170(2)(b) applies.
Marginal note:Others may call meeting
(4) If the directors fail to call a special meeting required by subsection (3), the meeting may be called by any person who would be entitled to vote at the meeting.
1976. (1) Subsection 173(1) of the Act is replaced by the following:
Marginal note:Removal of director
173. (1) Subject to paragraph 168(1)(g), the shareholders of a bank that is not a federal credit union may by resolution at a special meeting of shareholders remove any director or all the directors from office.
Marginal note:Removal of director — federal credit union
(1.1) A director of a federal credit union may be removed from office by resolution at a special meeting of the persons who are entitled to vote in the election of that director.
(2) Section 173 of the Act is amended by adding the following after subsection (2):
Marginal note:Exception — members
(2.1) If members of a federal credit union have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution of the members having that right.
(2) Subsection 173(3) of the English version of the Act is replaced by the following:
Marginal note:Vacancy by removal
(3) Subject to paragraphs 168(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders or members, as the case may be, at which the director is removed or, if not so filled, may be filled under section 177 or 178.
1977. (1) Paragraph 174(1)(b) of the English version of the Act is replaced by the following:
(b) receives a notice or otherwise learns of a meeting called for the purpose of removing the director from office, or
(2) Paragraph 174(1)(c) of the Act is replaced by the following:
(c) receives a notice or otherwise learns of a meeting of directors, shareholders or members at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,
Marginal note:1997, c. 15, s. 17
1978. Sections 175 and 176 of the Act are replaced by the following:
Marginal note:Circulation of statement
175. (1) A bank that is not a federal credit union must without delay on receipt of a director’s statement referred to in subsection 174(1) relating to a matter referred to in paragraph 174(1)(b) or (c), or a director’s statement referred to in subsection 174(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 156.05(1).
Marginal note:Circulation of statement — federal credit union
(2) A federal credit union must, without delay on receipt of a director’s statement referred to in subsection 174(1) relating to a matter referred to in paragraph 174(1)(b) or (c), or a director’s statement referred to in subsection 174(2), send a copy of it to the Superintendent, to each member and, if the director was elected by the holders of shares of a class, to those shareholders.
Marginal note:Immunity for statement
(3) No bank or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1) or (2).
Marginal note:Shareholders filling vacancy
176. (1) The by-laws of a bank that is not a federal credit union may provide that a vacancy among the directors is to be filled only
(a) by a vote of the shareholders; or
(b) by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.
Marginal note:Filling vacancy — federal credit union
(2) The by-laws of a federal credit union may provide that a vacancy among its directors is to be filled by election or appointment by members only or by an election or appointment by persons having an exclusive right to elect or appoint one or more directors if the vacancy occurs among the directors appointed or elected by those persons.
Marginal note:2005, c. 54, s. 35
1979. Section 178 of the Act is replaced by the following:
Marginal note:Class vacancy
178. Despite section 183, if a class of persons have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 176,
(a) the remaining directors elected by those persons may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors who may be elected by that class from a failure to elect the number or minimum number of directors provided for in the by-laws for that class;
(b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 159, subsection 163(1) and section 164, the other directors may fill that vacancy; and
(c) if there are no such remaining directors and paragraph (b) does not apply, any person of that class may call a meeting of the class for the purpose of filling the vacancy.
Marginal note:1997, c. 15, s. 18
1980. Subsection 179.1(1) of the Act is replaced by the following:
Marginal note:Additional directors
179.1 (1) The directors of a bank that is not a federal credit union may appoint one or more additional directors if the by-laws of the bank allow them to do so and the by-laws determine the minimum and maximum numbers of directors.
1981. The Act is amended by adding the following after section 183:
Marginal note:Directors of federal credit union
183.01 The directors of a federal credit union that has issued shares that provide for the election of directors must not transact business at a meeting of directors or of a committee of directors unless the majority of the directors present at the meeting are members.
Marginal note:1997, c. 15, s. 21
1982. Subsection 186(2) of the Act is replaced by the following:
Marginal note:Statement to shareholders and members
(2) A bank must attach to the notice of each annual meeting it sends to its shareholders or members, as the case may be, 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.
1983. Subsection 188(1) of the Act is replaced by the following:
Marginal note:By-laws
188. (1) Unless this Act otherwise provides, the directors of a bank that is not a federal credit union may by resolution make, amend or repeal any by-law that regulates the business or affairs of the bank.
1984. Section 189 of the French version of the Act is replaced by the following:
Marginal note:Proposition d’un actionnaire
189. Tout actionnaire habile à voter à une assemblée annuelle des actionnaires peut, conformément aux articles 143 et 144, proposer la prise, la modification ou la révocation d’un règlement administratif.
1985. Paragraph 192(1)(b) of the Act is replaced by the following:
(b) immediately prior to the day a body corporate is continued as a bank other than a federal credit union, was provided for in the incorporating instrument of the body corporate,
- Date modified: