Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
1946. The portion of the definition “security” or “security certificate” in section 81 of the Act after paragraph (d) is replaced by the following:
but does not include an instrument evidencing a deposit or, in the case of a federal credit union, a membership share;
1947. The heading “Shareholders” before section 136 of the Act is replaced by the following:
Shareholders and Members
Marginal note:2005, c. 54, s. 16
1948. Subsections 136(1) and (2) of the Act are replaced by the following:
Marginal note:Place of meetings
136. (1) Meetings of shareholders or members of a bank are to be held at the place within Canada provided for in the by-laws of the bank 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 shareholders or members 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 bank 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.
1949. (1) Subsection 137(1) of the English version of the Act is replaced by the following:
Marginal note:Calling meetings
137. (1) The directors of a bank
(a) must, after the meeting called under subsection 46(1) or section 47.02, call the first annual meeting of shareholders or members, as the case may be, of the bank, which meeting must be held not later than six months after the end of the first financial year of the bank, and subsequently call an annual meeting of shareholders or members, as the case may be, 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 shareholders or members.
Marginal note:2005, c. 54, s. 17
(2) Subsections 137(5) and (6) of the Act are replaced by the following:
Marginal note:Authority to fix record date
(5) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders or members for any purpose, including for a determination of which shareholders or members are entitled to
(a) receive payment of a dividend or a patronage allocation;
(b) participate in a liquidation distribution;
(c) receive notice of a meeting of shareholders or members; or
(d) vote at a meeting of shareholders or members.
Marginal note:Determination of record date
(6) If no record date is fixed,
(a) the record date for the determination of shareholders or members who are entitled to receive notice of a meeting is
(i) at the close of business on the day immediately preceding the day on which the notice is given, or
(ii) if no notice is given, the day on which the meeting is held; and
(b) the record date for the determination of shareholders or members for any other purpose, other than to establish a 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:2005, c. 54, s. 18
1950. (1) The portion of subsection 138(1) of the English version of the Act before paragraph (a) is replaced by the following:
Marginal note:Notice of meeting
138. (1) Notice of the time and place of a meeting of shareholders or members of a bank must be sent within the prescribed period to
Marginal note:2005, c. 54, s. 18
(2) Paragraph 138(1)(a) of the Act is replaced by the following:
(a) each shareholder or member entitled to vote at the meeting;
Marginal note:2001, c. 9, s. 63; 2005, c. 54, s. 18; 2007, c. 6, par. 132(a)
(3) Subsections 138(1.01) and (1.1) of the Act are replaced by the following:
Marginal note:Exception
(1.01) In the case of a bank that is not a federal credit union and that is not a distributing bank, notice may be sent within any shorter period specified in its by-laws.
Marginal note:Number of eligible votes
(1.1) A bank with equity of eight billion dollars or more that is not a federal credit union must set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining shareholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting.
Marginal note:2005, c. 54, s. 19
1951. Section 139 of the Act is replaced by the following:
Marginal note:Notice not required
139. (1) A notice of a meeting is not required to be sent to shareholders or members who are not registered on the records of the bank or the bank’s transfer agent on the record date fixed under paragraph 137(5)(c) or determined under paragraph 137(6)(a).
Marginal note:Effect of default
(2) Failure to receive a notice of a meeting does not deprive a shareholder or member of the right to vote at the meeting.
Marginal note:1997, c. 15, s. 8
1952. Section 140 of the English version of the Act is replaced by the following:
Marginal note:Notice of adjourned meeting
140. (1) If a meeting is adjourned for less than 30 days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.
Marginal note:Notice if adjournment is longer
(2) If a meeting is adjourned by one or more adjournments for a total of 30 days or more, notice of the continuation of the meeting must be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than 90 days, subsection 156.04(1) does not apply.
1953. (1) Subsection 141(1) of the English version of the Act is replaced by the following:
Marginal note:Special business
141. (1) All matters dealt with at a special meeting of shareholders or members and all matters dealt with at an annual meeting, except consideration of the financial statements, report of the auditor or auditors, election of directors, remuneration of directors and reappointment of the incumbent auditor or auditors, are deemed to be special business.
(2) Subsection 141(2) of the Act is replaced by the following:
Marginal note:Notice of special business
(2) Notice of a meeting of shareholders or members at which special business is to be transacted must
(a) state the nature of the special business in sufficient detail to permit a shareholder or member to form a reasoned judgment in respect of that special business; and
(b) contain the text of any special resolution to be submitted to the meeting.
1954. The Act is amended by adding the following after section 141:
Marginal note:Nominations for directors
141.1 (1) If shareholders of a federal credit union are entitled to elect one or more directors,
(a) a nomination for the election of a director may be made only by one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5 per cent of the shares of the federal credit union or 5 per cent of the shares of a class of its shares entitled to vote at the meeting at which the election is to take place; and
(b) a notice of a meeting of shareholders must include any nomination made in accordance with paragraph (a) for the election of a director.
Marginal note:Exception
(2) Paragraph (1)(b) does not apply if the nomination is submitted to the federal credit union at least the prescribed number of days before the anniversary date of the previous annual meeting.
1955. (1) Subsection 142(1) of the Act is replaced by the following:
Marginal note:Waiver of notice
142. (1) A shareholder, a member and any other person entitled to attend a meeting may in any manner waive notice of the meeting.
Marginal note:2001, c. 9, s. 64(F)
(2) Subsection 142(2) of the English version of the Act is replaced by the following:
Marginal note:Attendance is a waiver
(2) Attendance at a meeting of shareholders or members is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
Marginal note:2005, c. 54, s. 20(1)
1956. The portion of subsection 143(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Proposals
143. (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares of a bank that is not a federal credit union that may be voted at an annual meeting of shareholders may
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