Jobs and Economic Growth Act (S.C. 2010, c. 12)
Full Document:
Assented to 2010-07-12
1962. (1) The portion of subsection 152(1) of the French version of the Act before paragraph (a) is replaced by the following:
Marginal note:Résolution tenant lieu d’assemblée
152. (1) À l’exception de la déclaration écrite visée à l’article 174 ou au paragraphe 321(1), la résolution écrite, signée de toutes les personnes habiles à voter en l’occurrence :
(2) Paragraphs 152(1)(a) and (b) of the English version of the Act are replaced by the following:
(a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of shareholders or members is as valid as if it had been passed at a meeting of the shareholders or members; and
(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or members, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or members.
(3) Subsection 152(2) of the English version of the Act is replaced by the following:
Marginal note:Filing resolution
(2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings.
1963. (1) Subsection 153(2) of the Act is replaced by the following:
Marginal note:Requisitioned meeting — members
(1.1) At least two members entitled to vote at a meeting of a federal credit union that is sought to be held, or one per cent of the total number of members entitled to vote at a meeting of a federal credit union that is sought to be held, whichever is greater, may requisition the directors to call a meeting of members, or of members and shareholders, for the purposes stated in the requisition.
Marginal note:Form
(2) The requisition
(a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the bank; and
(b) may consist of several documents of like form, each signed by one or more shareholders or members, as the case may be.
Marginal note:2005, c. 54, s. 25
(2) The portion of subsection 153(3) of the English version of the Act before paragraph (c) is replaced by the following:
Marginal note:Directors calling meeting
(3) On receipt of the requisition, the directors must call a meeting of shareholders or members, as the case may be, to transact the business stated in the requisition, unless
(a) a record date has been fixed under paragraph 137(5)(c) and notice of it has been given under subsection 137(7);
(b) the directors have called a meeting of shareholders or members, as the case may be, and have given the notice required by section 138; or
(3) Paragraph 153(3)(c) of the Act is replaced by the following:
(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 143(5)(b) to (e) or 144.1(8)(b) to (e).
(4) Subsection 153(4) of the English version of the Act is replaced by the following:
Marginal note:Power of others to call meeting
(4) If the directors do not call a meeting within 21 days after receiving the requisition, any person who signed the requisition may call the meeting.
(5) Subsection 153(6) of the Act is replaced by the following:
Marginal note:Reimbursement
(6) Unless the shareholders or members, as the case may be, otherwise resolve at a meeting called under subsection (4), the bank must reimburse the shareholders or members for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
Marginal note:2005, c. 54, s. 26
1964. (1) The portion of subsection 154(1) of the Act before paragraph (a) is replaced by the following:
Marginal note:Court may order meeting to be called
154. (1) A court may, on the application of a director of a bank, a person who is entitled to vote at a meeting of shareholders or members of a bank or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if
(2) Subsection 154(3) of the English version of the Act is replaced by the following:
Marginal note:Valid meeting
(3) A meeting called, held and conducted under this section is for all purposes a meeting of shareholders or members, as the case may be, of the bank duly called, held and conducted.
1965. (1) Subsection 155(1) of the Act is replaced by the following:
Marginal note:Court review of election
155. (1) A bank or any of its shareholders, members or directors may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the bank.
(2) Subsection 155(2) of the Act is amended by striking out “and” at the end of paragraph (c), by adding “and” at the end of paragraph (d) and by adding the following after paragraph (d):
(e) an order determining the voting rights of members and of persons claiming to be members.
1966. Section 156.09 of the Act is amended by adding the following after subsection (2):
Marginal note:Exception — federal credit union
(2.1) Subsection (2) does not apply in respect of a meeting of shareholders or members of a federal credit union.
1967. The Act is amended by adding the following after section 159:
Marginal note:Directors as members
159.1 Not less than two thirds of the directors of a federal credit union, or any greater proportion that is provided for by the by-laws, must be members of the federal credit union or representatives of members of the federal credit union.
1968. Section 160 of the Act is amended by striking out “and” at the end of paragraph (h), by adding “and” at the end of paragraph (i) and by adding the following after paragraph (i):
(j) if the bank is a federal credit union, a person who fails to meet any of the qualification requirements set out in its by-laws.
Marginal note:1996, c. 6, s. 5
1969. Paragraphs 162.1(2)(a) and (b) of the Act are replaced by the following:
(a) becomes effective on the day of the next annual meeting of the persons who are entitled to elect directors unless a notice in writing by the Superintendent revoking the determination is received by the bank prior to that day; and
(b) ceases to be in effect on the day of the next annual meeting of those persons after a notice in writing by the Superintendent revoking the determination is received by the bank.
1970. Subsection 163(3) of the Act is replaced by the following:
Marginal note:Determination of affiliation
(3) For the purposes of subsection (1), whether or not a person is affiliated with a bank is to be determined as at the day the notice of the annual meeting is sent under section 138 and that determination becomes effective on the day of that meeting, and a person is deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders or members, as the case may be.
1971. Section 165 of the Act is replaced by the following:
Marginal note:Number of directors
165. (1) Subject to subsection 159(1) and sections 168 and 217, the directors of a bank that is not a federal credit union must, by by-law, determine the number of directors or the minimum and maximum number of directors, but no by-law that decreases the number of directors shortens the term of an incumbent director.
Marginal note:Number of directors — federal credit union
(2) Subject to subsection 159(1), the members of a federal credit union must, by by-law, determine the number of directors or the minimum and maximum number of directors.
Marginal note:Election at annual meeting
(3) A by-law made under subsection (1) or (2) that provides for a minimum and maximum number of directors may provide that the number of directors to be elected at any annual meeting of the shareholders or members, as the case may be, be the number that is fixed by the directors before the annual meeting.
1972. (1) Subsections 166(2) to (4) of the English version of the Act are replaced by the following:
Marginal note:Term of one, two or three years
(2) A director elected for a term of one, two or three years holds office until the close, as the case may be, of the first, second or third annual meeting of shareholders or members, as the case may be, following the election of the director.
Marginal note:No stated term
(3) A director who is not elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting of shareholders or members, as the case may be, following the election of the director.
Marginal note:Tenure of office
(4) It is not necessary that all directors elected at a meeting of shareholders or members hold office for the same term.
(2) Subsection 166(6) of the Act is replaced by the following:
Marginal note:Composition requirements
(6) Subject to subsection 163(4), if a director of a bank is elected or appointed for a term of more than one year, the bank must comply with subsections 159(2) and 163(1) and section 164 at each annual meeting of shareholders or members, as the case may be, during the director’s term of office as if that director were elected or appointed on that date.
- Date modified: