Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2020-10-05 and last amended on 2020-05-09. Previous Versions

PART VICorporate Governance (continued)

Shareholders and Members (continued)

Marginal note:Notice of refusal

  •  (1) If a bank refuses to include a proposal in a management proxy circular, it shall in writing notify the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 143(1.4), the day on which it receives the proof.

  • Marginal note:Application to court

    (2) On the application of a person submitting a proposal who claims to be aggrieved by a bank’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.

  • Marginal note:Idem

    (3) A bank or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the bank to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection 143(5) applies, may make such order as it thinks fit.

  • Marginal note:Notice to Superintendent

    (4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.

  • 1991, c. 46, s. 144
  • 2005, c. 54, s. 21

Marginal note:Proposals — members of federal credit union

  •  (1) Subject to subsections (2) and (3), a member of a federal credit union may

    • (a) submit to the federal credit union notice of any matter that they propose to raise at an annual meeting (in this section referred to as a “proposal”); and

    • (b) discuss at an annual meeting any matter in respect of which they would have been entitled to submit a proposal.

  • Marginal note:Eligibility to submit proposal

    (2) To be eligible to submit a proposal a member must have been a member of the federal credit union for at least the prescribed period before making the proposal.

  • Marginal note:Information to be provided

    (3) A proposal is to be accompanied by a statement setting out the name and address of the member submitting the proposal and the period of time the member has been a member.

  • Marginal note:Information not part of proposal

    (4) The information provided under subsection (3) does not form part of a proposal or of the supporting statement referred to in subsection (6) and is not included for the purposes of the prescribed maximum number of words referred to in subsection (6).

  • Marginal note:Proof may be required

    (5) If the federal credit union requests within the prescribed period that a member provide proof that they are eligible to submit a proposal, the member must within the prescribed period provide proof that they meet the requirement of subsection (2).

  • Marginal note:Proposal and statement to accompany notice of meeting

    (6) A proposal submitted for consideration at a meeting must be attached to the notice of the meeting, together with, if requested by the member making the proposal, a statement in support of the proposal and the name and address of the member making the proposal. The statement and the proposal must together not exceed the prescribed maximum number of words.

  • Marginal note:Nomination of directors

    (7) A proposal may include nominations for the election of directors if it is signed by the lesser of 250 members and 1 per cent of the members who are entitled to vote at the meeting.

  • Marginal note:Exceptions

    (8) A federal credit union need not comply with subsection (6) if

    • (a) the proposal is not submitted to the federal credit union at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to members in connection with the previous annual meeting;

    • (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the federal credit union or its directors, officers, members or security holders;

    • (c) the person submitting the proposal has failed, within the prescribed period before the federal credit union receives the person’s proposal, to present, at a meeting, a proposal that, at the person’s request, had been attached by the federal credit union to the notice of the meeting;

    • (d) substantially the same proposal was attached to a notice of meeting, and presented at a meeting, of the federal credit union held not more than the prescribed period before the receipt of the proposal and the proposal did not receive the prescribed minimum amount of support at the meeting; or

    • (e) the rights conferred by subsection (1) are being abused to secure publicity.

  • Marginal note:Federal credit union may refuse to include proposal

    (9) If a member who submits a proposal withdraws from membership in accordance with section 47.05 before the meeting, the federal credit union is not required to attach any proposal submitted by that member to the notice of a meeting held within the prescribed period following the date of the meeting.

  • Marginal note:Immunity

    (10) No federal credit union or person acting on behalf of a federal credit union incurs any liability by reason only of circulating a proposal.

  • 2010, c. 12, s. 1957

Marginal note:Refusal to include proposal

  •  (1) If a federal credit union refuses to include a proposal in a notice of a meeting referred to in section 138, it must, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of eligibility under subsection 144.1(5), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal.

  • Marginal note:Restraining order by court

    (2) On the application of a person submitting a proposal who claims to be aggrieved by a federal credit union’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order it thinks fit.

  • Marginal note:Order to omit proposal from notice

    (3) A federal credit union or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the federal credit union to omit the proposal from a notice of meeting, and the court, if it is satisfied that subsection 144.1(7) applies, may make any order that it thinks fit.

  • Marginal note:Notice to Superintendent

    (4) An applicant under subsection (2) or (3) must give the Superintendent written notice of the application, and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.

  • 2010, c. 12, s. 1957

Marginal note:List of shareholders entitled to notice

  •  (1) A bank shall prepare an alphabet­ical list of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder

    • (a) if a record date is fixed under paragraph 137(5)(c), no later than 10 days after that date; and

    • (b) if no record date is fixed, on the record date determined under paragraph 137(6)(a).

  • Marginal note:List of members entitled to notice

    (1.1) A federal credit union must also prepare an alphabetical list of members entitled to receive notice of a meeting

    • (a) if a record date is fixed under paragraph 137(5)(c), no later than 10 days after that date; or

    • (b) if no record date is fixed, on the record date determined under paragraph 137(6)(a).

  • Marginal note:Voting list

    (2) The bank shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder

    • (a) if a record date is fixed under paragraph 137(5)(d), no later than 10 days after that date; and

    • (b) if no record date is fixed under paragraph 137(5)(d), no later than 10 days after a record date is fixed under paragraph 137(5)(c) or no later than the record date determined under paragraph 137(6)(a), as the case may be.

  • Marginal note:Voting list — members

    (2.1) A federal credit union must also prepare an alphabetical list of members entitled to vote as of the record date

    • (a) if a record date is fixed under paragraph 137(5)(d), no later than 10 days after that date; or

    • (b) if no record date is fixed under paragraph 137(5)(d), no later than 10 days after a record date is fixed under paragraph 137(5)(c) or no later than the record date determined under paragraph 137(6)(a), as the case may be.

  • Marginal note:Entitlement to vote

    (3) Subject to section 156.09, a shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.

  • Marginal note:Examination of list

    (4) A shareholder of a bank that is not a federal credit union may examine the list of shareholders

    • (a) during usual business hours at the head office of the bank or at the place where its central securities register is maintained; and

    • (b) at the meeting of shareholders for which the list was prepared.

  • Marginal note:Examination of list

    (5) A person who is entitled to vote at a meeting of a federal credit union may examine a list that relates to the meeting

    • (a) during usual business hours at the head office of the federal credit union or at the place where its members register or central securities register is maintained; and

    • (b) at the meeting for which the list was prepared.

  • 1991, c. 46, s. 145
  • 2001, c. 9, s. 65
  • 2005, c. 54, s. 22
  • 2010, c. 12, s. 1958
 
Date modified: