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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2020-01-27 and last amended on 2019-06-21. Previous Versions

PART VICorporate Governance (continued)

Shareholders and Members (continued)

Marginal note:Quorum

  •  (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

  • Marginal note:Quorum — members

    (2) Unless the by-laws otherwise provide, a quorum of members is present at a meeting of members of a federal credit union if at least 500 members who are entitled to vote at the meeting, or one per cent of the total number of members entitled to vote at the meeting, whichever is the lesser, are present in person or represented by a personal representative or delegate.

  • Marginal note:Quorum at opening of meeting

    (3) If a quorum is present at the opening of a meeting of shareholders or members, the shareholders or members present may, unless the by-laws otherwise provide, proceed with the business of the meeting even though a quorum is not present throughout the meeting.

  • Marginal note:Adjournment permitted

    (4) If a quorum is not present at the opening of a meeting of shareholders or members, the shareholders or members present may adjourn the meeting to a fixed time and place but may not transact any other business.

  • 1991, c. 46, s. 146
  • 2010, c. 12, s. 1959

Marginal note:One shareholder meeting

 If a bank has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

Marginal note:One share — one vote

 Subject to section 156.09, if a share of a bank entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.

  • 1991, c. 46, s. 148
  • 2001, c. 9, s. 66

Marginal note:Representative of shareholder or member

  •  (1) If an entity is a shareholder or member of a bank, the bank must recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders or members of the bank.

  • Marginal note:Powers

    (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person as well as a shareholder or member.

  • 1991, c. 46, s. 149
  • 2010, c. 12, s. 1960

Marginal note:Joint shareholders

 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.

Marginal note:Voting by hands or ballot

  •  (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or members is to take place by show of hands except when a ballot is demanded by a person entitled to vote at the meeting.

  • Marginal note:Ballot

    (2) A person entitled to vote at a meeting of shareholders or members may demand a ballot either before or after any vote by show of hands.

  • Marginal note:Electronic voting

    (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the bank makes one available.

  • Marginal note:Voting while participating electronically

    (4) Unless the by-laws provide otherwise, any person who is participating in a meeting under subsection 136(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank has made available for that purpose.

  • Marginal note:Voting

    (5) The by-laws of a federal credit union may, subject to the regulations, allow members to vote, prior to the meeting, subject to any conditions set out in the by-laws,

    • (a) by mail;

    • (b) in person, at one of its branches;

    • (c) by telephonic or electronic means; or

    • (d) by any other prescribed means.

  • Marginal note:Regulations

    (6) The Governor in Council may make regulations

    • (a) respecting the manner of and conditions for voting at a meeting of members or shareholders by means of a telephonic, electronic or other communication facility; and

    • (b) respecting the manner and conditions of voting referred to in paragraphs (5)(a) to (d) by members of federal credit unions.

  • 1991, c. 46, s. 151
  • 2005, c. 54, s. 23
  • 2010, c. 12, s. 1961
  • 2019, c. 29, s. 87

Marginal note:Resolution in lieu of meeting

  •  (1) Except where a written statement is submitted by a director under section 174 or by an auditor under subsection 321(1),

    • (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.

  • Marginal note:Filing resolution

    (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings.

  • Marginal note:Evidence

    (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

  • 1991, c. 46, s. 152
  • 2005, c. 54, s. 24
  • 2010, c. 12, s. 1962

Marginal note:Requisitioned meeting

  •  (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a bank that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.

  • 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: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

    • (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).

  • 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.

  • Marginal note:Procedure

    (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.

  • 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.

  • 1991, c. 46, s. 153
  • 2005, c. 54, s. 25
  • 2010, c. 12, s. 1963
 
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