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Bank Act (S.C. 1991, c. 46)

Full Document:  

Act current to 2019-08-15 and last amended on 2019-06-21. Previous Versions

PART VICorporate Governance (continued)

Directors and Officers (continued)

Election and Tenure — Directors (continued)

Marginal note:No cumulative voting

 Despite section 168 or any provision of its by-laws, cumulative voting is not permitted in a federal credit union.

  • 2010, c. 12, s. 1973

Marginal note:Re-election of directors

 A director who has completed a term of office is, if otherwise qualified, eligible for re-election.

Incomplete Elections and Director Vacancies

Marginal note:Void election or appointment

  •  (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 159(2) or 163(1) or section 164, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.

  • 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

    • (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or

    • (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.

  • (3) and (4) [Repealed, 1997, c. 15, s. 15]

  • 1991, c. 46, s. 170
  • 1997, c. 15, s. 15
  • 2010, c. 12, s. 1974

Marginal note:Directors where elections or appointments incomplete or void

  •  (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

    • (a) where paragraph 170(2)(a) applies, the directors referred to in that paragraph; or

    • (b) where subsection 170(1) or paragraph 170(2)(b) applies, the persons who were the incumbent directors immediately before the meeting.

  • Marginal note:Where there is no approved rectification plan

    (2) Notwithstanding subsections 166(2) and (3) and paragraphs 168(1)(f) and 172(1)(a), where a plan to rectify the non-compliance referred to in subsection 170(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.

  • 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.

  • 1991, c. 46, s. 171
  • 1997, c. 15, s. 16
  • 2010, c. 12, s. 1975

Marginal note:Ceasing to hold office

  •  (1) A director ceases to hold office

    • (a) at the close of the annual meeting at which the director’s term of office expires;

    • (b) when the director dies or resigns;

    • (c) when the director becomes disqualified under section 160 or ineligible to hold office pursuant to subsection 203(2);

    • (d) when the director is removed under section 173; or

    • (e) when the director is removed from office under section 647 or 647.1.

  • Marginal note:Date of resignation

    (2) The resignation of a director of a bank becomes effective at the time a written resignation is sent to the bank by the director or at the time specified in the resignation, whichever is later.

  • 1991, c. 46, s. 172
  • 2001, c. 9, s. 74

Marginal note:Removal of director

  •  (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.

  • Marginal note:Exception

    (2) Where the holders of any class or series of shares of a bank have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.

  • 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.

  • 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.

  • 1991, c. 46, s. 173
  • 2010, c. 12, s. 1976

Marginal note:Statement of director

  •  (1) A director who

    • (a) resigns,

    • (b) receives a notice or otherwise learns of a meeting called for the purpose of removing the director from office, or

    • (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,

    is entitled to submit to the bank a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

  • Marginal note:Statement re disagreement

    (2) Where a director resigns as a result of a disagreement with the other directors or the officers of a bank, the director shall submit to the bank and the Superintendent a written statement setting out the nature of the disagreement.

  • 1991, c. 46, s. 174
  • 2010, c. 12, s. 1977

Marginal note:Circulation of statement

  •  (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).

  • 1991, c. 46, s. 175
  • 1997, c. 15, s. 17
  • 2010, c. 12, s. 1978

Marginal note:Shareholders filling vacancy

  •  (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.

  • 1991, c. 46, s. 176
  • 2010, c. 12, s. 1978
 
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