PART VICorporate Governance (continued)
Directors and Officers (continued)
Incomplete Elections and Director Vacancies (continued)
Marginal note:Directors filling vacancy
177 (1) Despite section 183 but subject to subsection (2) and sections 176 and 178, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.
Marginal note:Where composition fails
(2) Notwithstanding sections 176 and 183, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 159, subsection 163(1) and section 164, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.
- 1991, c. 46, s. 177
- 2005, c. 54, s. 34
Marginal note:Class vacancy
178 Despite section 183, if a class of persons have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 176,
(a) the remaining directors elected by those persons may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors who may be elected by that class from a failure to elect the number or minimum number of directors provided for in the by-laws for that class;
(b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 159, subsection 163(1) and section 164, the other directors may fill that vacancy; and
(c) if there are no such remaining directors and paragraph (b) does not apply, any person of that class may call a meeting of the class for the purpose of filling the vacancy.
- 1991, c. 46, s. 178
- 2005, c. 54, s. 35
- 2010, c. 12, s. 1979
Marginal note:Unexpired term
(2) Notwithstanding subsection 163(3), the affiliation of a person to be elected or appointed to fill a vacancy shall be determined as at the date of the person’s election or appointment and that person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders.
Marginal note:Additional directors
179.1 (1) The directors of a bank that is not a federal credit union may appoint one or more additional directors if the by-laws of the bank allow them to do so and the by-laws determine the minimum and maximum numbers of directors.
Marginal note:Term of office
(2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the bank.
Marginal note:Limit on number appointed
(3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the bank.
- 1997, c. 15, s. 18
- 2010, c. 12, s. 1980
Meetings of the Board
Marginal note:Meetings required
Marginal note:Place for meetings
(2) The directors may meet at any place unless the by-laws provide otherwise.
Marginal note:Notice for meetings
(3) The notice for the meetings must be given as required by the by-laws.
- 1991, c. 46, s. 180
- 1997, c. 15, s. 19
Marginal note:Notice of meeting
181 (1) A notice of a meeting of directors shall specify each matter referred to in section 198 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.
Marginal note:Waiver of notice
(2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director 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:Adjourned meeting
(3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.
182 (1) Subject to section 183, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
(2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be
Marginal note:Director continues to be present
(3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 203(1), present at any particular time during the meeting is considered to be present for the purposes of this section.
- 1991, c. 46, s. 182
- 2005, c. 54, s. 36
Marginal note:Resident Canadian majority
(2) Despite subsection (1), the directors of a bank may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if
(a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and
(b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.
- 1991, c. 46, s. 183
- 2001, c. 9, s. 75
- 2013, c. 33, s. 105
Marginal note:Directors of federal credit union
183.01 The directors of a federal credit union that has issued shares that provide for the election of directors must not transact business at a meeting of directors or of a committee of directors unless the majority of the directors present at the meeting are members.
- 2010, c. 12, s. 1981
Marginal note:Presence of unaffiliated director
(2) Despite subsection (1), the directors of a bank may transact business at a meeting of directors if a director who is not affiliated with the bank and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.
(3) Subsection (1) does not apply if all the voting shares of the bank, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.
- 2001, c. 9, s. 76
Marginal note:Electronic meeting
184 (1) Subject to the by-laws of a bank, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.
Marginal note:Deemed present
(2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.
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