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Bank Act (S.C. 1991, c. 46)

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

PART VICorporate Governance (continued)

Fundamental Changes (continued)

Amendments — By-laws

Marginal note:By-laws

  •  (1) The directors of a bank that is not a federal credit union may make, amend or repeal any by-laws, in the manner set out in subsections (2) and (3) and sections 218 to 222, to

    • (a) change the maximum number, if any, of shares of any class that the bank is authorized to issue;

    • (b) create new classes of shares;

    • (c) change the designation of any or all of the bank’s shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of any or all of the bank’s shares, whether issued or unissued;

    • (d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;

    • (e) divide a class of shares, whether issued or unissued, into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto;

    • (f) authorize the directors to divide any class of unissued shares into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto;

    • (g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;

    • (h) revoke, diminish or enlarge any authority conferred under paragraphs (f) and (g);

    • (i) increase or decrease the number of directors or the minimum or maximum number of directors, subject to subsection 159(1) and section 168;

    • (i.1) change the name of the bank; or

    • (j) change the province in which the head office of the bank is situated.

  • Marginal note:Shareholder approval

    (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders, and the shareholders may, by special resolution, confirm, amend or reject the by-law, amendment or repeal.

  • Marginal note:Effective date of by-law

    (3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of a by-law respecting a change to the name of the bank, approved by the Superintendent.

  • Marginal note:Letters patent

    (4) If the name of a bank or the province in Canada in which the head office of the bank is situated is changed under this section, the Superintendent may issue letters patent to amend the bank’s incorporating instrument accordingly.

  • Marginal note:Effect of letters patent

    (5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent.

  • 1991, c. 46, s. 217
  • 2001, c. 9, s. 82
  • 2005, c. 54, s. 46
  • 2007, c. 6, s. 13
  • 2010, c. 12, s. 1996

Marginal note:Class vote

  •  (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the by-laws otherwise provide in the case of an amendment to the by-laws referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series on a proposal to amend the by-laws to

    • (a) increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class;

    • (b) effect an exchange, reclassification or cancellation of all or part of the shares of that class;

    • (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, without limiting the generality of the foregoing,

      • (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,

      • (ii) add, remove or change prejudicially redemption rights,

      • (iii) reduce or remove a dividend preference or a liquidation preference, or

      • (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of the bank, or sinking fund provisions;

    • (d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class;

    • (e) create a new class of shares equal or superior to the shares of that class;

    • (f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or

    • (g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class.

  • Marginal note:Right limited

    (2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) if that series is affected by an addition or amendment to the by-laws in a manner different from other shares of the same class.

  • Marginal note:Right to vote

    (3) Subsections (1) and (2) apply whether or not the shares of a class otherwise carry the right to vote.

Marginal note:Separate resolutions

 A proposed addition or amendment to the by-laws referred to in subsection 218(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution.

Marginal note:Revoking resolution

 Where a special resolution referred to in subsection 217(2) so states, the directors may, without further approval of the shareholders, revoke the special resolution.

Marginal note:Proposal to amend

  •  (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of a bank may, in accordance with sections 143 and 144, make a proposal to make an application referred to in section 215 or to make, amend or repeal the by-laws referred to in subsection 217(1) of the bank.

  • Marginal note:Notice of amendment

    (2) Notice of a meeting of shareholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of a bank is to be considered must set out the proposal.

  • 1991, c. 46, s. 221
  • 2001, c. 9, s. 83

Marginal note:Rights preserved

 No amendment to the incorporating instrument or by-laws of a bank affects an existing cause of action or claim or liability to prosecution in favour of or against the bank or its directors or officers, or any civil, criminal or administrative action or proceeding to which the bank or any of its directors or officers are a party.

Amalgamation

Marginal note:Application to amalgamate

  •  (1) On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including banks that are not federal credit unions and bank holding companies, the Minister may issue letters patent amalgamating and continuing the applicants as one bank, other than a federal credit union.

  • Marginal note:Application to amalgamate — federal credit unions

    (1.1) On the joint application of two or more federal credit unions, the Minister may issue letters patent amalgamating and continuing the applicants as one federal credit union.

  • Marginal note:Federal credit union and local cooperative credit society

    (1.2) On the joint application of one or more federal credit unions and one or more local cooperative credit societies that have applied under subsection 33(3) to be continued as federal credit unions, the Minister may issue letters patent amalgamating and continuing the applicants as one federal credit union.

  • Marginal note:Local cooperative credit societies

    (1.3) On the joint application of two or more local cooperative credit societies that have applied under subsection 33(4) to be continued as federal credit unions, the Minister may issue letters patent amalgamating and continuing the applicants as one federal credit union.

  • Marginal note:Restriction

    (2) Despite subsection (1), if one of the applicants is a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies, the Minister shall not issue letters patent referred to in subsection (1) unless

    • (a) the amalgamated bank would be a widely held bank; or

    • (b) the amalgamated bank would be controlled by a widely held bank holding company that, at the time the application was made, controlled

      • (i) the applicant, or

      • (ii) any other applicant that is a bank named in Schedule I as that Schedule read immediately before the day section 184 of the Financial Consumer Agency of Canada Act comes into force, other than a bank in respect of which the Minister has specified that subsection 378(1) no longer applies.

  • Marginal note:Restriction

    (3) Despite subsection (1), if the amalgamated bank would be a bank with equity of twelve billion dollars or more, the Minister shall not issue letters patent referred to in that subsection unless the amalgamated bank is

    • (a) widely held;

    • (b) controlled, within the meaning of paragraphs 3(1)(a) and (d), by a widely held bank, or by a widely held bank holding company, that controlled one of the applicants at the time the application was made; or

    • (c) controlled, within the meaning of paragraph 3(1)(d), by a widely held insurance holding company, or by an eligible Canadian financial institution, as defined in subsection 370(1), other than a bank, or by an eligible foreign institution, as defined in subsection 370(1), that controlled one of the applicants at the time the application was made.

  • 1991, c. 46, s. 223
  • 2001, c. 9, s. 84
  • 2007, c. 6, s. 132
  • 2010, c. 12, s. 1997
  • 2012, c. 5, s. 8
  • 2014, c. 39, s. 274
 
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