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Canada Business Corporations Act (R.S.C., 1985, c. C-44)

Act current to 2020-10-05 and last amended on 2020-01-01. Previous Versions

PART XDirectors and Officers (continued)

Marginal note:Notice of change of director or director’s address

  •  (1) A corporation shall, within fifteen days after

    • (a) a change is made among its directors, or

    • (b) it receives a notice of change of address of a director referred to in subsection (1.1),

    send to the Director a notice, in the form that the Director fixes, setting out the change, and the Director shall file the notice.

  • Marginal note:Director’s change of address

    (1.1) A director shall, within fifteen days after changing his or her address, send the corporation a notice of that change.

  • Marginal note:Application to court

    (2) Any interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit.

  • R.S., 1985, c. C-44, s. 113
  • 2001, c. 14, s. 42

Marginal note:Meeting of directors

  •  (1) Unless the articles or by-laws otherwise provide, the directors may meet at any place and on such notice as the by-laws require.

  • Marginal note:Quorum

    (2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

  • Marginal note:Canadian directors present at meetings

    (3) Directors, other than directors of a corporation referred to in subsection 105(4), shall not transact business at a meeting of directors unless,

    • (a) if the corporation is subject to subsection 105(3), at least twenty-five per cent of the directors present are resident Canadians or, if the corporation has less than four directors, at least one of the directors present is a resident Canadian; or

    • (b) if the corporation is subject to subsection 105(3.1), a majority of directors present are resident Canadians or if the corporation has only two directors, at least one of the directors present is a resident Canadian.

  • Marginal note:Exception

    (4) Despite subsection (3), directors may transact business at a meeting of directors where the number of resident Canadian directors, required under that subsection, is not present if

    • (a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and

    • (b) the required number of resident Canadian directors would have been present had that director been present at the meeting.

  • Marginal note:Notice of meeting

    (5) A notice of a meeting of directors shall specify any matter referred to in subsection 115(3) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not specify the purpose of or the business to be transacted at the meeting.

  • Marginal note:Waiver of notice

    (6) A director may in any manner waive a notice of a meeting of directors; and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a 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:Adjournment

    (7) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

  • Marginal note:One director meeting

    (8) Where a corporation has only one director, that director may constitute a meeting.

  • Marginal note:Participation

    (9) Subject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting.

  • R.S., 1985, c. C-44, s. 114
  • 2001, c. 14, s. 43

Marginal note:Delegation

  •  (1) Directors of a corporation may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee any of the powers of the directors.

  • (2) [Repealed, 2001, c. 14, s. 44]

  • Marginal note:Limits on authority

    (3) Notwithstanding subsection (1), no managing director and no committee of directors has authority to

    • (a) submit to the shareholders any question or matter requiring the approval of the shareholders;

    • (b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;

    • (c) issue securities except as authorized by the directors;

    • (c.1) issue shares of a series under section 27 except as authorized by the directors;

    • (d) declare dividends;

    • (e) purchase, redeem or otherwise acquire shares issued by the corporation;

    • (f) pay a commission referred to in section 41 except as authorized by the directors;

    • (g) approve a management proxy circular referred to in Part XIII;

    • (h) approve a take-over bid circular or directors’ circular referred to in Part XVII;

    • (i) approve any financial statements referred to in section 155; or

    • (j) adopt, amend or repeal by-laws.

  • R.S., 1985, c. C-44, s. 115
  • 2001, c. 14, s. 44

Marginal note:Validity of acts of directors and officers

 An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.

  • R.S., 1985, c. C-44, s. 116
  • 2001, c. 14, s. 135(E)

Marginal note:Resolution in lieu of meeting

  •  (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

  • Marginal note:Filing resolution

    (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.

  • Marginal note:Evidence

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

  • R.S., 1985, c. C-44, s. 117
  • 2001, c. 14, s. 45

Marginal note:Directors’ liability

  •  (1) Directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 25 for a consideration other than money are jointly and severally, or solidarily, liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.

  • Marginal note:Further directors’ liabilities

    (2) Directors of a corporation who vote for or consent to a resolution authorizing any of the following are jointly and severally, or solidarily, liable to restore to the corporation any amounts so distributed or paid and not otherwise recovered by the corporation:

    • (a) a purchase, redemption or other acquisition of shares contrary to section 34, 35 or 36;

    • (b) a commission contrary to section 41;

    • (c) a payment of a dividend contrary to section 42;

    • (d) a payment of an indemnity contrary to section 124; or

    • (e) a payment to a shareholder contrary to section 190 or 241.

  • Marginal note:Contribution

    (3) A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.

  • Marginal note:Recovery

    (4) A director liable under subsection (2) is entitled to apply to a court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241.

  • Marginal note:Order of court

    (5) In connection with an application under subsection (4) a court may, if it is satisfied that it is equitable to do so,

    • (a) order a shareholder or other recipient to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 34, 35, 36, 41, 42, 124, 190 or 241;

    • (b) order a corporation to return or issue shares to a person from whom the corporation has purchased, redeemed or otherwise acquired shares; or

    • (c) make any further order it thinks fit.

  • Marginal note:No liability

    (6) A director who proves that the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money is not liable under subsection (1).

  • Marginal note:Limitation

    (7) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.

  • R.S., 1985, c. C-44, s. 118
  • 2001, c. 14, ss. 46, 135(E)
 
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