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

Marginal note:Attendance at meeting

• 110 (1) A director of a corporation is entitled to receive notice of and to attend and be heard at every meeting of shareholders.

• Marginal note:Statement of director

  (2) A director who

  • (a) resigns,

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

  • (c) receives a notice or otherwise learns of a meeting of directors or shareholders 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 corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution.

• Marginal note:Circulating statement

  (3) A corporation shall forthwith send a copy of the statement referred to in subsection (2) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director unless the statement is included in or attached to a management proxy circular required by section 150.

• Marginal note:Immunity

  (4) No corporation or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (3).