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

Marginal note:Delegation

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• (2) [Repealed, 2001, c. 14, s. 44]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