PART 9Directors and Officers (continued)
Marginal note:Statement of director
131 (1) Subject to the by-laws, a director is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the director if a meeting is called for that purpose.
Marginal note:Circulating statement
(2) A corporation shall immediately give notice to the members of the statement in the manner referred to in section 162.
Marginal note:Statement to Director
(3) A corporation shall immediately send a copy of the statement to the Director.
(4) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section.
Marginal note:Filling vacancy
132 (1) Subject to subsections (4) and (5), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors provided for in the articles or a failure to elect the number or minimum number of directors provided for in the articles.
Marginal note:Calling meeting
(2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member.
Marginal note:Order of appointment
(3) If a corporation has neither directors nor members, the court may, on the application of an interested party, make an order appointing the required number or minimum number of directors provided for in the articles.
Marginal note:Director elected by class or group
(4) If any class or group of members has an exclusive right to elect one or more directors and a vacancy occurs among those directors,
(a) subject to subsection (5), the remaining directors elected by the class or group may fill the vacancy, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors provided for in the articles for that class or group or from a failure to elect the number or minimum number of directors provided for in the articles for the class or group; or
(b) if there are no remaining directors, any member of the class or group may call a meeting of the class or group to fill the vacancy.
Marginal note:Member filling vacancy
(5) The by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members, or by a vote of the members of any class or group having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or group.
Marginal note:Unexpired term
(6) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.
Marginal note:Change in number of directors
133 (1) The members of a corporation may amend the articles to increase or decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.
Marginal note:Election of directors where articles amended
(2) If the members at a meeting adopt an amendment to the articles of a corporation to increase or decrease the number or minimum or maximum number of directors, the members may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, despite subsections 202(1) and 276(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the members adopt the amendment.
Marginal note:Fixing the number of directors
(3) If a minimum and maximum number of directors is provided for in the articles, the members may, from time to time by ordinary resolution, fix the number of directors of the corporation and the number of directors to be elected at annual meetings of the members or delegate those powers to the directors. No decrease in the number of directors shall shorten the term of an incumbent director.
Marginal note:Notice of change of director or director’s address
134 (1) A corporation shall send to the Director a notice, within the prescribed period and in the form that the Director fixes, setting out any change among its directors or of the address of a director.
Marginal note:Director’s change of address
(2) A director shall, within the prescribed period, send the corporation a notice of any change in his or her address.
Marginal note:Application to court
(3) The court may, on the application of an interested person or the Director, make an order requiring a corporation to comply with subsection (1) and make any further order that it thinks fit.
Marginal note:Attendance at meeting
135 A director is entitled to attend and be heard at every meeting of members.
Marginal note:Meeting of directors
(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, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
Marginal note:Notice of meeting
(3) A notice of a meeting of directors shall specify any matter referred to in subsection 138(2) 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
(4) A director may waive 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 if the 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.
(5) 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
(6) If a corporation has only one director, that director may constitute a meeting.
(7) 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, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director so participating in a meeting is deemed for the purposes of this Act to be present at that meeting.
Marginal note:Decisions made by consensus
Marginal note:Meaning of consensus, etc.
(2) By-laws that provide for consensus decision-making shall define the meaning of consensus, provide for how to determine when consensus cannot be reached and establish the manner of referring any matter on which consensus cannot be reached to a vote.
Marginal note:Voting requirements satisfied
(3) A decision made by consensus in accordance with this section is deemed to satisfy any requirement under this Act for the taking of a vote.
Marginal note:Limits on authority
(2) Despite subsection (1), no managing director and no committee of directors has authority to
(a) submit to the members any question or matter requiring the approval of members;
(b) fill a vacancy among the directors or in the office of public accountant or appoint additional directors;
(c) issue debt obligations except as authorized by the directors;
(d) approve any financial statements referred to in section 172;
(e) adopt, amend or repeal by-laws; or
(f) establish contributions to be made, or dues to be paid, by members under section 30.
- Date modified: