PART VICorporate Governance (continued)
Directors and Officers (continued)
Meetings of the Board
Marginal note:Meetings required
Marginal note:Place for meetings
(2) The directors may meet at any place unless the by-laws provide otherwise.
Marginal note:Notice for meetings
(3) The notice for the meetings must be given as required by the by-laws.
- 1991, c. 45, s. 184
- 1997, c. 15, s. 357
Marginal note:Notice of meeting
185 (1) A notice of a meeting of directors shall specify each matter referred to in section 202 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.
Marginal note:Waiver of notice
(2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director attends the 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:Adjourned meeting
(3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.
186 (1) Subject to section 187, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
(2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be
Marginal note:Director continues to be present
(3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 208(1), present at any particular time during the meeting is considered to be present for the purposes of this section.
- 1991, c. 45, s. 186
- 2005, c. 54, s. 401
Marginal note:Resident Canadian majority
(2) Despite subsection (1), the directors of a company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if
(a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and
(b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.
- 1991, c. 45, s. 187
- 2013, c. 33, s. 104
Marginal note:Presence of unaffiliated director
(2) Despite subsection (1), the directors of a company may transact business at a meeting of directors if a director who is not affiliated with the company and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting.
(3) Subsection (1) does not apply if all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament.
- 2001, c. 9, s. 501
Marginal note:Electronic meeting
188 (1) Subject to the by-laws of a company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.
Marginal note:Deemed present
(2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.
Marginal note:Resolution outside board meeting
Marginal note:Filing directors’ resolution
(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.
Marginal note:Resolution outside committee meeting
(3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 198(3) or a resolution of the conduct review committee in carrying out its duties under subsection 199(3), is as valid as if it had been passed at a meeting of that committee.
Marginal note:Filing committee resolution
(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.
(5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
- 1997, c. 15, s. 358
- 2005, c. 54, s. 402
Marginal note:Dissent of director
(a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;
(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) the director sends the director’s dissent by registered mail or delivers it to the head office of the company immediately after the meeting is adjourned.
Marginal note:Loss of right to dissent
(2) A director of a company who votes for or consents to a resolution is not entitled to dissent under subsection (1).
Marginal note:Dissent of absent director
(3) A director of a company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director
Marginal note:Record of attendance
Marginal note:Statement to shareholders
(2) A company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.
- 1991, c. 45, s. 190
- 1997, c. 15, s. 359
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