PART VICorporate Governance (continued)
Fundamental Changes (continued)
Marginal note:Class vote
223 (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the by-laws otherwise provide in the case of an amendment to the by-laws referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series on a proposal to amend the by-laws to
(a) increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class;
(b) effect an exchange, reclassification or cancellation of all or part of the shares of that class;
(c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, without limiting the generality of the foregoing,
(i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,
(ii) add, remove or change prejudicially redemption rights,
(iii) reduce or remove a dividend preference or a liquidation preference, or
(iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of the company, or sinking fund provisions;
(d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class;
(e) create a new class of shares equal or superior to the shares of that class;
(f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or
(g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class.
Marginal note:Right limited
(2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) if that series is affected by an addition or amendment to the by-laws in a manner different from other shares of the same class.
Marginal note:Right to vote
(3) Subsections (1) and (2) apply whether or not the shares of a class otherwise carry the right to vote.
Marginal note:Separate resolutions
224 A proposed addition or amendment to the by-laws referred to in subsection 223(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution.
Marginal note:Revoking resolution
225 Where a special resolution referred to in subsection 222(2) so states, the directors may, without further approval of the shareholders, revoke the special resolution.
Marginal note:Proposal to amend
226 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of a company may, in accordance with sections 146 and 147, make a proposal to make an application referred to in section 220 or to make, amend or repeal the by-laws referred to in subsection 222(1) of the company.
Marginal note:Notice of amendment
(2) Notice of a meeting of shareholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of a company is to be considered must set out the proposal.
- 1991, c. 45, s. 226
- 2001, c. 9, s. 508
Marginal note:Rights preserved
227 No amendment to the incorporating instrument or by-laws of a company affects an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the company or any of its directors or officers are a party.
Marginal note:Application to amalgamate
228 On the joint application of
(a) two or more companies,
(b) one or more companies and one or more bodies corporate that are incorporated by or under an Act of Parliament, other than a federal credit union, or
(c) two or more bodies corporate incorporated by or under an Act of Parliament, other than a federal credit union,
the Minister may issue letters patent amalgamating and continuing the applicants as one company.
- 1991, c. 45, s. 228
- 2010, c. 12, s. 2125
Marginal note:Amalgamation agreement
Marginal note:Contents of agreement
(2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,
(a) the name of the amalgamated company and the province in which its head office is to be situated;
(b) the name and place of ordinary residence of each proposed director of the amalgamated company;
(c) the manner in which the shares of each applicant are to be converted into shares or other securities of the amalgamated company;
(d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated company;
(e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated company or of any other body corporate that are to be issued in the amalgamation;
(f) the proposed by-laws of the amalgamated company;
(g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company; and
(h) the proposed effective date of the amalgamation.
Marginal note:Cross ownership of shares
(3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated company.
- 1991, c. 45, s. 229
- 2005, c. 54, s. 412
Marginal note:Approval of agreement by Superintendent
230 An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 231(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing.
- 1991, c. 45, s. 230
- 2007, c. 6, s. 348
Marginal note:Shareholder approval
231 (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the holders of shares of the applicant company or body corporate of which they are directors and, subject to subsection (3), to the holders of each class or series of such shares.
Marginal note:Right to vote
(2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote.
Marginal note:Separate vote for class or series
(3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series.
Marginal note:Special resolution
(4) Subject to subsection (3), an amalgamation agreement is approved when the shareholders of each applicant company or body corporate have approved the amalgamation by special resolution.
(5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant notwithstanding that the agreement has been approved by the shareholders of all or any of the applicant companies or bodies corporate.
- 1991, c. 45, s. 231
- 2005, c. 54, s. 413
- Date modified: