Trust and Loan Companies Act

Marginal note:Calling meetings

• 140 (1) The directors of a company

  • (a) shall, after the meeting called pursuant to subsection 50(1), call the first annual meeting of shareholders of the company, which meeting must be held not later than six months after the end of the first financial year of the company, and subsequently call an annual meeting of shareholders, which meeting must be held not later than six months after the end of each financial year; and

  • (b) may at any time call a special meeting of shareholders.

• Marginal note:Fixing record date

  (2) For the purpose of determining shareholders

  • (a) entitled to receive payment of a dividend,

  • (b) entitled to participate in a liquidation distribution, or

  • (c) for any other purpose except the right to receive notice of, or to vote at, a meeting,

  the directors may fix in advance a date as the record date for the determination of shareholders, but the record date so fixed shall not precede by more than fifty days the particular action to be taken.

• Marginal note:Record date for meetings

  (3) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for the determination of shareholders, but the record date so fixed shall not precede by more than fifty days or by less than twenty-one days the date on which the meeting is to be held.

• Marginal note:No record date fixed

  (4) If no record date is fixed pursuant to subsection (2) or (3),

  • (a) the record date for the determination of shareholders for any purpose, other than to establish a shareholder’s right to receive notice of a meeting or to vote, is the day on which the directors pass the resolution relating to the particular purpose; and

  • (b) the record date for the determination of shareholders entitled to receive notice of, or to vote at, a meeting of shareholders is

    • (i) the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held.

• Marginal note:When record date fixed

  (5) When a record date is fixed for a company, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the central securities register at the close of business on the date the directors fix the record date, notice thereof shall, not less than seven days before the record date, be given

  • (a) by advertisement in a newspaper in general circulation in the place where the head office of the company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded; and

  • (b) by written notice to each stock exchange, if any, in Canada on which the shares of the company are listed for trading.