Excerpts from:
Canada Business Corporations Act (CBCA) -- CHAPTER C-44
DIRECTORS AND OFFICERS
PART IX
RECEIVERS AND RECEIVER-MANAGERS
Functions of receiver
94. A receiver of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom he is appointed, but, except to the extent permitted by a court, he may
not carry on the business of the corporation.
1974-75-76, c. 33, s. 89.
Functions of receiver-manager
95. A receiver of a corporation may, if he is also appointed receiver-manager of the corporation, carry on any business of the corporation to protect the security interest of those on behalf of whom he is appointed.
1974-75-76, c. 33, s. 90.
DIRECTORS AND OFFICERS
Power To Manage:
102. (1) Subject to any unanimous shareholder agreement, the directors shall manage the business and affairs of a corporation.
Number of directors
(2) A corporation shall have one or more directors but a corporation, any of the issued securities of which are or were part of a distribution to the public and remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or
employees of the corporation or its affiliates.
1974-75-76, c. 33, s. 97; 1978-79, c. 9, s. 26.
By-laws
103. (1) Unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of the corporation.
Shareholder approval
(2) The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.
Effective date
(3) A by-law, or an amendment or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.
Idem
(4) If a by-law, an amendment or a repeal is rejected by the shareholders, or if the directors do not submit a by-law, an amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make,
amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.
Shareholder proposal
(5) A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with section 137, make a proposal to make, amend or repeal a by-law.
1974-75-76, c. 33, s. 98; 1978-79, c. 9, s. 27.
Organization meeting
104. (1) After issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may
(a) make by-laws;
(b) adopt forms of security certificates and corporate records;
(c) authorize the issue of securities;(d) appoint officers;
(e) appoint an auditor to hold office until the first annual meeting of shareholders;
(f) make banking arrangements; and (g) transact any other business.
Exception
(2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 185(4) or to which a certificate of continuance has been issued under subsection 187(4).
Calling meeting
(3) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days notice thereof by mail to each director, stating the time and place of the meeting.
1974-75-76, c. 33, s. 99; 1978-79, c. 9, s. 28.
Qualifications Of Directors:
105. (1) The following persons are disqualified from being a director of a corporation:
(a) Anyone who is less than eighteen years of age;
(b) Anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) A person who is not an individual; or
(d) A person who has the status of bankrupt.
Notice of meeting
135. (1) Notice of the time and place of a meeting of shareholders shall be sent not less than twenty-one days nor more than fifty days before the meeting,
(a) to each shareholder entitled to vote at the meeting;
(b) to each director; and
(c) to the auditor of the corporation.
Exception
(2) A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under subsection 134(2) or (3), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.
Adjournment
(3) If a meeting of shareholders is adjourned for less than thirty days it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.
Notice of adjourned meeting
(4) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 149(1) does not apply.
Business
(5) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements, auditor's report, election of directors and re-appointment of the incumbent auditor, is deemed to be special business.
Notice of business
(6) Notice of a meeting of shareholders at which special business is to be transacted shall state
(a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and
(b) the text of any special resolution to be submitted to the meeting.
1974-75-76, c. 33, s. 129.
Requisition Of Meeting
143. (1) The holders of not less than five per cent of the issued shares of a corporation that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.
Form
(2) The requisition referred to in subsection (1), which may consist of several documents of like form each signed by one or more shareholders, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.
Directors calling meeting
(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless
(a) a record date has been fixed under subsection 134(2) and notice thereof has been given under subsection 134(4);
(b) the directors have called a meeting of shareholders and have given notice thereof under section 135; or
(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 137(5)(b) to (e).
Shareholder calling meeting
(4) If the directors do not within twenty-one days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call the meeting.
Procedure
(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws, this Part and Part XIII.
Reimbursement
(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the shareholders the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
1974-75-76, c. 33, s. 137.
Meeting Called By Court
144. (1) If for any reason it is impracticable to call a meeting of shareholders of a corporation in the manner in which meetings of those shareholders may be called, or to conduct the meeting in the manner prescribed by the by-laws and this Act, or if for any other reason a court thinks fit, the court, on the application of a director, a shareholder entitled to vote at the meeting or the Director, may order a meeting to be called, held and conducted in such manner as the court directs.
Varying quorum
(2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.
Valid meeting
(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the corporation duly called, held and conducted.
1974-75-76, c. 33, s. 138.
Court review of election
145. (1) A corporation or a shareholder or director may apply to a court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation.
Powers of court
(2) On an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing,
(a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;
(b) an order declaring the result of the disputed election or appointment;
(c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the corporation until a new election is held or appointment made; and
(d) an order determining the voting rights of shareholders and of persons claiming to own shares.
1974-75-76, c. 33, s. 139.
Mandatory Solicitation
149. (1) Subject to subsection (2), the management of a corporation shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.
Exception
(2) Where a corporation has fewer than fifteen shareholders, two or more joint holders being counted as one shareholder, the management of the corporation is not required to send a form of proxy under subsection (1).
Offence
(3) If the management of a corporation fails to comply, without reasonable cause, with subsection (1), the corporation is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars.
Officers, etc., of corporations
(4) Where a corporation commits an offence under subsection (3), any director or officer of the corporation who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is
liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the corporation has been prosecuted or convicted.
1974-75-76, c. 33, s. 143. |
