GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 164
Disqualified persons 164 The following persons are disqualified from being directors of a company: (a) a person who is less than eighteen years of age; (b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who has the status of a bankrupt; (d) a person who is not a natural person; (e) a person who is prohibited by section 386 or 399 from exercising voting rights attached to shares of the company or whose voting rights attached to the shares are suspended under section 401.1 or subsection 527.5(4); (f) a person who is an officer, director or full time employee of an entity that is prohibited by section 386 or 399 from exercising voting rights attached to shares of the company or whose voting rights attached to the shares are suspended under section 401.1 or subsection 527.5(4); (f.1) a person who is an officer, director, employee or agent of — or any other person acting on behalf of — an eligible agent within the meaning of section 374.1; (g) [Repealed, 2013, c. 40, s. 160] (h) a minister of Her Majesty in right of Canada or in right of a province; and (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. 1991, c. 45, s. 164; 1994, c. 47, s. 203; 1997, c. 15, s. 350; 2012, c. 19, s. 326, c. 31, s. 99; 2013, c. 40, s. 160 2023, c. 26, s. 519
Trust and Loan Companies Act — T-19.8 165
No shareholder requirement 165 A director of a company is not required to hold shares of the company.
Trust and Loan Companies Act — T-19.8 166
Affiliated person 166 The Governor in Council may make regulations specifying the circumstances under which a natural person is affiliated with a company for the purposes of this Act.
Trust and Loan Companies Act — T-19.8 166.1
Affiliated director determination 166.1 (1) Notwithstanding section 166, the Superintendent may determine that a particular director is affiliated with a company for the purposes of this Act if, in the opinion of the Superintendent, the director has a significant or sufficient commercial, business or financial relationship with the company or with an affiliate of the company to the extent that the relationship can be construed as being material to the director and can reasonably be expected to affect the exercise of the director’s best judgment. Notification by Superintendent (2) A determination by the Superintendent under subsection (1) (a) becomes effective on the day of the next annual meeting of the shareholders unless a notice in writing by the Superintendent revoking the determination is received by the company prior to that day; and (b) ceases to be in effect on the day of the next annual meeting of the shareholders after a notice in writing by the Superintendent revoking the determination is received by the company. 1996, c. 6, s. 117
Trust and Loan Companies Act — T-19.8 167
Unaffiliated directors 167 (1) At the election of directors at each annual meeting of a company and at all times until the day of the next annual meeting, no more than two thirds of the directors may be persons affiliated with the company. Exception (2) Subsection (1) does not apply where all the voting shares of a company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament. Determination of affiliation (3) For the purposes of subsection (1), whether or not a person is affiliated with a company shall be determined as at the day the notice of the annual meeting is sent to shareholders pursuant to section 141 and that determination becomes effective on the day of that meeting, and a person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders.
Trust and Loan Companies Act — T-19.8 168
Limit on directors 168 No more than 15 per cent of the directors of a company may, at each director’s election or appointment, be employees of the company or a subsidiary of the company, except that up to four persons who are employees of the company or a subsidiary of the company may be directors of the company if those directors constitute not more than one half of the directors of the company.
Trust and Loan Companies Act — T-19.8 169
Number of directors 169 (1) Subject to subsection 163(1) and sections 172 and 222, the directors of a company shall, by by-law, determine the number of directors or the minimum and maximum number of directors, but no by-law that decreases the number of directors shortens the term of an incumbent director. Election at annual meeting (2) A by-law made pursuant to subsection (1) that provides for a minimum and maximum number of directors may provide that the number of directors to be elected at any annual meeting of the shareholders be such number as is fixed by the directors prior to the annual meeting.
Trust and Loan Companies Act — T-19.8 169.1
Election or appointment as director 169.1 The election or appointment of a person as a director is subject to the following: (a) the person was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or (b) the person was not present at the meeting when the election or appointment took place but (i) consented in writing to hold office as a director before the election or appointment or within 10 days after it, or (ii) acted as a director after the election or appointment. 2005, c. 54, s. 397
Trust and Loan Companies Act — T-19.8 170
Term of directors 170 (1) Except where this Act or the by-laws of a company provide for cumulative voting, a company may, by by-law, provide that the directors be elected for terms of one, two or three years. Term of one, two or three years (2) A director elected for a term of one, two or three years holds office until the close of the first, second or third annual meeting of shareholders, as the case may be, following the election of the director. No stated term (3) A director who is not elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting of shareholders following the election of the director. Tenure of office (4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. Idem (5) If a by-law of a company provides that the directors be elected for a term of two or three years, it may also provide that the term of office of each director be for the whole of that term, or that, as nearly as may be, one half of the directors retire each year if the term is two years, and that one third of the directors retire each year if the term is three years. Composition requirements (6) Where a director of a company is elected or appointed for a term of more than one year, the company shall comply with subsections 163(2) and 167(1) and section 168 at each annual meeting of shareholders during the director’s term of office as if that director were elected or appointed on that date. Transitional (7) Subsection (6) does not apply in respect of a former-Act company until the day of the third annual meeting of shareholders after the coming into force of this section.
Trust and Loan Companies Act — T-19.8 171
Determining election of directors 171 (1) Except where this Act or the by-laws of a company provide for cumulative voting, the persons, to the number authorized to be elected, who receive the greatest number of votes at an election of directors of a company shall be the directors thereof. Idem (2) If, at any election of directors referred to in subsection (1), two or more persons receive an equal number of votes and there are not sufficient vacancies remaining to enable all the persons receiving an equal number of votes to be elected, the directors who receive a greater number of votes or the majority of them shall, in order to complete the full number of directors, determine which of the persons so receiving an equal number of votes are to be elected.
Trust and Loan Companies Act — T-19.8 173
Re-election of directors 173 A director who has completed a term of office is, if otherwise qualified, eligible for re-election.
Trust and Loan Companies Act — T-19.8 174
Void election or appointment 174 (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 163(2) or 167(1) or section 168, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance. Failure to elect minimum (2) Where, at the close of a meeting of shareholders of a company, the shareholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a company, the purported election of directors at the meeting (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum. (3) and (4) [Repealed, 1997, c. 15, s. 353] 1991, c. 45, s. 174; 1997, c. 15, s. 353
Trust and Loan Companies Act — T-19.8 175
Directors where elections incomplete or void 175 (1) Notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), where subsection 174(1) or (2) applies at the close of any meeting of shareholders of a company, the board of directors shall, until their successors are elected or appointed, consist solely of (a) where paragraph 174(2)(a) applies, the directors referred to in that paragraph; or (b) where subsection 174(1) or paragraph 174(2)(b) applies, the persons who were the incumbent directors immediately before the meeting. Where there is no approved rectification plan (2) Notwithstanding subsections 170(2) and (3) and paragraphs 172(1)(f) and 176(1)(a), where a plan to rectify the non-compliance referred to in subsection 174(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred. Directors to call meeting (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 174(2)(a) applies, or elect a new board of directors, where subsection 174(1) or paragraph 174(2)(b) applies. Shareholder may call meeting (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder. 1991, c. 45, s. 175; 1997, c. 15, s. 354
Trust and Loan Companies Act — T-19.8 176
Ceasing to hold office 176 (1) A director ceases to hold office (a) at the close of the annual meeting at which the director’s term of office expires; (b) when the director dies or resigns; (c) when the director becomes disqualified under section 164 or ineligible to hold office pursuant to subsection 208(2); (d) when the director is removed under section 177; or (e) when the director is removed from office under section 509.1 or 509.2. Date of resignation (2) The resignation of a director of a company becomes effective at the time a written resignation is sent to the company by the director or at the time specified in the resignation, whichever is later. 1991, c. 45, s. 176; 2001, c. 9, s. 500
Trust and Loan Companies Act — T-19.8 177
Removal of director 177 (1) Subject to paragraph 172(1)(g), the shareholders of a company may by resolution at a special meeting remove any director or all the directors from office. Exception (2) Where the holders of any class or series of shares of a company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series. Vacancy by removal (3) Subject to paragraphs 172(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 181 or 182.
Trust and Loan Companies Act — T-19.8 178
Statement of director 178 (1) A director who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire, is entitled to submit to the company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution. Statement re disagreement (2) Where a director resigns as a result of a disagreement with the other directors or the officers of a company, the director shall submit to the company and the Superintendent a written statement setting out the nature of the disagreement.
Trust and Loan Companies Act — T-19.8 179
Circulation of statement 179 (1) A company shall without delay on receipt of a director’s statement referred to in subsection 178(1) relating to a matter referred to in paragraph 178(1)(b) or (c), or a director’s statement referred to in subsection 178(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is included in or attached to a management proxy circular required by subsection 160.05(1). Immunity for statement (2) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 1991, c. 45, s. 179; 1997, c. 15, s. 355
Trust and Loan Companies Act — T-19.8 180
Shareholders filling vacancy 180 The by-laws of a company may provide that a vacancy among the directors is to be filled only (a) by a vote of the shareholders; or (b) by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.
Trust and Loan Companies Act — T-19.8 181
Directors filling vacancy 181 (1) Despite section 187 but subject to subsection (2) and sections 180 and 182, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws. Where composition fails (2) Notwithstanding sections 180 and 187, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 163, subsection 167(1) and section 168, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith. 1991, c. 45, s. 181; 2005, c. 54, s. 399
Trust and Loan Companies Act — T-19.8 182
Class vacancy 182 Notwithstanding section 187, where the holders of any class or series of shares of a company have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 180, (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series; (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 163, subsection 167(1) and section 168, the other directors may fill that vacancy; and (c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy. 1991, c. 45, s. 182; 2005, c. 54, s. 400
Trust and Loan Companies Act — T-19.8 183
Unexpired term 183 (1) Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office. Affiliation (2) Notwithstanding subsection 167(3), the affiliation of a person to be elected or appointed to fill a vacancy shall be determined as at the date of the person’s election or appointment and that person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders.
Trust and Loan Companies Act — T-19.8 183.1
Additional directors 183.1 (1) The directors may appoint one or more additional directors where the by-laws of the company allow them to do so and the by-laws determine the minimum and maximum numbers of directors. Term of office (2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the company. Limit on number appointed (3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the company. 1997, c. 15, s. 356
Trust and Loan Companies Act — T-19.8 184
Meetings required 184 (1) The directors shall meet at least four times during each financial year. Place for meetings (2) The directors may meet at any place unless the by-laws provide otherwise. 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
Trust and Loan Companies Act — T-19.8 185
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. 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. 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.
Trust and Loan Companies Act — T-19.8 186
Quorum 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. Idem (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be (a) a majority of the minimum number of directors required by this Act for the board of directors or a committee of directors; or (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the company. 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
Trust and Loan Companies Act — T-19.8 187
Resident Canadian majority 187 (1) The directors of a company shall not transact business at a meeting of directors unless (a) in the case of a company that is the subsidiary of a foreign institution, at least one half of the directors present are resident Canadians; and (b) in the case of any other company, a majority of the directors present are resident Canadians. Exception (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
Trust and Loan Companies Act — T-19.8 187.1
Presence of unaffiliated director 187.1 (1) The directors of a company shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the company is present. Exception (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. Exception (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
Trust and Loan Companies Act — T-19.8 188
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. 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.
Trust and Loan Companies Act — T-19.8 188.1
Resolution outside board meeting 188.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors. 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. 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. 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. Evidence (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