GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Business Corporations Act — C-44 131
lishes the circumstances described in paragraph (4)(a). Tipping — compensation to persons (6) An insider of the corporation who discloses to another person confidential information with respect to the corporation that has not been generally disclosed and that, if generally known, might reasonably be expected to affect materially the value of any of the securities of the corporation is liable to compensate for damages any person who subsequently sells securities of the corporation to, or purchases securities of the corporation from, any person that received the information, unless the insider establishes (a) that the insider reasonably believed that the information had been generally disclosed; (b) that the information was known, or ought reasonably to have been known, by the person who alleges to have suffered the damages; (c) that the disclosure of the information was necessary in the course of the business of the insider, except if the insider is a person described in subsection (3) or (3.1); or (d) if the insider is a person described in subsection (3) or (3.1), that the disclosure of the information was necessary to effect the take-over bid or the business combination, as the case may be. Tipping — compensation to corporation (7) The insider is accountable to the corporation for any benefit or advantage received or receivable by the insider as a result of a disclosure of the information as described in subsection (6) unless the insider establishes the circumstances described in paragraph (6)(a), (c) or (d). Measure of damages (8) The court may assess damages under subsection (4) or (6) in accordance with any measure of damages that it considers relevant in the circumstances. However, in assessing damages in a situation involving a security of a distributing corporation, the court must consider the following: (a) if the plaintiff is a purchaser, the price paid by the plaintiff for the security less the average market price of the security over the twenty trading days immediately following general disclosure of the information; and (b) if the plaintiff is a seller, the average market price of the security over the twenty trading days immediately following general disclosure of the information, less the price that the plaintiff received for the security. Liability (9) If more than one insider is liable under subsection (4) or (6) with respect to the same transaction or series of transactions, their liability is joint and several, or solidary. Limitation (10) An action to enforce a right created by subsections (4) to (7) may be commenced only within two years after discovery of the facts that gave rise to the cause of action. R.S., 1985, c. C-44, s. 131; 2001, c. 14, s. 54
Canada Business Corporations Act — C-44 132
Place of meetings 132 (1) Meetings of shareholders of a corporation shall be held at the place within Canada provided in the by-laws or, in the absence of such provision, at the place within Canada that the directors determine. Meeting outside Canada (2) Despite subsection (1), a meeting of shareholders of a corporation may be held at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place. Exception (3) A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held. Participation in meeting by electronic means (4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting. Meeting held by electronic means (5) If the directors or the shareholders of a corporation call a meeting of shareholders pursuant to this Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide. R.S., 1985, c. C-44, s. 132; 2001, c. 14, s. 55
Canada Business Corporations Act — C-44 133
Calling annual meetings 133 (1) The directors of a corporation shall call an annual meeting of shareholders (a) not later than eighteen months after the corporation comes into existence; and (b) subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year. Calling special meetings (2) The directors of a corporation may at any time call a special meeting of shareholders. Order to delay calling of annual meeting (3) Despite subsection (1), the corporation may apply to the court for an order extending the time for calling an annual meeting. R.S., 1985, c. C-44, s. 133; 2001, c. 14, s. 56
Canada Business Corporations Act — C-44 134
Fixing record date 134 (1) The directors may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholders (a) entitled to receive payment of a dividend; (b) entitled to participate in a liquidation distribution; (c) entitled to receive notice of a meeting of shareholders; (d) entitled to vote at a meeting of shareholders; or (e) for any other purpose. No record date fixed (2) If no record date is fixed, (a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be (i) at the close of business on 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; and (b) 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 shall be at the close of business on the day on which the directors pass the resolution relating thereto. When record date fixed (3) If a record date is fixed, 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 securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed period (a) by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and (b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading. (4) [Repealed, 2001, c. 14, s. 57] R.S., 1985, c. C-44, s. 134; 2001, c. 14, s. 57
Canada Business Corporations Act — C-44 135
Notice of meeting 135 (1) Notice of the time and place of a meeting of shareholders shall be sent within the prescribed period to (a) each shareholder entitled to vote at the meeting; (b) each director; and (c) the auditor of the corporation. Exception — not a distributing corporation (1.1) In the case of a corporation that is not a distributing corporation, the notice may be sent within a shorter period if so specified in the articles or by-laws. Exception — shareholders not registered (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 paragraph 134(1)(c) or subsection 134(2), 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. R.S., 1985, c. C-44, s. 135; 2001, c. 14, s. 58
Canada Business Corporations Act — C-44 136
Waiver of notice 136 A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. R.S., 1985, c. C-44, s. 136; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 137
efore the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or (e) the rights conferred by this section are being abused to secure publicity. Corporation may refuse to include proposal (5.1) If a person who submits a proposal fails to continue to hold or own the number of shares referred to in subsection (1.1) up to and including the day of the meeting, the corporation is not required to set out in the management proxy circular, or attach to it, any proposal submitted by that person for any meeting held within the prescribed period following the date of the meeting. Immunity (6) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section. Notice of refusal (7) If a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection (1.4), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal. Person may apply to court (8) On the application of a person submitting a proposal who claims to be aggrieved by a corporation’s refusal under subsection (7), a court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit. Corporation’s application to court (9) The corporation or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the corporation to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit. Director entitled to notice (10) An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. R.S., 1985, c. C-44, s. 137; 2001, c. 14, s. 59; 2011, c. 21, s. 53(F) 2018, c. 8, s. 15
Canada Business Corporations Act — C-44 138
List of shareholders entitled to receive notice 138 (1) A corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder, (a) if a record date is fixed under paragraph 134(1)(c), not later than ten days after that date; or (b) if no record date is fixed, on the record date established under paragraph 134(2)(a). Voting list — if record date fixed (2) If a record date for voting is fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after the record date, an alphabetical list of shareholders entitled to vote as of the record date at a meeting of shareholders that shows the number of shares held by each shareholder. Voting list — if no record date fixed (3) If a record date for voting is not fixed under paragraph 134(1)(d), the corporation shall prepare, not later than 10 days after the record date that is fixed under paragraph 134(1)(c) or not later than the record date that is established under paragraph 134(2)(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder. Entitlement to vote (3.1) A shareholder whose name appears on a list prepared under subsection (2) or (3) is entitled to vote the shares shown opposite their name at the meeting to which the list relates. Examination of list (4) A shareholder may examine the list of shareholders (a) during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and (b) at the meeting of shareholders for which the list was prepared. R.S., 1985, c. C-44, s. 138; 2001, c. 14, s. 60; 2018, c. 8, s. 16(E)
Canada Business Corporations Act — C-44 139
Quorum 139 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. Opening quorum sufficient (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. Adjournment (3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. One shareholder meeting (4) If a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting. 1974-75-76, c. 33, s. 133; 1978-79, c. 9, ss. 1(F), 41
Canada Business Corporations Act — C-44 140
Right to vote 140 (1) Unless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders. Representative (2) If a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation. Powers of representative (3) An individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder. Joint shareholders (4) Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present, in person or by proxy, vote, they shall vote as one on the shares jointly held by them. R.S., 1985, c. C-44, s. 140; 2001, c. 14, s. 135(E)
Canada Business Corporations Act — C-44 141
Voting 141 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. Ballot (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands. Electronic voting (3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in subsection (1) may be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility, if the corporation makes available such a communication facility. Voting while participating electronically (4) Unless the by-laws otherwise provide, any person participating in a meeting of shareholders under subsection 132(4) or (5) and entitled to vote at that meeting may vote, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose. R.S., 1985, c. C-44, s. 141; 2001, c. 14, s. 61
Canada Business Corporations Act — C-44 142
Resolution in lieu of meeting 142 (1) Except where a written statement is submitted by a director under subsection 110(2) or by an auditor under subsection 168(5), (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders. Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders. Evidence (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. R.S., 1985, c. C-44, s. 142; 2001, c. 14, s. 62
Canada Business Corporations Act — C-44 143
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 paragraph 134(1)(c) and notice of it has been given under subsection 134(3); (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. R.S., 1985, c. C-44, s. 143; 2001, c. 14, s. 63
Canada Business Corporations Act — C-44 144
Meeting called by court 144 (1) A court, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if (a) it is impracticable to call the meeting within the time or in the manner in which those meetings are to be called; (b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or (c) the court thinks that the meeting should be called, held and conducted within the time or in the manner it directs for any other reason. 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. R.S., 1985, c. C-44, s. 144; 2001, c. 14, s. 64
Canada Business Corporations Act — C-44 145
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. R.S., 1985, c. C-44, s. 145; 2001, c. 14, s. 65(F)
Canada Business Corporations Act — C-44 145.1
Pooling agreement 145.1 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as provided in the agreement. 2001, c. 14, s. 66