GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 189
Dissent of director 189 (1) A director of a company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting; (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the company immediately after the meeting is adjourned. Loss of right to dissent (2) A director of a company who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director (3) A director of a company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director (a) causes the director’s dissent to be placed with the minutes of the meeting; or (b) sends the director’s dissent by registered mail or delivers it to the head office of the company.
Trust and Loan Companies Act — T-19.8 190
Record of attendance 190 (1) A company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors. Statement to shareholders (2) A company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director. 1991, c. 45, s. 190; 1997, c. 15, s. 359
Trust and Loan Companies Act — T-19.8 191
Meeting required by Superintendent 191 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a company to hold a meeting of directors of the company to consider the matters set out in the notice. Attendance of Superintendent (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).
Trust and Loan Companies Act — T-19.8 192
By-laws 192 (1) Unless this Act otherwise provides, the directors of a company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the company. Shareholder approval (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal. Effective date of by-law (3) Unless this Act otherwise provides, a by-law, or an amendment to 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. Effect where no shareholder approval (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, as the case may be, 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.
Trust and Loan Companies Act — T-19.8 193
Shareholder proposal of by-law 193 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 146 and 147, make a proposal to make, amend or repeal a by-law.
Trust and Loan Companies Act — T-19.8 194
By-laws of former-Act company 194 Subject to section 195, where a by-law of a former-Act company is in effect on the coming into force of this section, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.
Trust and Loan Companies Act — T-19.8 195
By-laws re remuneration 195 (1) A by-law of a company respecting the remuneration of the directors of the company, as directors, that is in effect on the coming into force of this section ceases to have effect on the day on which the first annual meeting is held following the coming into force of this section. Existing by-laws (2) A by-law made by the directors of a company under section 29 of the Trust Companies Act or section 29 of the Loan Companies Act as that section read immediately before the coming into force of this section, and not confirmed by the shareholders of the company in accordance with that section on or before the coming into force of this section, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the coming into force of this section. Shareholder approval (3) A by-law referred to in subsection (2) shall be submitted to the shareholders at the first meeting of shareholders following the coming into force of this section. Existing resolutions (4) Where the remuneration of directors of a former-Act company was, immediately prior to the coming into force of this section, fixed by a resolution of the directors, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the coming into force of this section. Application of ss. 192(3) and (4) and 193 (5) Subsections 192(3) and (4) and section 193 apply in respect of a by-law referred to in this section as if it were a by-law made under section 192.
Trust and Loan Companies Act — T-19.8 196
Deemed by-laws 196 (1) Any matter provided for in the incorporating instrument of a former-Act company on the coming into force of this section or of a body corporate continued as a company under this Act at the time of continuance that, under this Act, would be provided for in the by-laws of a company is deemed to be provided for in the by-laws of the company. By-law prevails (2) Where a by-law of the company made in accordance with sections 192 and 193 amends or repeals any matter referred to in subsection (1), the by-law prevails.
Trust and Loan Companies Act — T-19.8 197
Committees 197 The directors of a company may appoint from their number, in addition to the committees referred to in subsection 161(2), such other committees as they deem necessary and, subject to section 202, delegate to those committees such powers of the directors, and assign to those committees such duties, as the directors consider appropriate.
Trust and Loan Companies Act — T-19.8 198
Audit committee 198 (1) The audit committee of a company shall consist of at least three directors. Membership (2) A majority of the members of the audit committee must consist of directors who are not persons affiliated with the company and none of the members of the audit committee may be officers or employees of the company or a subsidiary of the company. Duties of audit committee (3) The audit committee of a company shall (a) review the annual statement of the company before the annual statement is approved by the directors; (b) review such returns of the company as the Superintendent may specify; (c) require the management of the company to implement and maintain appropriate internal control procedures; (c.1) review, evaluate and approve those procedures; (d) review such investments and transactions that could adversely affect the well-being of the company as the auditor or any officer of the company may bring to the attention of the committee; (e) meet with the auditor to discuss the annual statement and the returns and transactions referred to in this subsection; and (f) meet with the chief internal auditor of the company, or the officer or employee of the company acting in a similar capacity, and with management of the company, to discuss the effectiveness of the internal control procedures established for the company. Report (4) In the case of the annual statement and returns of a company that under this Act must be approved by the directors of the company, the audit committee of the company shall report thereon to the directors before the approval is given. Required meeting of directors (5) The audit committee of a company may call a meeting of the directors of the company to consider any matter of concern to the committee. 1991, c. 45, s. 198; 1997, c. 15, s. 360
Trust and Loan Companies Act — T-19.8 199
Conduct review committee 199 (1) The conduct review committee of a company shall consist of at least three directors. Membership (2) A majority of the members of the conduct review committee of a company must consist of directors who are not persons affiliated with the company and none of the members of the conduct review committee may be officers or employees of the company or a subsidiary of the company. Duties of conduct review committee (3) The conduct review committee of a company shall (a) require the management of the company to establish procedures for complying with Part XI; (b) review those procedures and their effectiveness in ensuring that the company is complying with Part XI; (b.1) if a widely held bank holding company or a widely held insurance holding company has a significant interest in any class of shares of the company, (i) establish policies for entering into transactions referred to in subsection 483.1(1), and (ii) review transactions referred to in subsection 483.3(1); and (c) review the practices of the company to ensure that any transactions with related parties of the company that may have a material effect on the stability or solvency of the company are identified. Company report to Superintendent (4) A company shall report to the Superintendent on the mandate and responsibilities of the conduct review committee and the procedures referred to in paragraph (3)(a). Committee report to directors (5) After each meeting of the conduct review committee of a company, the committee shall report to the directors of the company on matters reviewed by the committee. Directors’ report to Superintendent (6) Within ninety days after the end of each financial year, the directors of a company shall report to the Superintendent on what the conduct review committee did during the year in carrying out its responsibilities under subsection (3). 1991, c. 45, s. 199; 1997, c. 15, s. 361; 2001, c. 9, s. 502
Trust and Loan Companies Act — T-19.8 200
Chief executive officer 200 (1) The directors of a company shall appoint from their number a chief executive officer who must be ordinarily resident in Canada and, subject to section 202, may delegate to that officer any of the powers of the directors. Exception (2) Subsection (1) does not apply in respect of a former-Act company whose shareholders are confined to entities incorporated or formed by or under an Act of Parliament or of the legislature of a province that are, in the opinion of the directors, operating as credit unions or cooperative associations.
Trust and Loan Companies Act — T-19.8 201
Appointment of officers 201 (1) The directors of a company may, subject to the by-laws, designate the offices of the company, appoint officers thereto, specify the duties of those officers and delegate to them powers, subject to section 202, to manage the business and affairs of the company. Directors as officers (2) Subject to section 168, a director of a company may be appointed to any office of the company. Two or more offices (3) Two or more offices of a company may be held by the same person.
Trust and Loan Companies Act — T-19.8 202
Limits on power to delegate 202 The directors of a company may not delegate any of the following powers, namely, the power to (a) submit to the shareholders a question or matter requiring the approval of the shareholders; (b) fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors; (c) issue or cause to be issued securities, including an issue of shares of a series that is authorized in accordance with section 65, except in accordance with any authorization made by the directors; (d) declare a dividend; (e) authorize the redemption or other acquisition by the company pursuant to section 74 of shares issued by the company; (f) authorize the payment of a commission on a share issue; (g) approve a management proxy circular; (h) except as provided in this Act, approve the annual statement of the company and any other financial statements issued by the company; or (i) adopt, amend or repeal by-laws. 1991, c. 45, s. 202; 1997, c. 15, s. 362; 2005, c. 54, s. 403
Trust and Loan Companies Act — T-19.8 203
Exercise of trustee powers 203 (1) Where authorized to do so by a special resolution, the directors of a company that is a trust company pursuant to subsection 57(2) may delegate, with or without the power of sub-delegation, to the chief executive officer of the company, the exercise of all or any of the powers or authorities of the company, whether discretionary or otherwise, arising out of any will, trust, deed, contract or other instrument creating a trust. Performance by company (2) The exercise of any power or authority referred to in subsection (1) by the chief executive officer or that officer’s delegate, if any, constitutes an exercise of the power or authority by the company.
Trust and Loan Companies Act — T-19.8 204
Remuneration of directors, officers and employees 204 (1) Subject to this section and the by-laws, the directors of a company may fix the remuneration of the directors, officers and employees of the company. By-law required (2) No remuneration shall be paid to a director as director until a by-law fixing the aggregate of all amounts that may be paid to all directors in respect of directors’ remuneration during a fixed period of time has been confirmed by special resolution. 1991, c. 45, s. 204; 1994, c. 26, s. 74
Trust and Loan Companies Act — T-19.8 205
Validity of acts 205 (1) An act of a director or an officer of a company is valid notwithstanding a defect in the director’s qualification or an irregularity in the director’s election or in the appointment of the director or officer. Idem (2) An act of the board of directors of a company is valid notwithstanding a defect in the composition of the board or an irregularity in the election of the board or in the appointment of a member of the board.
Trust and Loan Companies Act — T-19.8 206
Right to attend meetings 206 A director of a company is entitled to attend and to be heard at every meeting of shareholders.
Trust and Loan Companies Act — T-19.8 207
Disclosure of interest 207 (1) A director or officer of a company shall disclose to the company, in writing or by requesting to have it entered in the minutes of a meeting of directors or a meeting of a committee of directors, the nature and extent of any interest they have in a material contract or material transaction with the company, whether entered into or proposed, if they (a) are a party to the contract or transaction; (b) are a director or officer of a party to the contract or transaction or a person acting in a similar capacity; or (c) have a material interest in a party to the contract or transaction. Time of disclosure — director (2) The disclosure shall be made in the case of a director (a) at the meeting of directors, or of a committee of directors, at which the proposed contract or transaction is first considered; (b) if at the time of the meeting referred to in paragraph (a) the director was not interested in the proposed contract or transaction, at the first one after they become interested in it; (c) if the director becomes interested after a contract or transaction is entered into, at the first one after they become interested; or (d) if a person who is interested in a contract or transaction becomes a director, at the first one after they become a director. Time of disclosure — officer (3) The disclosure shall be made in the case of an officer who is not a director (a) immediately after they become aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting of directors or of a committee of directors; (b) if they become interested after the contract or transaction is entered into, immediately after they become interested; or (c) if a person who is interested in a contract or transaction becomes an officer, immediately after they become an officer. Time of disclosure — contract not requiring approval (4) If the material contract or material transaction, whether entered into or proposed, is one that in the ordinary course of the company’s business would not require approval by the directors or shareholders, the director or officer shall disclose to the company, in writing or by requesting to have it entered in the minutes of a meeting of directors or of a committee of directors, the nature and extent of their interest immediately after they become aware of the contract or transaction. 1991, c. 45, s. 207; 2005, c. 54, s. 404
Trust and Loan Companies Act — T-19.8 208
Director to abstain 208 (1) A director who is required to make a disclosure under subsection 207(1) shall not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve it unless the contract or transaction (a) relates primarily to their remuneration as a director, officer, employee or agent of the company, an entity controlled by the company or an entity in which the company has a substantial investment; (b) is for indemnity under section 217 or insurance under section 218; or (c) is with an affiliate of the company. Ineligibility (2) Any director who knowingly contravenes subsection (1) ceases to hold office as director and is not eligible, for a period of five years after the date on which the contravention occurred, for election or appointment as a director of any financial institution that is incorporated or formed by or under an Act of Parliament. Validity of acts (3) An act of the board of directors of a company or of a committee of the board of directors is not invalid because a person acting as a director had ceased under subsection (2) to hold office as a director. 1991, c. 45, s. 208; 1997, c. 15, s. 363; 2005, c. 54, s. 405
Trust and Loan Companies Act — T-19.8 209
General notice 209 (1) For the purposes of subsection 207(1), a general notice to the directors declaring that a director or officer is to be regarded as interested for any of the following reasons in a contract or transaction entered into with a party is a sufficient declaration of interest in relation to any contract or transaction with that party: (a) the director or officer is a director or officer of a party referred to in paragraph 207(1)(b) or (c) or a person acting in a similar capacity; (b) the director or officer has a material interest in the party; or (c) there has been a material change in the nature of the director’s or officer’s interest in the party. Access to disclosures (2) The shareholders of the company may examine the portions of any minutes of meetings of directors or committees of directors that contain disclosures under subsection 207(1), or the portions of any other documents that contain those disclosures, during the usual business hours of the company. 1991, c. 45, s. 209; 2005, c. 54, s. 406
Trust and Loan Companies Act — T-19.8 210
Avoidance standards 210 (1) A contract or transaction for which disclosure is required under subsection 207(1) is not invalid and a director or officer is not accountable to the company or its shareholders for any profit realized from it by reason only of the director’s or officer’s interest in the contract or transaction or the fact that the director was present or was counted to determine whether a quorum existed at the meeting of directors, or of a committee of directors, that considered it if (a) the director or officer disclosed their interest in accordance with section 207 and subsection 209(1); (b) the directors approved the contract or transaction; and (c) the contract or transaction was reasonable and fair to the company at the time that it was approved. Confirmation by shareholders (2) Even if the conditions set out in subsection (1) are not met, a director or officer acting honestly and in good faith is not accountable to the company or its shareholders for any profit realized from a contract or transaction for which disclosure was required and the contract or transaction is not invalid by reason only of the director’s or officer’s interest in it if (a) the contract or transaction is approved or confirmed by special resolution at a meeting of shareholders; (b) disclosure of the interest was made to the shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and (c) the contract or transaction was reasonable and fair to the company at the time that it was approved or confirmed. 1991, c. 45, s. 210; 2005, c. 54, s. 406
Trust and Loan Companies Act — T-19.8 211
Court may set aside or require accounting 211 If a director or officer of a company fails to comply with any of sections 207 to 210, a court, on application of the company or any of its shareholders, may set aside the contract or transaction on any terms that the court thinks fit and may require the director or officer to account to the company for any profit or gain realized on it. 1991, c. 45, s. 211; 2005, c. 54, s. 406
Trust and Loan Companies Act — T-19.8 212
Director liability 212 (1) Directors of a company who vote for or consent to a resolution of the directors authorizing the issue of a share contrary to subsection 68(1) or the issue of subordinated indebtedness contrary to section 83 for a consideration other than money are jointly and severally, or solidarily, liable to the company to make good any amount by which the consideration received is less than the fair equivalent of the money that the company would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution. Further liability (2) Directors of a company who vote for or consent to a resolution of the directors authorizing any of the following are jointly and severally, or solidarily, liable to restore to the company any amounts so distributed or paid and not otherwise recovered by the company and any amounts in relation to any loss suffered by the company: (a) a redemption or purchase of shares contrary to section 74; (b) a reduction of capital contrary to section 78; (c) a payment of a dividend contrary to section 82; (d) a payment of an indemnity contrary to section 217; or (e) any transaction contrary to Part XI. 1991, c. 45, s. 212; 2005, c. 54, s. 407(E)