GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 213
Contribution 213 (1) A director who has satisfied a judgment in relation to the director’s liability under section 212 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded. Recovery (2) A director who is liable under section 212 is entitled to apply to a court for an order compelling a shareholder or other person to pay or deliver to the director (a) any money or property that was paid or distributed to the shareholder or other person contrary to section 74, 78, 82 or 217; or (b) an amount equal to the value of the loss suffered by the company as a result of any transaction contrary to Part XI. Court order (3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so, (a) order a shareholder or other person to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other person contrary to section 74, 78, 82 or 217 or any amount referred to in paragraph (2)(b); (b) order a company to return or issue shares to a person from whom the company has purchased, redeemed or otherwise acquired shares; or (c) make any further order it thinks fit.
Trust and Loan Companies Act — T-19.8 214
Limitation 214 An action to enforce a liability imposed by section 212 may not be commenced after two years from the date of the resolution authorizing the action complained of.
Trust and Loan Companies Act — T-19.8 215
Directors liable for wages 215 (1) Subject to subsections (2) and (3), the directors of a company are jointly and severally, or solidarily, liable to each employee of the company for all debts not exceeding six months wages payable to the employee for services performed for the company while they are directors. Conditions precedent (2) A director is not liable under subsection (1) unless (a) the company has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; (b) the company has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proven within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or (c) a winding-up order has been issued in respect of the company under the Winding-up and Restructuring Act and a claim for the debt has been allowed or proven within six months after the issue of the winding-up order. Limitations (3) A director is not liable under subsection (1) unless the director is sued for a debt referred to in that subsection while a director or within two years after the director has ceased to be a director. Amount due after execution (4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. Subrogation of director (5) Where a director of a company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or winding-up proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. Contribution entitlement (6) A director of a company who has satisfied a claim under this section is entitled to a contribution from the other directors of the company who are liable for the claim. 1991, c. 45, s. 215; 1996, c. 6, s. 167; 2005, c. 54, s. 408(E)
Trust and Loan Companies Act — T-19.8 216
Defence — due diligence 216 (1) A director, officer or employee of a company is not liable under section 212 or 215 or subsection 494(1) and has fulfilled their duty under subsection 162(2) if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the company that were represented to them by an officer of the company or in a written report of the auditor of the company fairly to reflect the financial condition of the company; or (b) a report of a person whose profession lends credibility to a statement made by them. Defence — good faith (2) A director or officer of a company has fulfilled their duty under subsection 162(1) if they relied in good faith on (a) financial statements of the company that were represented to them by an officer of the company or in a written report of the auditor of the company fairly to reflect the financial condition of the company; or (b) a report of a person whose profession lends credibility to a statement made by them. 1991, c. 45, s. 216; 2001, c. 9, s. 503; 2005, c. 54, s. 409
Trust and Loan Companies Act — T-19.8 217
Indemnification 217 (1) A company may indemnify a director or officer of the company, a former director or officer of the company or another person who acts or acted, at the company’s request, as a director or officer of or in a similar capacity for another entity against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of that association with the company or other entity. Advances (2) A company may advance amounts to the director, officer or other person for the costs, charges and expenses of a proceeding referred to in subsection (1). They shall repay the amounts if they do not fulfil the conditions set out in subsection (3). No indemnification (3) A company may not indemnify a person under subsection (1) unless (a) the person acted honestly and in good faith with a view to the best interests of, as the case may be, the company or the other entity for which they acted at the company’s request as a director or officer or in a similar capacity; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that their conduct was lawful. Indemnification — derivative actions (4) A company may with the approval of a court indemnify a person referred to in subsection (1) or advance amounts to them under subsection (2) — in respect of an action by or on behalf of the company or other entity to procure a judgment in its favour to which the person is made a party because of the association referred to in subsection (1) with the company or other entity — against all costs, charges and expenses reasonably incurred by them in connection with that action if they fulfil the conditions set out in subsection (3). Right to indemnity (5) Despite subsection (1), a person referred to in that subsection is entitled to be indemnified by the company in respect of all costs, charges and expenses reasonably incurred by them in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the person is subject because of the association referred to in subsection (1) with the company or other entity described in that subsection if the person (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that they ought to have done; and (b) fulfils the conditions set out in subsection (3). Heirs and personal representatives (6) A company may, to the extent referred to in subsections (1) to (5) in respect of the person, indemnify the heirs or personal representatives of any person whom the company may indemnify under those subsections. 1991, c. 45, s. 217; 2001, c. 9, s. 504(F); 2005, c. 54, s. 409
Trust and Loan Companies Act — T-19.8 218
Directors’ and officers’ insurance 218 A company may purchase and maintain insurance for the benefit of any person referred to in section 217 against any liability incurred by the person (a) in the capacity of a director or an officer of the company, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the company; or (b) in the capacity of a director or officer of another entity or while acting in a similar capacity for another entity, if they act or acted in that capacity at the company’s request, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity. 1991, c. 45, s. 218; 2005, c. 54, s. 410
Trust and Loan Companies Act — T-19.8 219
Application to court for indemnification 219 (1) A company or a person referred to in section 217 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit. Notice to Superintendent (2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel. Other notice (3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.
Trust and Loan Companies Act — T-19.8 220
Incorporating instrument 220 On the application of a company duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the incorporating instrument of the company. 1991, c. 45, s. 220; 2001, c. 9, s. 505
Trust and Loan Companies Act — T-19.8 221
Letters patent to amend 221 (1) On receipt of an application referred to in section 220, the Minister may issue letters patent to effect the proposal. Effect of letters patent (2) Letters patent issued pursuant to subsection (1) become effective on the day stated in the letters patent. 1991, c. 45, s. 221; 2001, c. 9, s. 506
Trust and Loan Companies Act — T-19.8 222
By-laws 222 (1) The directors of a company may make, amend or repeal any by-laws, in the manner set out in subsections (2) and (3) and sections 223 to 227, to (a) change the maximum number, if any, of shares of any class that the company is authorized to issue; (b) create new classes of shares; (c) change the designation of any or all of the company’s shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of any or all of the company’s shares, whether issued or unissued; (d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series; (e) divide a class of shares, whether issued or unissued, into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto; (f) authorize the directors to divide any class of unissued shares into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto; (g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series; (h) revoke, diminish or enlarge any authority conferred under paragraphs (f) and (g); (i) increase or decrease the number of directors or the minimum or maximum number of directors, subject to subsection 163(1) and section 172; (i.1) change the name of the company; or (j) change the province in which the head office of the company is situated. 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, and the shareholders may, by special resolution, confirm, amend or reject the by-law, amendment or repeal. Effective date of by-law (3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of by-laws respecting a change to the name of the company, approved by the Superintendent. Letters patent (4) If the name of a company or the province in Canada in which the head office of the company is situated is changed under this section, the Superintendent may issue letters patent to amend the company’s incorporating instrument accordingly. Effect of letters patent (5) Letters patent issued under subsection (4) become effective on the day stated in the letters patent. 1991, c. 45, s. 222; 2001, c. 9, s. 507; 2005, c. 54, s. 411; 2007, c. 6, s. 347
Trust and Loan Companies Act — T-19.8 223
Class vote 223 (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the by-laws otherwise provide in the case of an amendment to the by-laws referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series on a proposal to amend the by-laws to (a) increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class; (b) effect an exchange, reclassification or cancellation of all or part of the shares of that class; (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, without limiting the generality of the foregoing, (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends, (ii) add, remove or change prejudicially redemption rights, (iii) reduce or remove a dividend preference or a liquidation preference, or (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of the company, or sinking fund provisions; (d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class; (e) create a new class of shares equal or superior to the shares of that class; (f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or (g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class. Right limited (2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) if that series is affected by an addition or amendment to the by-laws in a manner different from other shares of the same class. Right to vote (3) Subsections (1) and (2) apply whether or not the shares of a class otherwise carry the right to vote.
Trust and Loan Companies Act — T-19.8 224
Separate resolutions 224 A proposed addition or amendment to the by-laws referred to in subsection 223(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution.
Trust and Loan Companies Act — T-19.8 225
Revoking resolution 225 Where a special resolution referred to in subsection 222(2) so states, the directors may, without further approval of the shareholders, revoke the special resolution.
Trust and Loan Companies Act — T-19.8 226
Proposal to amend 226 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of a company may, in accordance with sections 146 and 147, make a proposal to make an application referred to in section 220 or to make, amend or repeal the by-laws referred to in subsection 222(1) of the company. Notice of amendment (2) Notice of a meeting of shareholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of a company is to be considered must set out the proposal. 1991, c. 45, s. 226; 2001, c. 9, s. 508
Trust and Loan Companies Act — T-19.8 227
Rights preserved 227 No amendment to the incorporating instrument or by-laws of a company affects an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the company or any of its directors or officers are a party.
Trust and Loan Companies Act — T-19.8 228
Application to amalgamate 228 On the joint application of (a) two or more companies, (b) one or more companies and one or more bodies corporate that are incorporated by or under an Act of Parliament, other than a federal credit union, or (c) two or more bodies corporate incorporated by or under an Act of Parliament, other than a federal credit union, the Minister may issue letters patent amalgamating and continuing the applicants as one company. 1991, c. 45, s. 228; 2010, c. 12, s. 2125
Trust and Loan Companies Act — T-19.8 229
Amalgamation agreement 229 (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement. Contents of agreement (2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular, (a) the name of the amalgamated company and the province in which its head office is to be situated; (b) the name and place of ordinary residence of each proposed director of the amalgamated company; (c) the manner in which the shares of each applicant are to be converted into shares or other securities of the amalgamated company; (d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated company; (e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated company or of any other body corporate that are to be issued in the amalgamation; (f) the proposed by-laws of the amalgamated company; (g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company; and (h) the proposed effective date of the amalgamation. Cross ownership of shares (3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated company. 1991, c. 45, s. 229; 2005, c. 54, s. 412
Trust and Loan Companies Act — T-19.8 230
Approval of agreement by Superintendent 230 An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 231(4) by the holders of any class or series of shares of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing. 1991, c. 45, s. 230; 2007, c. 6, s. 348
Trust and Loan Companies Act — T-19.8 231
Shareholder approval 231 (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the holders of shares of the applicant company or body corporate of which they are directors and, subject to subsection (3), to the holders of each class or series of such shares. Right to vote (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote. Separate vote for class or series (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series. Special resolution (4) Subject to subsection (3), an amalgamation agreement is approved when the shareholders of each applicant company or body corporate have approved the amalgamation by special resolution. Termination (5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant notwithstanding that the agreement has been approved by the shareholders of all or any of the applicant companies or bodies corporate. 1991, c. 45, s. 231; 2005, c. 54, s. 413
Trust and Loan Companies Act — T-19.8 232
Vertical short-form amalgamation 232 (1) A company may, without complying with sections 229 to 231, amalgamate with one or more bodies corporate that are incorporated by or under an Act of Parliament if the body or bodies corporate, as the case may be, are wholly-owned subsidiaries of the company and (a) the amalgamation is approved by a resolution of the directors of the company and of each amalgamating subsidiary; and (b) the resolutions provide that (i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof, (ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company that is the holding body corporate, and (iii) no securities will be issued by the amalgamated company in connection with the amalgamation. Horizontal short-form amalgamation (2) Two or more bodies corporate incorporated by or under an Act of Parliament may amalgamate and continue as one company without complying with sections 229 to 231 if (a) at least one of the applicants is a company; (b) the applicants are all wholly-owned subsidiaries of the same holding body corporate; (c) the amalgamation is approved by a resolution of the directors of each of the applicants; and (d) the resolutions provide that (i) the shares of all applicants, except those of one of the applicants that is a company, will be cancelled without any repayment of capital in respect thereof, (ii) the letters patent of amalgamation and the by-laws of the amalgamated company will be the same as the incorporating instrument and the by-laws of the amalgamating company whose shares are not cancelled, and (iii) the stated capital of the amalgamating companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating company whose shares are not cancelled.