GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 (a)
intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction; (b) a securities depositary; (c) a financial institution; (d) in respect of a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act , bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer; (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan that is registered under the Income Tax Act ; (f) a nominee of a person referred to in any of paragraphs (a) to (e); and (g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security. ( intermédiaire )
Bank Act — B-1.01
registrant [Repealed, 2005, c. 54, s. 27]
Bank Act — B-1.01 (a)
solicitation (a) includes (i) a request for a proxy whether or not accompanied by or included in a form of proxy, (ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, (iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and (iv) the sending of a form of proxy to a shareholder under subsection 156.04(1); but (b) does not include (i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, (ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (iii) the sending by an intermediary of the documents referred to in subsection 156.07(1), (iv) a solicitation by a person in respect of shares of which they are the beneficial owner, (v) a prescribed public announcement by a shareholder of how they intend to vote and the reasons for that decision, (vi) a communication for the purpose of obtaining the support of persons in accordance with paragraph 143(1.1)(b), or (vii) a communication, other than a solicitation by or on behalf of the management of a bank, that is made to shareholders in the prescribed circumstances. ( sollicitation )
Bank Act — B-1.01
solicitation by or on behalf of the management of a bank means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the bank. ( sollicitation effectuée par la direction d’une banque ou pour son compte )
Bank Act — B-1.01 156.02
Appointing proxyholder 156.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution of proxy (2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so. Limit on authority (3) No appointment of a proxyholder provides authority for the proxyholder to act in respect of the appointment of an auditor or the election of a director unless a nominee proposed in good faith for the appointment or election is named in the form of proxy, a management proxy circular, a dissident’s proxy circular or a proposal under subsection 143(1). Required information (4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so. Validity of proxy (5) A proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment. Revocation of proxy (6) A shareholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so (i) at the head office of the bank at any time up to and including the last business day before the day of a meeting, or a continuation of the meeting after an adjournment, at which the proxy is to be used, or (ii) with the chairperson of the meeting on the day of the meeting or a continuation of the meeting after an adjournment; or (b) in any other manner permitted by law. 1997, c. 15, s. 10
Bank Act — B-1.01 156.03
Deposit of proxies 156.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the bank or its transfer agent. The time specified may not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting. 1997, c. 15, s. 10
Bank Act — B-1.01 156.04
Mandatory solicitation 156.04 (1) Subject to subsections (2) and 140(2), the management of a bank shall, concurrently with sending notice of a meeting of shareholders, send a form of proxy that is in accordance with the regulations to each shareholder entitled to receive notice of the meeting. Exception (2) The management of a bank is not required to send a form of proxy under subsection (1) if the bank (a) is not a distributing bank; and (b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder. 1997, c. 15, s. 10; 2005, c. 54, s. 28 2019, c. 29, s. 88
Bank Act — B-1.01 156.05
Soliciting proxies 156.05 (1) A person shall not solicit proxies unless a proxy circular that is in accordance with the regulations is sent to the auditor or auditors of the bank, to each shareholder whose proxy is solicited and, in the case set out in paragraph (b), to the bank as follows: (a) in the case of solicitation by or on behalf of the management of a bank, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of meeting; and (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation. Exception — limited solicitation (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of a bank, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, with two or more joint holders being counted as one shareholder. Exception — solicitation by public broadcast (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of a bank, without sending a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication. Copy to Superintendent (2) A person who sends a management proxy circular or dissident’s proxy circular shall concurrently send to the Superintendent a copy of it together with the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting. Exemption by Superintendent (3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 156.04, and the exemption may be given retroactive effect. Publication of exemptions (4) The Superintendent shall publish in a publication generally available to the public, a notice of a decision made by the Superintendent granting an exemption under subsection (3). 1997, c. 15, s. 10 2019, c. 29, s. 89
Bank Act — B-1.01 156.06
Attendance at meeting 156.06 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy. Rights of proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of a show of hands. Vote by show of hands (3) Despite subsections (1) and (2) and unless a shareholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot were conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders in person or by proxy, (a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands. 1997, c. 15, s. 10; 2005, c. 54, s. 30
Bank Act — B-1.01 156.07
Duty of intermediary 156.07 (1) Shares of a bank that are registered in the name of an intermediary or an intermediary’s nominee and not beneficially owned by the intermediary may not be voted unless the intermediary sends to the beneficial owner (a) a copy of the notice of the meeting, annual statement, management proxy circular and dissident’s proxy circular and any other documents, other than the form of proxy, that were sent to shareholders by or on behalf of any person for use in connection with the meeting; and (b) a written request for voting instructions except if the intermediary has already received written voting instructions from the beneficial owner. When documents to be sent (2) The intermediary shall send the documents referred to in subsection (1) without delay after they receive the documents referred to in paragraph (1)(a). Restriction on voting (3) An intermediary or a proxyholder appointed by them may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or their nominee unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner. Copies (4) A person by or on behalf of whom a solicitation is made shall on request and without delay provide the intermediary, at the person’s expense, with the necessary number of copies of the documents referred to in paragraph (1)(a). Instructions to intermediary (5) The intermediary shall vote or appoint a proxyholder to vote in accordance with any written voting instructions received from the beneficial owner. Beneficial owner as proxyholder (6) If a beneficial owner so requests and provides an intermediary with the appropriate documentation, the intermediary shall appoint the beneficial owner or a nominee of the beneficial owner as proxyholder. Effect of intermediary’s failure to comply (7) The failure of an intermediary to comply with any of subsections (1) to (6) does not render void any meeting of shareholders or any action taken at the meeting. Intermediary may not vote (8) Nothing in this Part gives an intermediary the right to vote shares that they are otherwise prohibited from voting. 1997, c. 15, s. 10; 2005, c. 54, s. 31
Bank Act — B-1.01 156.071
Regulations 156.071 The Governor in Council may make regulations (a) respecting the powers that may be granted by a shareholder in a form of proxy; (b) respecting proxy circulars and forms of proxy, including the form and content of those documents; and (c) respecting the conditions under which a bank is exempt from any of the requirements of sections 156.02 to 156.07. 2005, c. 54, s. 31 2019, c. 29, s. 90
Bank Act — B-1.01 156.08
Restraining order 156.08 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact that is required to be contained in it or that is necessary to make a statement contained in it not misleading in light of the circumstances in which the statement is made, an interested person or the Superintendent may apply to a court and the court may make any order it thinks fit, including (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting, to which the form of proxy, management proxy circular or dissident’s proxy circular relates; (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and (c) an order adjourning the meeting. Notice of application (2) Where a person other than the Superintendent is an applicant under subsection (1), the applicant shall give notice of the application to the Superintendent and the Superintendent is entitled to appear and to be heard in person or by counsel. 1997, c. 15, s. 10
Bank Act — B-1.01 157
Duty to manage 157 (1) Subject to this Act, the directors of a bank shall manage or supervise the management of the business and affairs of the bank. Specific duties (2) Without limiting the generality of subsection (1), the directors of a bank shall (a) establish an audit committee to perform the duties referred to in subsections 194(3) and (4); (b) establish a conduct review committee to perform the duties referred to in subsection 195(3); (c) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information; (d) designate a committee of the board of directors to monitor the procedures referred to in paragraph (c); (e) designate a committee of the board of directors to perform the duties set out in section 195.1; and (f) [Repealed, 2018, c. 27, s. 316] (g) establish investment and lending policies, standards and procedures in accordance with section 465. Exception (3) Paragraphs (2)(a) and (b) do not apply to the directors of a bank if (a) all the voting shares of the bank are beneficially owned by a Canadian financial institution described in any of paragraphs (a) to (d) of the definition financial institution in section 2; and (b) the audit committee or conduct review committee of the financial institution performs for and on behalf of the bank all the functions that would otherwise be required to be performed by the audit committee or conduct review committee of the bank under this Act. 1991, c. 46, s. 157; 1997, c. 15, s. 11; 2001, c. 9, s. 68(F) 2018, c. 27, s. 316
Bank Act — B-1.01 158
Duty of care 158 (1) Every director and officer of a bank in exercising any of the powers of a director or an officer and discharging any of the duties of a director or an officer shall (a) act honestly and in good faith with a view to the best interests of the bank; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty to comply (2) Every director, officer and employee of a bank shall comply with this Act, the regulations, the bank’s incorporating instrument and the by-laws of the bank. No exculpation (3) No provision in any contract, in any resolution or in the by-laws of a bank relieves any director, officer or employee of the bank from the duty to act in accordance with this Act and the regulations or relieves a director, officer or employee from liability for a breach thereof.
Bank Act — B-1.01 159
Minimum number of directors 159 (1) A bank shall have at least seven directors. Residency requirement (2) At least one half of the directors of a bank that is a subsidiary of a foreign bank and a majority of the directors of any other bank must be, at the time of each director’s election or appointment, resident Canadians. 1991, c. 46, s. 159; 2001, c. 9, s. 69; 2007, c. 6, s. 12
Bank Act — B-1.01 159.1
Directors as members 159.1 Not less than two thirds of the directors of a federal credit union, or any greater proportion that is provided for by the by-laws, must be members of the federal credit union or representatives of members of the federal credit union. 2010, c. 12, s. 1967
Bank Act — B-1.01 160
Disqualified persons 160 The following persons are disqualified from being directors of a bank: (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 subsection 156.09(9) or section 392 or 401.3 from exercising voting rights attached to shares of the bank or whose voting rights attached to the shares are suspended under section 402.2 or subsection 973.03(4); (f) a person who is an officer, director or full time employee of an entity that is prohibited by subsection 156.09(9) or section 392 or 401.3 from exercising voting rights attached to shares of the bank or whose voting rights attached to the shares are suspended under section 402.2 or subsection 973.03(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 subsection 370(1); (g) [Repealed, 2013, c. 40, s. 161] (h) a minister of Her Majesty in right of Canada or in right of a province; (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof; and (j) if the bank is a federal credit union, a person who fails to meet any of the qualification requirements set out in its by-laws. 1991, c. 46, s. 160; 1994, c. 47, s. 15; 1997, c. 15, s. 12; 2001, c. 9, s. 70; 2010, c. 12, s. 1968; 2012, c. 19, s. 330, c. 31, s. 109; 2013, c. 40, s. 161 2023, c. 26, s. 540
Bank Act — B-1.01 161
No shareholder requirement 161 A director of a bank is not required to hold shares of the bank.
Bank Act — B-1.01 162
Affiliated person 162 The Governor in Council may make regulations specifying the circumstances under which a natural person is affiliated with a bank for the purposes of this Act.
Bank Act — B-1.01 162.1
Affiliated director determination 162.1 (1) Notwithstanding section 162, the Superintendent may determine that a particular director is affiliated with a bank 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 bank or with an affiliate of the bank 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 persons who are entitled to elect directors unless a notice in writing by the Superintendent revoking the determination is received by the bank prior to that day; and (b) ceases to be in effect on the day of the next annual meeting of those persons after a notice in writing by the Superintendent revoking the determination is received by the bank. 1996, c. 6, s. 5; 2010, c. 12, s. 1969
Bank Act — B-1.01 163
Unaffiliated directors 163 (1) At the election of directors at each annual meeting of a bank 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 bank. Exception (2) Subsection (1) does not apply where all the voting shares of a bank, 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 bank is to be determined as at the day the notice of the annual meeting is sent under section 138 and that determination becomes effective on the day of that meeting, and a person is deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders or members, as the case may be. Transitional (4) Subsection (1) does not apply in respect of a bank that was in existence immediately prior to the day that subsection comes into force until the day that is three years after the day that subsection comes into force. 1991, c. 46, s. 163; 2010, c. 12, s. 1970
Bank Act — B-1.01 164
Limit on directors 164 No more than 15 per cent of the directors of a bank may, at each director’s election or appointment, be employees of the bank or a subsidiary of the bank, except that up to four persons who are employees of the bank or a subsidiary of the bank may be directors of the bank if those directors constitute not more than one half of the directors of the bank.
Bank Act — B-1.01 165
Number of directors 165 (1) Subject to subsection 159(1) and sections 168 and 217, the directors of a bank that is not a federal credit union must, 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. Number of directors — federal credit union (2) Subject to subsection 159(1), the members of a federal credit union must, by by-law, determine the number of directors or the minimum and maximum number of directors. Election at annual meeting (3) A by-law made under subsection (1) or (2) 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 or members, as the case may be, be the number that is fixed by the directors before the annual meeting. 1991, c. 46, s. 165; 2010, c. 12, s. 1971
Bank Act — B-1.01 165.1
Election or appointment as director 165.1 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. 32