GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 725
Place of meetings 725 (1) Meetings of shareholders of a bank holding company shall be held at the place within Canada provided for in the by-laws of the bank holding company or, in the absence of any such provision, at the place within Canada that the directors determine. Participation by electronic means (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders may participate in the meeting 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 bank holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part to be present at the meeting. Regulations (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. 2001, c. 9, s. 183; 2005, c. 54, s. 91
Bank Act — B-1.01 726
Calling meetings 726 (1) The directors of a bank holding company (a) shall, after the meeting called pursuant to subsection 701(1), call the first annual meeting of shareholders of the bank holding company, which meeting must be held not later than six months after the end of the first financial year of the bank holding company, and subsequently call an annual meeting of shareholders, which meeting must be held not later than six months after the end of each financial year; and (b) may at any time call a special meeting of shareholders. Order to delay calling annual meeting (2) Despite subsection (1), the bank holding company may apply to the court for an order extending the time for calling an annual meeting. Obligation to notify Superintendent (3) The bank holding company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued. Superintendent’s right to appear (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application. Authority to fix record date (5) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to (a) receive payment of a dividend; (b) participate in a liquidation distribution; (c) receive notice of a meeting of shareholders; or (d) vote at a meeting of shareholders. Determination of record date (6) If no record date is fixed, (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is (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 other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose. Notice of record date (7) If a record date is fixed and 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 on which the directors fix the record date, notice of the record date shall be given within the prescribed period by (a) advertisement in a newspaper in general circulation in the place where the bank holding company’s head office is situated and in each place in Canada where the bank holding company has a transfer agent or where a transfer of its shares may be recorded; and (b) written notice to each stock exchange in Canada on which the bank holding company’s shares are listed for trading. 2001, c. 9, s. 183; 2005, c. 54, s. 92
Bank Act — B-1.01 727
Notice of meeting 727 (1) Notice of the time and place of a meeting of shareholders of a bank holding company shall be sent within the prescribed period to (a) each shareholder entitled to vote at the meeting; (b) each director; (c) the auditor of the bank holding company; and (d) the Superintendent. Exception (1.1) In the case of a bank holding company that is not a distributing bank holding company, notice may be sent within any shorter period specified in its by-laws. Number of eligible votes (2) A bank holding company with equity of twelve billion dollars or more shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 156.09(1), that may be cast at the meeting as of the record date for determining those shareholders entitled to receive the notice of meeting, or if there are to be separate votes of shareholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting. Publication in newspaper (3) In addition to the notice required under subsection (1), where any class of shares of a bank holding company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of a meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the head office of the bank holding company is situated and in each place in Canada where the bank holding company has a transfer agent or where a transfer of the bank holding company’s shares may be recorded. 2001, c. 9, s. 183; 2005, c. 54, s. 93; 2007, c. 6, s. 132; 2012, c. 5, s. 78
Bank Act — B-1.01 728
Notice not required 728 (1) A notice of a meeting is not required to be sent to shareholders who are not registered on the records of the bank holding company or the bank holding company’s transfer agent on the record date fixed under paragraph 726(5)(c) or determined under paragraph 726(6)(a). Effect of default (2) Failure to receive a notice of a meeting of shareholders does not deprive a shareholder of the right to vote at the meeting. 2001, c. 9, s. 183; 2005, c. 54, s. 94
Bank Act — B-1.01 729
Notice of adjourned meeting 729 (1) 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 where adjournment is longer (2) If a meeting of shareholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 156.04(1) does not apply. 2001, c. 9, s. 183
Bank Act — B-1.01 730
Special business 730 (1) All matters dealt with at a special meeting of shareholders and all matters dealt with at an annual meeting of shareholders, except consideration of the financial statements, report of the auditor, election of directors, remuneration of directors and reappointment of the incumbent auditor, are deemed to be special business. Notice of special business (2) Notice of a meeting of shareholders at which special business is to be transacted must (a) state the nature of the special business in sufficient detail to permit a shareholder to form a reasoned judgment thereon; and (b) contain the text of any special resolution to be submitted to the meeting. 2001, c. 9, s. 183
Bank Act — B-1.01 731
Waiver of notice 731 (1) A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders. Attendance is waiver (2) Attendance at a meeting of shareholders is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 2001, c. 9, s. 183
Bank Act — B-1.01 732
n set out in or attached to a management proxy circular; (d) substantially the same proposal was set out in or attached to a management proxy circular or dissident’s proxy circular relating to, and presented to shareholders at, a meeting of shareholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or (e) the rights conferred by subsections (1) to (4) are being abused to secure publicity. Bank holding company may refuse to include proposal (5.1) If a person who submits a proposal fails to continue to hold or own shares in accordance with paragraph (1.1)(a) or, as the case may be, does not continue to have the support of persons who are in the aggregate the registered holders or beneficial owners of the prescribed number of shares in accordance with paragraph (1.1)(b) until the end of the meeting, the bank holding company is not required to set out any proposal submitted by that person in or attach it to a management proxy circular for any meeting held within the prescribed period after the day of the meeting. Immunity for proposal and statement (6) No bank holding company or person acting on behalf of a bank holding company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 2001, c. 9, s. 183; 2005, c. 54, s. 95
Bank Act — B-1.01 733
Notice of refusal 733 (1) If a bank holding company refuses to include a proposal in a management proxy circular, it shall in writing notify the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 732(1.4), the day on which it receives the proof. Application to court (2) On the application of a person submitting a proposal who claims to be aggrieved by a bank holding company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit. Appeal to court (3) A bank holding company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the bank holding company to not attach the proposal to the notice of a meeting, and the court, if it is satisfied that subsection 732(5) applies, may make such order as it thinks fit. Notice to Superintendent (4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel. 2001, c. 9, s. 183; 2005, c. 54, s. 96
Bank Act — B-1.01 734
List of shareholders entitled to notice 734 (1) A bank holding company shall prepare an alphabetical list of 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 726(5)(c), no later than 10 days after that date; and (b) if no record date is fixed, on the record date determined under paragraph 726(6)(a). Voting list (2) The bank holding company shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder (a) if a record date is fixed under paragraph 726(5)(d), no later than 10 days after that date; and (b) if no record date is fixed under paragraph 726(5)(d), no later than 10 days after a record date is fixed under paragraph 726(5)(c) or no later than the record date determined under paragraph 726(6)(a), as the case may be. Entitlement to vote (3) Subject to section 156.09, a shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name. Examination of list (4) A shareholder may examine the list of shareholders (a) during usual business hours at the head office of the bank holding company or at the place where its central securities register is maintained; and (b) at the meeting of shareholders for which the list was prepared. 2001, c. 9, s. 183; 2005, c. 54, s. 97
Bank Act — B-1.01 735
Quorum 735 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders. Quorum present at opening (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. Quorum not present at opening (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. 2001, c. 9, s. 183
Bank Act — B-1.01 736
One shareholder meeting 736 If a bank holding company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series. 2001, c. 9, s. 183
Bank Act — B-1.01 737
One share — one vote 737 Subject to subsection 156.09, if a share of a bank holding company entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting. 2001, c. 9, s. 183
Bank Act — B-1.01 738
Representative shareholder 738 (1) If an entity is a shareholder of a bank holding company, the bank holding company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders of the bank holding company. Powers (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person as well as a shareholder. 2001, c. 9, s. 183
Bank Act — B-1.01 739
Joint shareholders 739 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 represented by proxyholder vote, they shall vote as one on the shares jointly held by them. 2001, c. 9, s. 183
Bank Act — B-1.01 740
Voting by hands or ballot 740 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall take place by show of hands except when a ballot is demanded by either 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) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the bank holding company makes one available. Voting while participating electronically (4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders under subsection 725(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank holding company has made available for that purpose. Regulations (5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility. 2001, c. 9, s. 183; 2005, c. 54, s. 98
Bank Act — B-1.01 741
Resolution in lieu of meeting 741 (1) Except where a written statement is submitted by a director under section 762 or by an auditor under subsection 853(1), (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 Part 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 Part 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 that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 2001, c. 9, s. 183; 2005, c. 54, s. 99
Bank Act — B-1.01 742
Requisitioned meeting 742 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a bank holding company 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) A requisition referred to in subsection (1) (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the bank holding company; and (b) may consist of several documents of like form, each signed by one or more shareholders. Directors calling meeting (3) On receipt of a 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 726(5)(c) and notice of it has been given under subsection 726(7); (b) the directors have called a meeting of shareholders and have given notice thereof under section 727; or (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 732(5)(b) to (e). Shareholders’ power (4) If the directors do not call a meeting within twenty-one days after receiving the requisition referred to in subsection (1), 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 and this Part. Reimbursement (6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the bank holding company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting. 2001, c. 9, s. 183; 2005, c. 54, s. 100
Bank Act — B-1.01 743
Court may order meeting to be called 743 (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Superintendent, order a meeting to be called, held or 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 it is to be called; (b) it is impracticable to conduct the meeting in the manner required by this Part or the by-laws; or (c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason. Varying quorum (2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Part 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 bank holding company duly called, held and conducted. 2001, c. 9, s. 183; 2005, c. 54, s. 101
Bank Act — B-1.01 744
Court review of election 744 (1) A bank holding company or a shareholder or director of a bank holding company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the bank holding company. Powers of court (2) On an application under subsection (1), a 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 bank holding company until a new election is held or the new appointment is made; and (d) an order determining the voting rights of shareholders and of persons claiming to own shares. 2001, c. 9, s. 183
Bank Act — B-1.01 745
Notice to Superintendent 745 (1) A person who makes an application under subsection 743(1) or 744(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent. Superintendent representation (2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1). 2001, c. 9, s. 183
Bank Act — B-1.01 746
Sections 156.01 to 156.09 apply 746 Sections 156.01 to 156.09 apply in respect of bank holding companies, subject to the following: (a) references to “bank” in those sections are to be read as references to “bank holding company”; (b) references to “this Part” in those sections are to be read as references to “this Division”; (c) the English version of subsection 156.05(1) is to be read without reference to “or auditors”; (d) the reference to “section 375” in subsection 156.09(4) is to be read as a reference to “section 878”; (e) the reference to “subsection 138(1.1)” in subsection 156.09(11) is to be read as a reference to “subsection 727(2)”; and (f) the reference to “paragraph 143(1.1)(b)” in subparagraph (b)(vi) of the definition solicitation in section 156.01 is to be read as a reference to “paragraph 732(1.1)(b)”. 2001, c. 9, s. 183 2005, c. 54, s. 102
Bank Act — B-1.01 747
Duty to manage 747 (1) Subject to this Act, the directors of a bank holding company shall manage or supervise the management of the business and affairs of the bank holding company. Specific duties (2) Without limiting the generality of subsection (1), the directors of a bank holding company shall (a) establish an audit committee to perform the duties referred to in subsections 782(3) and (4); (b) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information; (c) designate a committee of the board of directors to monitor the procedures referred to in paragraph (b); and (d) establish investment and lending policies, standards and procedures in accordance with section 927. Exception (3) Paragraph (2)(a) does not apply to the directors of a bank holding company if (a) all the voting shares of the bank holding company 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 of the financial institution performs for and on behalf of the bank holding company all the functions that would otherwise be required to be performed by the audit committee of the bank holding company under this Part. 2001, c. 9, s. 183