GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 748
Duty of care 748 (1) Every director and officer of a bank holding company 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 holding company; 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 holding company shall comply with this Act, the regulations, the bank holding company’s incorporating instrument and the by-laws of the bank holding company. No exculpation (3) No provision in any contract, in any resolution or in the by-laws of a bank holding company relieves any director, officer or employee of the bank holding company 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. 2001, c. 9, s. 183
Bank Act — B-1.01 749
Minimum number of directors 749 (1) A bank holding company shall have at least seven directors. Residency requirement (2) At least one half of the directors of a bank holding company that is a subsidiary of a foreign bank and a majority of the directors of any other bank holding company must be, at the time of each director’s election or appointment, resident Canadians. 2001, c. 9, s. 183; 2007, c. 6, s. 114
Bank Act — B-1.01 750
Disqualified persons 750 The following persons are disqualified from being directors of a bank holding company: (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 901 or 914 from exercising voting rights attached to shares of the bank holding company; (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 901 or 914 from exercising voting rights attached to shares of the bank holding company; (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or agent of — or any other person acting on behalf of — an eligible agent within the meaning of subsection 370(1); (g) [Repealed, 2013, c. 40, s. 163] (h) a minister of Her Majesty in right of Canada or in right of a province; and (i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof. 2001, c. 9, s. 183; 2012, c. 19, s. 335, c. 31, s. 119; 2013, c. 40, s. 163
Bank Act — B-1.01 751
No shareholder requirement 751 A director of a bank holding company is not required to hold shares of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 752
Limit on directors 752 No more than 15 per cent of the directors of a bank holding company may, at each director’s election or appointment, be employees of the bank holding company or a subsidiary of the bank holding company, except that up to four persons who are employees of the bank holding company or a subsidiary of the bank holding company may be directors of the bank holding company if those directors constitute not more than one half of the directors of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 753
Number of directors 753 (1) Subject to section 217, subsection 749(1) and section 756, the directors of a bank holding company shall, 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. Election at annual meeting (2) A by-law made pursuant to subsection (1) 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 be such number as is fixed by the directors prior to the annual meeting. 2001, c. 9, s. 183
Bank Act — B-1.01 753.1
Election or appointment as director 753.1 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. 103
Bank Act — B-1.01 754
Term of directors 754 (1) Except where this Part or the by-laws of a bank holding company provide for cumulative voting, a bank holding company may, by by-law, provide that the directors be elected for terms of one, two or three years. Term of one, two or three years (2) A director elected for a term of one, two or three years holds office until the close of the first, second or third annual meeting of shareholders, as the case may be, following the election of the director. No stated term (3) A director who is not elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting of shareholders following the election of the director. Tenure of office (4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term. Tenure of office (5) If a by-law of a bank holding company provides that the directors be elected for a term of two or three years, it may also provide that the term of office of each director be for the whole of that term, or that, as nearly as may be, one half of the directors retire each year if the term is two years, and that one third of the directors retire each year if the term is three years. Composition requirements (6) If a director of a bank holding company is elected or appointed for a term of more than one year, the bank holding company shall comply with subsection 749(2) and section 752 at each annual meeting of shareholders during the director’s term of office as if that director were elected or appointed on that date. 2001, c. 9, s. 183
Bank Act — B-1.01 755
Determining election of directors 755 (1) Except where this Part or the by-laws of a bank holding company provide for cumulative voting, the persons, to the number authorized to be elected, who receive the greatest number of votes at an election of directors of a bank holding company shall be the directors thereof. Determining election of directors (2) If, at any election of directors referred to in subsection (1), two or more persons receive an equal number of votes and there are not sufficient vacancies remaining to enable all the persons receiving an equal number of votes to be elected, the directors who receive a greater number of votes or the majority of them shall, in order to complete the full number of directors, determine which of the persons so receiving an equal number of votes are to be elected. 2001, c. 9, s. 183
Bank Act — B-1.01 757
Re-election of directors 757 A director who has completed a term of office is, if otherwise qualified, eligible for re-election. 2001, c. 9, s. 183
Bank Act — B-1.01 758
Void election or appointment 758 (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 749(2) or section 752, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance. Failure to elect minimum (2) Where, at the close of a meeting of shareholders of a bank holding company, the shareholders have failed to elect the number or minimum number of directors required by this Part or the by-laws of a bank holding company, the purported election of directors at the meeting (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum. 2001, c. 9, s. 183
Bank Act — B-1.01 759
Directors where elections incomplete or void 759 (1) Notwithstanding subsections 754(2) and (3) and paragraphs 756(1)(f) and 760(1)(a), where subsection 758(1) or (2) applies at the close of any meeting of shareholders of a bank holding company, the board of directors shall, until their successors are elected or appointed, consist solely of (a) where paragraph 758(2)(a) applies, the directors referred to in that paragraph; or (b) where subsection 758(1) or paragraph 758(2)(b) applies, the persons who were the incumbent directors immediately before the meeting. Where there is no approved rectification plan (2) Notwithstanding subsections 754(2) and (3) and paragraphs 756(1)(f) and 760(1)(a), where a plan to rectify the non-compliance referred to in subsection 758(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred. Directors to call meeting (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 758(2)(a) applies, or elect a new board of directors, where subsection 758(1) or paragraph 758(2)(b) applies. Shareholder may call meeting (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder. 2001, c. 9, s. 183
Bank Act — B-1.01 760
Ceasing to hold office 760 (1) A director ceases to hold office (a) at the close of the annual meeting at which the director’s term of office expires; (b) when the director dies or resigns; (c) when the director becomes disqualified under section 750 or ineligible to hold office pursuant to subsection 790(2); (d) when the director is removed under section 761; or (e) when the director is removed from office under section 963 or 964. Date of resignation (2) The resignation of a director of a bank holding company becomes effective at the time a written resignation is sent to the bank holding company by the director or at the time specified in the resignation, whichever is later. 2001, c. 9, s. 183
Bank Act — B-1.01 761
Removal of director 761 (1) Subject to paragraph 756(1)(g), the shareholders of a bank holding company may by resolution at a special meeting remove any director or all the directors from office. Exception (2) Where the holders of any class or series of shares of a bank holding company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series. Vacancy by removal (3) Subject to paragraphs 756(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 765 or 766. 2001, c. 9, s. 183
Bank Act — B-1.01 762
Statement of director 762 (1) A director who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire, is entitled to submit to the bank holding company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution. Statement re disagreement (2) Where a director resigns as a result of a disagreement with the other directors or the officers of a bank holding company, the director shall submit to the bank holding company and the Superintendent a written statement setting out the nature of the disagreement. 2001, c. 9, s. 183
Bank Act — B-1.01 763
Circulation of statement 763 (1) A bank holding company shall without delay on receipt of a director’s statement referred to in subsection 762(1) relating to a matter referred to in paragraph 762(1)(b) or (c), or a director’s statement referred to in subsection 762(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting. Immunity for statement (2) No bank holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1). 2001, c. 9, s. 183
Bank Act — B-1.01 764
Shareholders filling vacancy 764 The by-laws of a bank holding company may provide that a vacancy among the directors is to be filled only (a) by a vote of the shareholders; or (b) by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series. 2001, c. 9, s. 183
Bank Act — B-1.01 765
Directors filling vacancy 765 (1) Despite section 772 but subject to subsection (2) and sections 764 and 766, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws. Where composition fails (2) Notwithstanding sections 764 and 772, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 749 or section 752, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith. 2001, c. 9, s. 183; 2005, c. 54, s. 105
Bank Act — B-1.01 766
Class vacancy 766 Notwithstanding section 772, where the holders of any class or series of shares of a bank holding company have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 764, (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series; (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 749 or section 752, the other directors may fill that vacancy; and (c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy. 2001, c. 9, s. 183; 2005, c. 54, s. 106
Bank Act — B-1.01 767
Unexpired term 767 Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office. 2001, c. 9, s. 183
Bank Act — B-1.01 768
Additional directors 768 (1) The directors of a bank holding company may appoint one or more additional directors where the by-laws of the bank holding company allow them to do so and the by-laws determine the minimum and maximum numbers of directors. Term of office (2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the bank holding company. Limit on number appointed (3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 769
Meetings required 769 (1) The directors shall meet at least four times during each financial year. Place for meetings (2) The directors may meet at any place unless the by-laws provide otherwise. Notice for meetings (3) The notice for the meetings must be given as required by the by-laws. 2001, c. 9, s. 183
Bank Act — B-1.01 770
Notice of meeting 770 (1) A notice of a meeting of directors shall specify each matter referred to in section 785 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting. Waiver of notice (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director 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. Adjourned meeting (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting were announced at the original meeting. 2001, c. 9, s. 183
Bank Act — B-1.01 771
Quorum 771 (1) Subject to section 772, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Quorum (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be (a) a majority of the minimum number of directors required by this Part for the board of directors or a committee of directors; or (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the bank holding company. Director continues to be present (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 790(1), present at any particular time during the meeting is considered to be present for the purposes of this section. 2001, c. 9, s. 183; 2005, c. 54, s. 107
Bank Act — B-1.01 772
Resident Canadian majority 772 (1) The directors of a bank holding company shall not transact business at a meeting of directors unless (a) in the case of a bank holding company that is a subsidiary of a foreign bank, at least one half of the directors present are resident Canadians; or (b) in any other case, a majority of the directors present are resident Canadians. Exception (2) Despite subsection (1), the directors of a bank holding company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting. 2001, c. 9, s. 183; 2013, c. 33, s. 106
Bank Act — B-1.01 773
Electronic meeting 773 (1) Subject to the by-laws of a bank holding company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting. Deemed present (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Part to be present at that meeting. 2001, c. 9, s. 183
Bank Act — B-1.01 774
Resolution outside board meeting 774 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors. Filing directors’ resolution (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors. Resolution outside committee meeting (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 782(3), is as valid as if it had been passed at a meeting of that committee. Filing committee resolution (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee. Evidence (5) 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. 108
Bank Act — B-1.01 775
Dissent of director 775 (1) A director of a bank holding 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 bank holding company immediately after the meeting is adjourned. Loss of right to dissent (2) A director of a bank holding 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 bank holding 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 bank holding company. 2001, c. 9, s. 183
Bank Act — B-1.01 776
Record of attendance 776 (1) A bank holding company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors. Statement to shareholders (2) A bank holding 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. 2001, c. 9, s. 183
Bank Act — B-1.01 777
Meeting required by Superintendent 777 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a bank holding company to hold a meeting of directors of the bank holding 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). 2001, c. 9, s. 183