GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Trust and Loan Companies Act — T-19.8 133
Inquiry into adverse claims 133 Unless an issuer is deemed to have notice of an adverse claim from a document that it obtained under section 131 or has received notice of an adverse claim under subsection 132(1), if a security presented for registration is endorsed by the appropriate person, the issuer has no duty to inquire into adverse claims and, in particular, (a) an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and thereafter the issuer may assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security; (b) an issuer registering a transfer on an endorsement by a fiduciary has no duty to inquire into whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and (c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer’s possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary specifically or to the fiduciary’s nominee.
Trust and Loan Companies Act — T-19.8 134
Duration of notice of adverse claim 134 A written notice of adverse claim received by an issuer is effective for twelve months after the day it was received unless the notice is renewed in writing.
Trust and Loan Companies Act — T-19.8 135
Limitation on issuer’s liability 135 (1) Except as otherwise provided in any applicable law relating to the collection of taxes, an issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security if (a) the necessary endorsements were on or with the security; and (b) the issuer had no duty to inquire into adverse claims or had discharged any such duty. Duty of issuer on default (2) If an issuer has registered a transfer of a security to a person not entitled to it, the issuer shall on demand deliver a like security to the owner unless (a) the issuer is not liable by virtue of subsection (1); (b) the owner is precluded by subsection 136(1) from asserting any claim; or (c) the delivery would result in over-issue in respect of which section 100 applies.
Trust and Loan Companies Act — T-19.8 136
Lost or stolen security 136 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of the owner’s adverse claim within a reasonable time after the owner knows of the loss, destruction or taking, then, if the issuer has registered a transfer of the security before receiving the notice, the owner is precluded from asserting against the issuer any claim to a new security. Duty to issue new security (2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner (a) so requests before the issuer has notice that the security has been acquired by a bona fide purchaser; (b) provides the issuer with a sufficient indemnity bond; and (c) satisfies any other reasonable requirements imposed by the issuer. Duty to register transfer (3) If, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in over-issue in respect of which section 100 applies. Right of issuer to recover (4) In addition to the rights that an issuer has by reason of an indemnity bond, the issuer may recover the new security issued under subsection (2) from the person to whom it was issued or any person taking under that person other than a bona fide purchaser.
Trust and Loan Companies Act — T-19.8 137
Authenticating agent’s duty 137 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, (a) a duty to the issuer to exercise good faith and reasonable diligence; and (b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.
Trust and Loan Companies Act — T-19.8 138
Notice to agent 138 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent.
Trust and Loan Companies Act — T-19.8 139
Place of meetings 139 (1) Meetings of shareholders of a company shall be held at the place within Canada provided for in the by-laws of the 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 company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act 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. 1991, c. 45, s. 139; 2005, c. 54, s. 381
Trust and Loan Companies Act — T-19.8 140
Calling meetings 140 (1) The directors of a company (a) shall, after the meeting called pursuant to subsection 50(1), call the first annual meeting of shareholders of the company, which meeting must be held not later than six months after the end of the first financial year of the 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 company may apply to the court for an order extending the time for calling an annual meeting. Obligation to notify Superintendent (3) The 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 company’s head office is situated and in each place in Canada where the 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 company’s shares are listed for trading. 1991, c. 45, s. 140; 2005, c. 54, s. 382
Trust and Loan Companies Act — T-19.8 141
Notice of meeting 141 (1) Notice of the time and place of a meeting of shareholders of a 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 company; and (d) the Superintendent. Exception (1.01) In the case of a company that is not a distributing company, notice may be sent within any shorter period specified in its by-laws. Publication in newspaper (2) In addition to the notice required under subsection (1), where any class of shares of a 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 company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded. 1991, c. 45, s. 141; 2005, c. 54, s. 383
Trust and Loan Companies Act — T-19.8 142
Notice not required 142 (1) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the company or the company’s transfer agent on the record date fixed under paragraph 140(5)(c) or determined under paragraph 140(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. 1991, c. 45, s. 142; 2005, c. 54, s. 384
Trust and Loan Companies Act — T-19.8 143
Notice of adjourned meeting 143 (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 of continuation of meeting (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 160.04(1) does not apply. 1991, c. 45, s. 143; 1997, c. 15, s. 346
Trust and Loan Companies Act — T-19.8 144
Special business 144 (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, auditor’s report, 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.
Trust and Loan Companies Act — T-19.8 145
Waiver of notice 145 (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. Idem (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. 1991, c. 45, s. 145; 2001, c. 9, s. 495(F)
Trust and Loan Companies Act — T-19.8 146
 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. 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 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 company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 1991, c. 45, s. 146; 1997, c. 15, s. 347; 2005, c. 54, s. 385
Trust and Loan Companies Act — T-19.8 147
Notice of refusal 147 (1) If a 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 146(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 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. Idem (3) A company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the company to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection 146(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. 1991, c. 45, s. 147; 2005, c. 54, s. 386
Trust and Loan Companies Act — T-19.8 148
List of shareholders entitled to notice 148 (1) A 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 140(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 140(6)(a). Voting list (2) The 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 140(5)(d), no later than 10 days after that date; and (b) if no record date is fixed under paragraph 140(5)(d), no later than 10 days after a record date is fixed under paragraph 140(5)(c) or no later than the record date determined under paragraph 140(6)(a), as the case may be. Entitlement to vote (3) 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 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. 1991, c. 45, s. 148; 2001, c. 9, s. 496; 2005, c. 54, s. 387
Trust and Loan Companies Act — T-19.8 149
Quorum 149 (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. Idem (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. Idem (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.
Trust and Loan Companies Act — T-19.8 150
One shareholder meeting 150 If a 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.
Trust and Loan Companies Act — T-19.8 151
One share — one vote 151 (1) Where a share of a company entitles the holder thereof to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting. Exception (2) Notwithstanding subsection (1), a share of a former-Act company issued (a) on or before September 27, 1990 that entitled the holder to more than one vote, or to a fraction of a vote, at a meeting of shareholders in respect of that share, or (b) after September 27, 1990 pursuant to the conversion of a security of the former-Act company that was issued with such conversion privilege prior to that date continues to entitle that holder or any subsequent holder of the share to exercise such voting rights.
Trust and Loan Companies Act — T-19.8 152
Representative shareholder 152 (1) If an entity is a shareholder of a company, the 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 company. Idem (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.
Trust and Loan Companies Act — T-19.8 153
Joint shareholders 153 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.
Trust and Loan Companies Act — T-19.8 154
Voting by hands or ballot 154 (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 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 139(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the 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. 1991, c. 45, s. 154; 2005, c. 54, s. 388
Trust and Loan Companies Act — T-19.8 155
Resolution in lieu of meeting 155 (1) Except where a written statement is submitted by a director under section 178 or by an auditor under subsection 326(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 Act 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 Act 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. 1991, c. 45, s. 155; 2005, c. 54, s. 389
Trust and Loan Companies Act — T-19.8 156
Requisitioned meeting 156 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a 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 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 140(5)(c) and notice of it has been given under subsection 140(7); (b) the directors have called a meeting of shareholders and have given notice thereof under section 141; or (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 146(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 Act. Reimbursement (6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting. 1991, c. 45, s. 156; 2005, c. 54, s. 390