GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Bank Act — B-1.01 139
Notice not required 139 (1) A notice of a meeting is not required to be sent to shareholders or members who are not registered on the records of the bank or the bank’s transfer agent on the record date fixed under paragraph 137(5)(c) or determined under paragraph 137(6)(a). Effect of default (2) Failure to receive a notice of a meeting does not deprive a shareholder or member of the right to vote at the meeting. 1991, c. 46, s. 139; 2005, c. 54, s. 19; 2010, c. 12, s. 1951
Bank Act — B-1.01 140
Notice of adjourned meeting 140 (1) If a meeting is adjourned for less than 30 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 if adjournment is longer (2) If a meeting is adjourned by one or more adjournments for a total of 30 days or more, notice of the continuation of the meeting must be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than 90 days, subsection 156.04(1) does not apply. 1991, c. 46, s. 140; 1997, c. 15, s. 8; 2010, c. 12, s. 1952(E)
Bank Act — B-1.01 141
Special business 141 (1) All matters dealt with at a special meeting of shareholders or members and all matters dealt with at an annual meeting, except consideration of the financial statements, report of the auditor or auditors, election of directors, remuneration of directors and reappointment of the incumbent auditor or auditors, are deemed to be special business. Notice of special business (2) Notice of a meeting of shareholders or members at which special business is to be transacted must (a) state the nature of the special business in sufficient detail to permit a shareholder or member to form a reasoned judgment in respect of that special business; and (b) contain the text of any special resolution to be submitted to the meeting. 1991, c. 46, s. 141; 2010, c. 12, s. 1953
Bank Act — B-1.01 141.1
Nominations for directors 141.1 (1) If shareholders of a federal credit union are entitled to elect one or more directors, (a) a nomination for the election of a director may be made only by one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5 per cent of the shares of the federal credit union or 5 per cent of the shares of a class of its shares entitled to vote at the meeting at which the election is to take place; and (b) a notice of a meeting of shareholders must include any nomination made in accordance with paragraph (a) for the election of a director. Exception (2) Paragraph (1)(b) does not apply if the nomination is submitted to the federal credit union at least the prescribed number of days before the anniversary date of the previous annual meeting. 2010, c. 12, s. 1954
Bank Act — B-1.01 142
Waiver of notice 142 (1) A shareholder, a member and any other person entitled to attend a meeting may in any manner waive notice of the meeting. Attendance is a waiver (2) Attendance at a meeting of shareholders or members 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. 46, s. 142; 2001, c. 9, s. 64(F); 2010, c. 12, s. 1955
Bank Act — B-1.01 143
s 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 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 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 or person acting on behalf of a bank incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 1991, c. 46, s. 143; 1997, c. 15, s. 9; 2005, c. 54, s. 20; 2010, c. 12, s. 1956
Bank Act — B-1.01 144
Notice of refusal 144 (1) If a bank 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 143(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’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 bank or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the bank to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection 143(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. 46, s. 144; 2005, c. 54, s. 21
Bank Act — B-1.01 144.2
Refusal to include proposal 144.2 (1) If a federal credit union refuses to include a proposal in a notice of a meeting referred to in section 138, it must, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of eligibility under subsection 144.1(5), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal. Restraining order by court (2) On the application of a person submitting a proposal who claims to be aggrieved by a federal credit union’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 it thinks fit. Order to omit proposal from notice (3) A federal credit union or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the federal credit union to omit the proposal from a notice of meeting, and the court, if it is satisfied that subsection 144.1(7) applies, may make any order that it thinks fit. Notice to Superintendent (4) An applicant under subsection (2) or (3) must 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. 2010, c. 12, s. 1957
Bank Act — B-1.01 145
List of shareholders entitled to notice 145 (1) A bank 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 137(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 137(6)(a). List of members entitled to notice (1.1) A federal credit union must also prepare an alphabetical list of members entitled to receive notice of a meeting (a) if a record date is fixed under paragraph 137(5)(c), no later than 10 days after that date; or (b) if no record date is fixed, on the record date determined under paragraph 137(6)(a). Voting list (2) The bank 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 137(5)(d), no later than 10 days after that date; and (b) if no record date is fixed under paragraph 137(5)(d), no later than 10 days after a record date is fixed under paragraph 137(5)(c) or no later than the record date determined under paragraph 137(6)(a), as the case may be. Voting list — members (2.1) A federal credit union must also prepare an alphabetical list of members entitled to vote as of the record date (a) if a record date is fixed under paragraph 137(5)(d), no later than 10 days after that date; or (b) if no record date is fixed under paragraph 137(5)(d), no later than 10 days after a record date is fixed under paragraph 137(5)(c) or no later than the record date determined under paragraph 137(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 of a bank that is not a federal credit union may examine the list of shareholders (a) during usual business hours at the head office of the bank or at the place where its central securities register is maintained; and (b) at the meeting of shareholders for which the list was prepared. Examination of list (5) A person who is entitled to vote at a meeting of a federal credit union may examine a list that relates to the meeting (a) during usual business hours at the head office of the federal credit union or at the place where its members register or central securities register is maintained; and (b) at the meeting for which the list was prepared. 1991, c. 46, s. 145; 2001, c. 9, s. 65; 2005, c. 54, s. 22; 2010, c. 12, s. 1958
Bank Act — B-1.01 146
Quorum 146 (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 — members (2) Unless the by-laws otherwise provide, a quorum of members is present at a meeting of members of a federal credit union if at least 500 members who are entitled to vote at the meeting, or one per cent of the total number of members entitled to vote at the meeting, whichever is the lesser, are present in person or represented by a personal representative or delegate. Quorum at opening of meeting (3) If a quorum is present at the opening of a meeting of shareholders or members, the shareholders or members present may, unless the by-laws otherwise provide, proceed with the business of the meeting even though a quorum is not present throughout the meeting. Adjournment permitted (4) If a quorum is not present at the opening of a meeting of shareholders or members, the shareholders or members present may adjourn the meeting to a fixed time and place but may not transact any other business. 1991, c. 46, s. 146; 2010, c. 12, s. 1959
Bank Act — B-1.01 147
One shareholder meeting 147 If a bank 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.
Bank Act — B-1.01 148
One share — one vote 148 Subject to section 156.09, if a share of a bank entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting. 1991, c. 46, s. 148; 2001, c. 9, s. 66
Bank Act — B-1.01 149
Representative of shareholder or member 149 (1) If an entity is a shareholder or member of a bank, the bank must 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 or members of the bank. 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 or member. 1991, c. 46, s. 149; 2010, c. 12, s. 1960
Bank Act — B-1.01 150
Joint shareholders 150 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.
Bank Act — B-1.01 151
Voting by hands or ballot 151 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or members is to take place by show of hands except when a ballot is demanded by a person entitled to vote at the meeting. Ballot (2) A person entitled to vote at a meeting of shareholders or members 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 makes one available. Voting while participating electronically (4) Unless the by-laws provide otherwise, any person who is participating in a meeting under subsection 136(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank has made available for that purpose. Voting (5) The by-laws of a federal credit union may, subject to the regulations, allow members to vote, prior to the meeting, subject to any conditions set out in the by-laws, (a) by mail; (b) in person, at one of its branches; (c) by telephonic or electronic means; or (d) by any other prescribed means. Regulations (6) The Governor in Council may make regulations (a) respecting the manner of and conditions for voting at a meeting of members or shareholders by means of a telephonic, electronic or other communication facility; and (b) respecting the manner and conditions of voting referred to in paragraphs (5)(a) to (d) by members of federal credit unions. 1991, c. 46, s. 151; 2005, c. 54, s. 23; 2010, c. 12, s. 1961 2019, c. 29, s. 87
Bank Act — B-1.01 152
Resolution in lieu of meeting 152 (1) Except where a written statement is submitted by a director under section 174 or by an auditor under subsection 321(1), (a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of shareholders or members is as valid as if it had been passed at a meeting of the shareholders or members; and (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or members, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or members. Filing resolution (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings. 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. 46, s. 152; 2005, c. 54, s. 24; 2010, c. 12, s. 1962
Bank Act — B-1.01 153
Requisitioned meeting 153 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a bank 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. Requisitioned meeting — members (1.1) At least two members entitled to vote at a meeting of a federal credit union that is sought to be held, or one per cent of the total number of members entitled to vote at a meeting of a federal credit union that is sought to be held, whichever is greater, may requisition the directors to call a meeting of members, or of members and shareholders, for the purposes stated in the requisition. Form (2) The requisition (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; and (b) may consist of several documents of like form, each signed by one or more shareholders or members, as the case may be. Directors calling meeting (3) On receipt of the requisition, the directors must call a meeting of shareholders or members, as the case may be, to transact the business stated in the requisition, unless (a) a record date has been fixed under paragraph 137(5)(c) and notice of it has been given under subsection 137(7); (b) the directors have called a meeting of shareholders or members, as the case may be, and have given the notice required by section 138; or (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 143(5)(b) to (e) or 144.1(8)(b) to (e). Power of others to call meeting (4) If the directors do not call a meeting within 21 days after receiving the requisition, any person 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 or members, as the case may be, otherwise resolve at a meeting called under subsection (4), the bank must reimburse the shareholders or members for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting. 1991, c. 46, s. 153; 2005, c. 54, s. 25; 2010, c. 12, s. 1963
Bank Act — B-1.01 154
Court may order meeting to be called 154 (1) A court may, on the application of a director of a bank, a person who is entitled to vote at a meeting of shareholders or members of a bank 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 Act 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 Act 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 under this section is for all purposes a meeting of shareholders or members, as the case may be, of the bank duly called, held and conducted. 1991, c. 46, s. 154; 2005, c. 54, s. 26; 2010, c. 12, s. 1964
Bank Act — B-1.01 155
Court review of election 155 (1) A bank or any of its shareholders, members or directors 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. 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 until a new election is held or the new appointment is made; (d) an order determining the voting rights of shareholders and of persons claiming to own shares; and (e) an order determining the voting rights of members and of persons claiming to be members. 1991, c. 46, s. 155; 2010, c. 12, s. 1965
Bank Act — B-1.01 156
Notice to Superintendent 156 (1) A person who makes an application under subsection 154(1) or 155(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).
Bank Act — B-1.01 156.01
Definitions 156.01 The definitions in this section apply in this section and sections 156.02 to 156.08. 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 ) registrant [Repealed, 2005, c. 54, s. 27] 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 ) 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 ) 1997, c. 15, s. 10; 2005, c. 54, s. 27 2019, c. 29, s. 91(E)