jswizzle3737/ontario_laws_and_regs huggingface dataset:
44 (1) A condition contained in a debt obligation or in an instrument for securing a debt obligation is not invalid by reason only that the debt obligation is thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.  R.S.O. 1990, c. B.16, s. 44 (1). Debt obligations (2) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.  R.S.O. 1990, c. B.16, s. 44 (2). Idem (3) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations.  R.S.O. 1990, c. B.16, s. 44 (3). PART IV   SALE OF RESTRICTED SHARES
46 (1) In this Part, “event of default” means an event specified in a trust indenture on the occurrence of which, (a)  a security interest constituted by the trust indenture becomes enforceable, or (b)  the principal, interest and other money payable thereunder become or may be declared to be payable before the date of maturity, but the event is not an event of default until all conditions prescribed by the trust indenture in connection with such event for the giving of notice or the lapse of time or otherwise have been satisfied; (“cas de défaut”) “trust indenture” means any deed, indenture or other instrument, including any supplement or amendment thereto, made by a body corporate under which the body corporate issues or guarantees debt obligations and in which a person is appointed as trustee for the holders of the debt obligations issued or guaranteed thereunder; (“acte de fiducie”) “trustee” means any person appointed as trustee under the terms of a trust indenture to which a body corporate is a party and includes any successor trustee, whether or not the person is a trust corporation authorized to carry on business in Ontario. (“fiduciaire”)  R.S.O. 1990, c. B.16, s. 46 (1). Application of this Part (2) This Part applies to a trust indenture, whether entered into before or after the 29th day of July, 1983, if, in respect of any debt obligations outstanding or guaranteed thereunder or to be issued or guaranteed thereunder, a prospectus or securities exchange issuer or take-over bid circular has been filed under the Securities Act
or any predecessor thereof or in respect of which a prospectus has been filed under The Corporations Information Act, being chapter 72 of the Revised Statutes of Ontario, 1960, or any predecessor thereof.  R.S.O. 1990, c. B.16, s. 46 (2). Resident trustee (3) The person appointed as trustee under a trust indenture, or at least one of such persons if more than one is so appointed, shall be resident or authorized to do business in Ontario.  R.S.O. 1990, c. B.16, s. 46 (3). Exemption by Commission (4) Where, upon the application of a body corporate incorporated otherwise than under the laws of Canada, a province or a territory, the Commission is satisfied that to do so would not be prejudicial to the public interest, the Commission may exempt, subject to such terms and conditions as the Commission may impose, a trust indenture from this Part.  R.S.O. 1990, c. B.16, s. 46 (4).
47 (1) A trustee in exercising the trustee’s powers and discharging the trustee’s duties shall, (a)  act honestly and in good faith with a view to the best interests of the holders of the debt obligations issued under the trust indenture; and (b)  exercise the care, diligence and skill of a reasonably prudent trustee.  R.S.O. 1990, c. B.16, s. 47 (1). Exculpatory clauses (2) No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed upon the trustee in subsection (1).  R.S.O. 1990, c. B.16, s. 47 (2).
48 (1) No person shall be appointed as trustee if there is a material conflict of interest between the person’s role as trustee and the person’s role in any other capacity.  R.S.O. 1990, c. B.16, s. 48 (1). Idem (2) A trustee shall, within ninety days after becoming aware that a material conflict of interest exists, (a)  eliminate such conflict of interest; or (b)  resign from office.  R.S.O. 1990, c. B.16, s. 48 (2). Validity not affected (3) If, despite this section, a trustee has a material conflict of interest, the validity and enforceability of the trust indenture under which the trustee has been appointed, of the security interest constituted by or under such trust indenture and of the securities issued under such trust indenture are not affected in any manner whatsoever by reason only of the existence of such material conflict of interest.  R.S.O. 1990, c. B.16, s. 48 (3). Replacing trustee (4) If a trustee contravenes subsection (1) or (2), any interested person may apply to the court for an order that the trustee be replaced, and the court may make an order on such terms as it thinks fit.  R.S.O. 1990, c. B.16, s. 48 (4).
50 A trustee under a trust indenture and any related person to the trustee shall not be appointed a receiver or receiver and manager or liquidator of the assets or undertaking of the issuer or guarantor of the debt obligations under the trust indenture.  R.S.O. 1990, c. B.16, s. 50.
51 (1) The trustee shall be required to give to the holders of debt obligations issued under the trust indenture, within a reasonable time but not exceeding thirty days after the trustee becomes aware of the occurrence thereof, notice of every event of default arising under the trust indenture unless the trustee in good faith determines that the withholding of the notice is in the best interests of the holders of the debt obligations and so advises the issuer or guarantor in writing.  R.S.O. 1990, c. B.16, s. 51 (1). Idem (2) Where notice of the occurrence of an event of default under a trust indenture is given under subsection (1) and the default is thereafter cured, notice that the default is no longer continuing shall be given by the trustee to the holders of the debt obligations within a reasonable time, but not exceeding thirty days, after the trustee becomes aware that the default has been cured.  R.S.O. 1990, c. B.16, s. 51 (2).
52 (1) Any person, upon payment to a trustee of a reasonable fee therefor, may require the trustee to furnish, within ten days after delivering to the trustee the statutory declaration referred to in subsection (3), a list setting out, (a)  the names and addresses of the registered holders of the outstanding debt obligations; (b)  the principal amount of outstanding debt obligations owned by each such holder; and (c)  the aggregate principal amount of debt obligations outstanding, as shown on the records maintained by the trustee on the day that the statutory declaration is delivered to the trustee.  R.S.O. 1990, c. B.16, s. 52 (1). Information to be furnished to trustee (2) Upon the demand of a trustee, the issuer of debt obligations shall furnish the trustee with the information required to enable the trustee to comply with subsection (1).  R.S.O. 1990, c. B.16, s. 52 (2). Statutory declaration (3) The statutory declaration required under subsection (1) shall state, (a)  the name and address of the person requiring the trustee to furnish the list and, if the person is a body corporate, the address for service thereof; and (b)  that the list will not be used except as permitted under subsection (5).  R.S.O. 1990, c. B.16, s. 52 (3). Idem (4) If the person requiring the trustee to furnish a list under subsection (1) is a body corporate, the statutory declaration required under that subsection shall be made by a director or officer of the body corporate.  R.S.O. 1990, c. B.16, s. 52 (4). Use of list (5) No person shall use a list obtained under this section except in connection with, (a)  an effort to influence the voting of the holders of debt obligations; (b)  an offer to acquire debt obligations; or (c)  any other matter relating to the debt obligations or the affairs of the issuer or guarantor thereof.  R.S.O. 1990, c. B.16, s. 52 (5). PART VI    CORPORATE SECURITIES
53 Except as otherwise provided in this Act, the transfer or transmission of a security is governed by the Securities Transfer Act, 2006.  2006, c. 8, s. 110. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 110 - 01/01/2007
54 (1) A security issued by a corporation may be represented by a security certificate or may be an uncertificated security.  2006, c. 8, s. 111. Uncertificated securities (2) Unless otherwise provided by the corporation’s articles, the directors of a corporation may provide by resolution that any or all classes and series of its shares or other securities shall be uncertificated securities, provided that such resolution shall not apply to securities represented by a certificate until such certificate is surrendered to the corporation.  2006, c. 8, s. 111. Notice to holder of uncertificated security (3) Within a reasonable time after the issuance or transfer of an uncertificated security, the corporation shall send to the registered owner of the uncertificated security a written notice containing the information required to be stated on a share certificate pursuant to subsections 56 (1) and (2).  2006, c. 8, s. 111. Parity of rights (4) Except as otherwise expressly provided or authorized by law, the rights and obligations of the registered owners of uncertificated securities and the rights and obligations of the holders of certificated securities of the same class and series shall be identical.  2006, c. 8, s. 111. Fee (5) A corporation may charge a fee, not exceeding the prescribed amount, for a security certificate issued in respect of a transfer.  2006, c. 8, s. 111. Joint holders (6) A corporation required to issue a security certificate is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery to one of several joint holders is sufficient delivery to all.  2006, c. 8, s. 111. Definition (7) In this section, “certificated security” means a certificated security as defined in the Securities Transfer Act, 2006.  2006, c. 8, s. 111. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 111 - 01/01/2007
55 (1) A security certificate shall be signed by at least one of the following persons: 1.  A director or officer of the corporation. 2.  A registrar, transfer agent or branch transfer agent of the corporation, or an individual on their behalf. 3.  A trustee who certifies it in accordance with a trust indenture.  2006, c. 8, s. 112. Same (2) A signature required by subsection (1) may be printed or otherwise mechanically reproduced on the security certificate.  2006, c. 8, s. 112. Same (3) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate even if the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.  2006, c. 8, s. 112. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 112 - 01/01/2007
57 (1) A corporation may issue a certificate for a fractional share or may issue in place thereof scrip certificates in bearer form that entitle the holder to receive a certificate for a full share by exchanging scrip certificates aggregating a full share.  R.S.O. 1990, c. B.16, s. 57 (1). Same (1.1) A corporation may issue the fractional share described in subsection (1) as an uncertificated security registered or recorded in records maintained by or on behalf of the corporation or by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent of the corporation by the making of an appropriate entry in the records of the corporation or its registrar, transfer agent, branch transfer agent or other issuing or authenticating agent.  2006, c. 8, s. 114 (1). Scrip certificates (2) The directors may attach conditions to any scrip certificates issued by a corporation or its registrar, transfer agent, branch transfer agent or other issuing or authenticating agent, including conditions that, (a)  the scrip certificates become void if not exchanged for a certificate, or an uncertificated security, representing a full share before a specified date; and (b)  any shares for which such scrip certificates are exchangeable may, despite any pre-emptive right, be issued by the corporation to any person and the proceeds thereof distributed rateably to the holders of the scrip certificates.  2006, c. 8, s. 114 (2). Rights of holder of fractional share (3) A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share unless, (a)  the fractional share results from a consolidation of shares; or (b)  the articles of the corporation otherwise provide.  R.S.O. 1990, c. B.16, s. 57 (3). Rights of holder of scrip certificate (4) A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificate.  R.S.O. 1990, c. B.16, s. 57 (4). Section Amendments with date in force (d/m/y) 2006, c. 8, s. 114 (1, 2) - 01/01/2007
58 (1) When there has been an overissue within the meaning of the Securities Transfer Act, 2006 and the corporation subsequently amends its articles or trust indenture to increase any maximum number of securities to a number equal to or in excess of the maximum number of securities previously authorized plus the amount of the securities overissued, the securities so overissued, and any act taken by any person in reliance upon the validity of such overissued securities, are valid from the date of their issue.  2006, c. 8, s. 115. Non-application of ss. 30, 31, 32, 35 (2) A purchase or payment in accordance with subsection 67 (2) or (3) of the Securities Transfer Act, 2006 is not a purchase or payment to which section 30, 31, 32 or 35 of this Act applies.  2006, c. 8, s. 115. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 115 - 01/01/2007 59.-66 Repealed:  2006, c. 8, s. 116. Section Amendments with date in force (d/m/y) 2006, c. 8, s. 116 - 01/01/2007
92 (1) The shareholders of a corporation are not, as shareholders, liable for any act, default, obligation or liability of the corporation except under subsections 34 (5), 108 (5) and 130 (5) and section 243.  R.S.O. 1990, c. B.16, s. 92 (1); 2011, c. 1, Sched. 2, s. 1 (6). Shares subject to call (2) The provisions of the Corporations Act relating to the liability of a holder of shares that are not fully paid and to the enforcement of such liability apply in respect of shares that were not fully paid, (a)  on the 1st day of January, 1971, in the case of shares of a corporation that then became subject to The Business Corporations Act, being chapter 53 of the Revised Statutes of Ontario, 1970; or (b)  on the day upon which any other body corporate was continued under The Business Corporations Act, being chapter 53 of the Revised Statutes of Ontario, 1970, or under this Act, in the case of shares of such other body corporate.  R.S.O. 1990, c. B.16, s. 92 (2). Section Amendments with date in force (d/m/y) 2011, c. 1, Sched. 2, s. 1 (6) - 31/12/2015
93 (1) Subject to the articles and any unanimous shareholder agreement, a meeting of shareholders of a corporation shall be held at such place in or outside Ontario as the directors determine or, in the absence of such a determination, at the place where the registered office of the corporation is located.  R.S.O. 1990, c. B.16, s. 93. Meeting by electronic means (2) A meeting held under subsection 94 (2) shall be deemed to be held at the place where the registered office of the corporation is located.  1999, c. 12, Sched. F, s. 4. Section Amendments with date in force (d/m/y) 1999, c. 12, Sched. F, s. 4 - 27/03/2000
94 (1) Subject to subsection 104 (1), the directors of a corporation, (a)  shall call an annual meeting of shareholders not later than eighteen months after the corporation comes into existence and subsequently not later than fifteen months after holding the last preceding annual meeting; and (b)  may at any time call a special meeting of shareholders.  R.S.O. 1990, c. B.16, s. 94. Meeting by telephonic or electronic means (2) Subject to the articles or by-laws and subsection (4), a meeting of shareholders may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. 2023, c. 9, Sched. 4, s. 3. Same, articles, etc. (3) In addition to any other matters that the articles or by-laws may provide for with respect to the holding of meetings of shareholders in accordance with subsection (2), the articles or by-laws may, (a)  limit the manner or manners by which a meeting of shareholders may be held in accordance with subsection (2); and (b)  specify requirements that apply with respect to the holding of a meeting of shareholders in a manner described in subsection (2) or in such manner as described by the articles or by-laws made under clause (a). 2023, c. 9, Sched. 4, s. 3. Same, reasonable participation (4) A meeting of shareholders held in any manner described in subsection (2) or in such manner as described by the articles or by-laws made under subsection (3) must enable all persons entitled to attend the meeting to reasonably participate. 2023, c. 9, Sched. 4, s. 3. Same, persons deemed present at meeting (5) A person who, through telephonic or electronic means, votes at or attends a meeting of shareholders is deemed for the purposes of this Act to be present in person at the meeting. 2023, c. 9, Sched. 4, s. 3. Section Amendments with date in force (d/m/y) 2001, c. 9, Sched. D, s. 2 (3) - 29/06/2001 2017, c. 20, Sched. 6, s. 7 - 14/11/2017 2023, c. 9, Sched. 4, s. 3 - 01/10/2023
95 (1) For the purpose of determining shareholders, (a)  entitled to receive payment of a dividend; (b)  entitled to participate in a liquidation or distribution; or (c)  for any other purpose except the right to receive notice of or to vote at a meeting, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than fifty days the particular action to be taken.  R.S.O. 1990, c. B.16, s. 95 (1). Same (2) For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but the record date shall not precede by more than 60 days or by less than 30 days the date on which the meeting is to be held.  2006, c. 9, Sched. A, s. 1. Idem (3) Where no record date is fixed, (a)  the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be, (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 purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.  R.S.O. 1990, c. B.16, s. 95 (3). Notice of date (4) If a record date is fixed, 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 the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed, (a)  by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and (b)  by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.  R.S.O. 1990, c. B.16, s. 95 (4). Section Amendments with date in force (d/m/y) 2006, c. 9, Sched. A, s. 1 - 01/08/2007
97 Subject to this Act or the articles or by-laws of a corporation or a unanimous shareholder agreement, (a)  all questions proposed for the consideration of the shareholders shall be determined by the majority of the votes cast and the chair presiding at the meeting shall not have a second or casting vote in case of an equality of votes; (b)  the chair presiding at a meeting of shareholders may, with the consent of the meeting and subject to such conditions as the meeting decides, adjourn the meeting from time to time and from place to place subject to subsections 96 (3) and (4); and (c)  the president or, in his or her absence, a vice-president who is a director shall preside as chair at a meeting of shareholders, but, if there is no president or such a vice-president or if at a meeting none of them is present within fifteen minutes after the time appointed for the holding of the meeting, the shareholders present shall choose a person from their number to be the chair.  R.S.O. 1990, c. B.16, s. 97.
98 A shareholder and any other person entitled to attend a meeting of shareholders may in any manner and at any time waive notice of a meeting of shareholders, and attendance of any such person at a meeting of shareholders is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.  R.S.O. 1990, c. B.16, s. 98.
100 (1) A corporation shall prepare a list of shareholders entitled to receive notice of a meeting, arranged in alphabetical order and showing the number of shares held by each shareholder, which list shall be prepared, (a)  if a record date is fixed under subsection 95 (2), not later than ten days after such record date; or (b)  if no record date is fixed, (i)  at the close of business on the day immediately preceding the day on which notice is given, or (ii)  where no notice is given, on the day on which the meeting is held.  R.S.O. 1990, c. B.16, s. 100 (1). Entitlement to vote (2) A shareholder whose name appears on a list prepared under subsection (1) is entitled to vote the shares shown opposite the shareholder’s name at the meeting to which the list relates.  2006, c. 34, Sched. B, s. 15. (3) Repealed:  2006, c. 34, Sched. B, s. 15. Examination of list (4) A shareholder may examine the list of shareholders, (a)  during usual business hours at the registered office of the corporation or at the place where its central securities register is maintained; and (b)  at the meeting of shareholders for which the list was prepared.  R.S.O. 1990, c. B.16, s. 100 (4). Same, examination by remote means (5) A corporation or a trustee, transfer agent or other agent may, but is not required, to permit a shareholder to examine the list of shareholders remotely at any time by means of any technology. 2023, c. 9, Sched. 4, s. 5. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 15 - 01/08/2007 2023, c. 9, Sched. 4, s. 5 - 01/10/2023
101 (1) Unless the by-laws provide otherwise, a quorum of shareholders is present at a meeting of shareholders, irrespective of the number of persons actually present at the meeting, if the holders of a majority of the shares entitled to vote at the meeting are present in person or represented by proxy. 2017, c. 2, Sched. 12, s. 1 (4). 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 even if a quorum is not present throughout the meeting.  R.S.O. 1990, c. B.16, s. 101 (2). Idem (3) If a quorum is not present at the time appointed for a meeting of shareholders, or within such reasonable time thereafter as the shareholders present may determine, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.  R.S.O. 1990, c. B.16, s. 101 (3). Where only one shareholder (4) If a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting.  R.S.O. 1990, c. B.16, s. 101 (4). Section Amendments with date in force (d/m/y) 2017, c. 2, Sched. 12, s. 1 (4) - 22/03/2017
102 (1) Unless the articles otherwise provide, each share of a corporation entitles the holder thereof to one vote at a meeting of shareholders.  R.S.O. 1990, c. B.16, s. 102 (1). Representative (2) Where a body corporate or association is a shareholder of a corporation, the corporation shall recognize any individual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of shareholders of the corporation.  R.S.O. 1990, c. B.16, s. 102 (2). Idem (3) An individual authorized as set out in subsection (2) may exercise on behalf of the body corporate or association he or she represents all the powers it could exercise if it were an individual shareholder.  R.S.O. 1990, c. B.16, s. 102 (3). Joint shareholders (4) Unless the by-laws otherwise provide, where 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 are present, in person or by proxy, they shall vote as one on the shares jointly held by them.  R.S.O. 1990, c. B.16, s. 102 (4).
103 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall be by show of hands, except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.  R.S.O. 1990, c. B.16, s. 103 (1). Idem (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.  R.S.O. 1990, c. B.16, s. 103 (2). Voting by telephonic or electronic means (2.1) Unless the by-laws expressly provide otherwise, a vote at a meeting of shareholders may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 4, s. 6. Entry in minutes (3) Unless a ballot is demanded, an entry in the minutes of a meeting of shareholders to the effect that the chair declared a motion to be carried is admissible in evidence as proof of the fact, in the absence of evidence to the contrary, without proof of the number or proportion of the votes recorded in favour of or against the motion.  R.S.O. 1990, c. B.16, s. 103 (3). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 4, s. 6 - 01/10/2023
105 (1) The holders of not less than 5 per cent of the issued shares of a corporation 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.  R.S.O. 1990, c. B.16, s. 105 (1). Idem (2) The requisition referred to in subsection (1) shall state the business to be transacted at the meeting and shall be sent to the registered office of the corporation.  R.S.O. 1990, c. B.16, s. 105 (2). Duty of directors to call meeting (3) Upon receiving the 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 subsection 95 (2) and notice thereof has been given under subsection 95 (4); (b)  the directors have called a meeting of shareholders and have given notice thereof under section 96; or (c)  the business of the meeting as stated in the requisition includes matters described in clauses 99 (5) (b) to (d).  R.S.O. 1990, c. B.16, s. 105 (3). Where requisitionist may call meeting (4) Subject to subsection (3), if the directors do not within twenty-one days after receiving the requisition referred to in subsection (1) call a meeting, any shareholder who signed the requisition may call the meeting.  R.S.O. 1990, c. B.16, s. 105 (4). Calling of meeting (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws, this Part and Part VIII.  R.S.O. 1990, c. B.16, s. 105 (5). Repayment of expenses (6) The corporation shall reimburse the shareholders for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting unless the shareholders have not acted in good faith and in the interest of the shareholders of the corporation generally.  R.S.O. 1990, c. B.16, s. 105 (6).
106 (1) If for any reason it is impracticable to call a meeting of shareholders of a corporation in the manner in which meetings of those shareholders may be called or to conduct the meeting in the manner prescribed by the by-laws, the articles and this Act, or if for any other reason the court thinks fit, the court, upon the application of a director or a shareholder entitled to vote at the meeting, may order a meeting to be called, held and conducted in such manner as the court directs and upon such terms as to security for the costs of holding the meeting or otherwise as the court deems fit.  R.S.O. 1990, c. B.16, s. 106 (1). Power of court (2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws, the articles or this Act be varied or dispensed with at a meeting called, held and conducted under this section.  R.S.O. 1990, c. B.16, s. 106 (2). Effect of meeting (3) A meeting called, held and conducted under this section is for all purposes a meeting of shareholders of the corporation duly called, held and conducted.  R.S.O. 1990, c. B.16, s. 106 (3).
107 (1) A corporation, shareholder or director may apply to the court to determine any controversy with respect to an election or appointment of a director or auditor of the corporation.  R.S.O. 1990, c. B.16, s. 107 (1). Court order (2) Upon an application under this section, the 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 corporation until a new election is held or appointment made; and (d)  an order determining the voting rights of shareholders and of persons claiming to own shares.  R.S.O. 1990, c. B.16, s. 107 (2).
109 In this Part, “dissident’s information circular” means the circular referred to in clause 112 (1) (b); (“circulaire d’information d’un dissident”) “form of proxy” means a form that is in written or printed format or a format generated by telephonic or electronic means and that becomes a proxy when completed and signed in writing or electronic signature by or on behalf of a shareholder; (“formule de procuration”) “management information circular” means the circular referred to in clause 112 (1) (a); (“circulaire d’information de la direction”) “proxy” means a completed and signed form of proxy by means of which a shareholder has appointed a proxyholder to attend and act on a shareholder’s behalf at a meeting of shareholders; (“procuration”) “solicit” and “solicitation” include, (a)  a request for a proxy whether or not accompanied by or included in a form of proxy, (b)  a request to execute or not to execute a form of proxy or to revoke a proxy, (c)  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 (d)  the sending of a form of proxy to a shareholder under section 111, but do not include, (e)  the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder, (f)  the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (g)  the sending of material under section 49 of the Securities Act, (h)  a solicitation by a person in respect of shares of which the person is the beneficial owner, (i)  a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision, (j)  a communication, other than a solicitation by or on behalf of the management of the corporation, that is made to shareholders in any circumstances that may be prescribed; (“sollicitation”, “solliciter”) “solicitation by or on behalf of the management of a corporation” means a solicitation by any person under a resolution or the instructions of the directors of that corporation or a committee of such directors. (“sollicitation effectuée par la direction ou pour son compte”)  R.S.O. 1990, c. B.16, s. 109; 1999, c. 12, Sched. F, s. 6; 2006, c. 34, Sched. B, s. 17; 2017, c. 20, Sched. 6, s. 9. Section Amendments with date in force (d/m/y) 1999, c. 12, Sched. F, s. 6 - 27/03/2000; 2006, c. 34, Sched. B, s. 17 - 01/08/2007 2017, c. 20, Sched. 6, s. 9 - 14/11/2017
110 (1) Every shareholder entitled to vote at a meeting of shareholders may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, as the shareholder’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy.  R.S.O. 1990, c. B.16, s. 110 (1). Signature (2) Subject to subsection (4.2), a proxy must be signed, (a)  in writing or by electronic signature by the shareholder or an attorney who is authorized by a document that is signed in writing or by electronic signature; or (b)  if the shareholder is a body corporate, by an officer or attorney of the body corporate duly authorized.  1999, c. 12, Sched. F, s. 7 (1). Expiry (2.1) A proxy appointing a proxyholder to attend and act at a meeting or meetings of shareholders of an offering corporation ceases to be valid one year from its date.  1999, c. 12, Sched. F, s. 7 (1). Form of proxy (3) Every form of proxy shall comply with the regulations.  R.S.O. 1990, c. B.16, s. 110 (3). Revocation (4) A shareholder may revoke a proxy, (a)  by depositing an instrument in writing that complies with subsection (4.1) and that is signed by the shareholder or by an attorney who is authorized by a document that is signed in writing or by electronic signature; (b)  by transmitting, by telephonic or electronic means, a revocation that complies with subsection (4.1) and that, subject to subsection (4.2), is signed by electronic signature; or (c)  in any other manner permitted by law.  1999, c. 12, Sched. F, s. 7 (2); 2017, c. 20, Sched. 6, s. 10. Time of revocation (4.1) The instrument or the revocation must be received, (a)  at the registered office of the corporation at any time up to and including the last business day preceding the day of the meeting, or any adjournment of it, at which the proxy is to be used; or (b)  by the chair of the meeting on the day of the meeting or an adjournment of it.  1999, c. 12, Sched. F, s. 7 (2). Electronic signature (4.2) A shareholder or an attorney may sign, by electronic signature, a proxy, a revocation of proxy or a power of attorney authorizing the creation of either of them if the means of electronic signature permits a reliable determination that the document was created or communicated by or on behalf of the shareholder or the attorney, as the case may be.  1999, c. 12, Sched. F, s. 7 (2). Time limit for deposit (5) The directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of shareholders before which time proxies to be used at that meeting must be deposited with the corporation or an agent thereof, and any period of time so fixed shall be specified in the notice calling the meeting.  R.S.O. 1990, c. B.16, s. 110 (5). Section Amendments with date in force (d/m/y) 1999, c. 12, Sched. F, s. 7 (1, 2) - 27/03/2000 2017, c. 20, Sched. 6, s. 10 - 14/11/2017
111 The management of an offering corporation shall, concurrently with or prior to sending notice of a meeting of shareholders, send a form of proxy to each shareholder who is entitled to receive notice of the meeting.  R.S.O. 1990, c. B.16, s. 111.
112 (1) No person shall solicit proxies in respect of an offering corporation unless, (a)  in the case of solicitation by or on behalf of the management of the corporation, a management information circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting; or (b)  in the case of any other solicitation, a dissident’s information circular in prescribed form, is sent to the auditor of the corporation, to each shareholder whose proxy is solicited and, if clause (b) applies, to the corporation.  R.S.O. 1990, c. B.16, s. 112 (1). Exception (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s information circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.  2006, c. 34, Sched. B, s. 18. Same (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident’s information circular, if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.  2006, c. 34, Sched. B, s. 18. Filing copy (2) A person, upon sending a management or dissident’s information circular, shall concurrently file with the Commission, (a)  in the case of a management information circular, a copy thereof together with a copy of the notice of meeting, form of proxy and of any other documents for use in connection with the meeting; and (b)  in the case of a dissident’s information circular, a copy thereof together with a copy of the form of proxy and of any other documents for use in connection with the meeting.  R.S.O. 1990, c. B.16, s. 112 (2). Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 18 - 01/08/2007
113 Upon the application of any interested person, the Commission may, if satisfied in the circumstances of the particular case that there is adequate justification for so doing, make an order, on such terms and conditions as the Commission may impose, exempting, in whole or in part, any person from the requirements of section 111 or from the requirements of section 112.  R.S.O. 1990, c. B.16, s. 113.
114 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend the meeting in respect of which the proxy is given and comply with the directions of the shareholder who appointed the person.  R.S.O. 1990, c. B.16, s. 114 (1). Rights of proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed him or her to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of a show of hands.  R.S.O. 1990, c. B.16, s. 114 (2). Vote (3) Despite subsections (1) and (2), where the chair of a meeting of shareholders declares to the meeting that, to the best of his or her belief, if a ballot is conducted, the total number of votes attached to the shares represented at the meeting by proxy required to be voted against what will be the decision of the meeting in relation to any matter or group of matters is less than 5 per cent of all the votes that might be cast at the meeting on such ballot, and where a shareholder, proxyholder or alternate proxyholder does not demand a ballot, (a)  the chair may conduct the vote in respect of that matter or group of matters by a show of hands; and (b)  a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.  R.S.O. 1990, c. B.16, s. 114 (3). Vote may be by telephonic or electronic means (4) For clarity, unless the by-laws expressly provide otherwise, a vote referred to in subsection (2) or (3) may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic means and voting in person. 2023, c. 9, Sched. 4, s. 7. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 4, s. 7 - 01/10/2023 PART IX   DIRECTORS AND OFFICERS
115 (1) Subject to any unanimous shareholder agreement, the directors shall manage or supervise the management of the business and affairs of a corporation.  R.S.O. 1990, c. B.16, s. 115 (1). Board of directors (2) A corporation shall have a board of directors which shall consist of, (a)  in the case of a corporation that is not an offering corporation, at least one individual; and (b)  in the case of a corporation that is an offering corporation, not fewer than three individuals.  R.S.O. 1990, c. B.16, s. 115 (2); 1994, c. 27, s. 71 (11). Idem (3) At least one-third of the directors of an offering corporation shall not be officers or employees of the corporation or any of its affiliates.  R.S.O. 1990, c. B.16, s. 115 (3). Deemed directors (4) Where all of the directors have resigned or have been removed by the shareholders without replacement, any person who manages or supervises the management of the business and affairs of the corporation shall be deemed to be a director for the purposes of this Act.  1994, c. 27, s. 71 (12). Exceptions (5) Subsection (4) does not apply to, (a)  an officer who manages the business of the corporation under the direction or control of a shareholder or other person; (b)  a lawyer, accountant or other professional who participates in the management of the corporation solely for the purposes of providing professional services; or (c)  a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purposes of enforcement of a security agreement or administration of a bankrupt’s estate, in the case of a trustee in bankruptcy.  1994, c. 27, s. 71 (12). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 71 (11, 12) - 01/03/1995
116 (1) Unless the articles, the by-laws or a unanimous shareholder agreement otherwise provide, the directors may, by resolution, make, amend or repeal any by-laws that regulate the business or affairs of a corporation.  R.S.O. 1990, c. B.16, s. 116 (1). Confirmation by shareholders (2) Where the directors make, amend or repeal a by-law under subsection (1), they shall submit the by-law, amendment or repeal to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.  R.S.O. 1990, c. B.16, s. 116 (2); 2020, c. 34, Sched. 1, s. 4. Effective date (3) Where a by-law is made, amended or repealed under subsection (1), the by-law, amendment or repeal is effective from the date of the resolution of the directors until it is confirmed, confirmed as amended or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed or confirmed as amended, it continues in effect in the form in which it was so confirmed.  R.S.O. 1990, c. B.16, s. 116 (3). Rejection, etc. (4) If a by-law or an amendment or repeal of a by-law is rejected by the shareholders, or if the directors do not submit the by-law, amendment or repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective on the date of such rejection or on the date of the meeting of shareholders at which it should have been submitted, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.  R.S.O. 1990, c. B.16, s. 116 (4); 1998, c. 18, Sched. E, s. 21. By-law re shareholder proposal (5) If a shareholder proposal to make, amend or repeal a by-law is made in accordance with section 99 and is adopted by shareholders at a meeting, the by-law, amendment or repeal is effective from the date of its adoption and requires no further confirmation.  R.S.O. 1990, c. B.16, s. 116 (5). By-law need not be so described (6) A by-law need not be described as a by-law in a resolution referred to in this section.  R.S.O. 1990, c. B.16, s. 116 (6). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 21 - 18/12/1998 2020, c. 34, Sched. 1, s. 4 - 05/07/2021
117 (1) After incorporation, a meeting of the directors of a corporation shall be held at which the directors may, (a)  make by-laws; (b)  adopt forms of security certificates and corporate records; (c)  authorize the issue of securities; (d)  appoint officers; (e)  appoint one or more auditors to hold office until the first annual or special meeting of shareholders; (f)  make banking arrangements; and (g)  transact any other business.  R.S.O. 1990, c. B.16, s. 117 (1). Resolution in writing (2) Any matter referred to in subsection (1) may be dealt with by the directors by a resolution in writing in accordance with subsection 129 (1).  R.S.O. 1990, c. B.16, s. 117 (2). Where subs. (1) does not apply (3) Subsection (1) does not apply to a body corporate that is an amalgamated corporation under section 178 or that is continued under section 180.  R.S.O. 1990, c. B.16, s. 117 (3). Calling meeting (4) An incorporator or a director may call the meeting of directors referred to in subsection (1) by giving not less than five days notice thereof to each director, stating the time and, if applicable, the place of the meeting.  R.S.O. 1990, c. B.16, s. 117 (4); 2023, c. 9, Sched. 4, s. 8 (1). Instructions re attending meeting by telephonic, etc. means (5) If the directors may attend a meeting of directors referred to in subsection (1) by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 2023, c. 9, Sched. 4, s. 8 (2). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 4, s. 8 (1, 2) - 01/10/2023
118 (1) The following persons are disqualified from being a director of a corporation: 1.  A person who is less than eighteen years of age. 2.  A person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property or who has been found to be incapable by a court in Canada or elsewhere. 3.  A person who is not an individual. 4.  A person who has the status of bankrupt.  R.S.O. 1990, c. B.16, s. 118 (1); 2006, c. 34, Sched. B, s. 19 (1). Holding shares (2) Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.  R.S.O. 1990, c. B.16, s. 118 (2). (3) Repealed: 2020, c. 34, Sched. 1, s. 5. Section Amendments with date in force (d/m/y) 2006, c. 34, Sched. B, s. 19 (1, 2) - 01/08/2007 2020, c. 34, Sched. 1, s. 5 - 05/07/2021