Amendment of authorized capital
8. (1) The Corporation may from time to time, (a) increase its authorized capital; (b) decrease, (i) its authorized capital by cancelling shares, whether issued or unissued and whether with par value or without par value, or by reducing the par value of issued or unissued shares, or (ii) its issued capital, if it has shares without par value, and, where it has more capital than it requires, authorize the repayment of capital to the shareholders to the extent that the issued capital is decreased in any way under this clause; (c) redivide its authorized capital into shares of lesser or greater par value; (d) consolidate or subdivide any of its shares without par value; (e) change any of its shares with par value into shares without par value; (f) change any of its shares without par value into shares with par value; (g) redesignate any class of shares; (h) reclassify any shares with or without par value into shares of a different class; (i) delete, vary or otherwise alter the preferences, rights, conditions, restrictions, limitations or prohibitions attaching to a class of special shares. Authorization (2) An amendment under subsection (1) shall be authorized by special resolution. Idem (3) If the amendment is to delete or vary a preference, right, condition, restriction, limitation or prohibition attaching to a class of special shares or to create special shares ranking in any respect in priority to or on a parity with an existing class of special shares, then, in addition to the confirmation required by subsection (2), the resolution is not effective until it has been confirmed, (a) by 100 per cent of the holders of the shares of such class or classes of shares in writing; or (b) in writing by at least 95 per cent of the holders of the shares of such class or classes of shares holding at least 95 per cent of the issued shares of such class or classes and after twenty-one days notice of the resolution and confirmation has been given by sending the notice to each of the holders of shares of such class or classes to the holder’s latest address as shown on the records of the Corporation and only if at the expiration of twenty-one days none of the holders of such class or classes has dissented in writing to the Corporation; or (c) if the preferences, rights, conditions, restrictions, limitations and prohibitions attaching to the shares of such class or classes so provide, by at least two-thirds of the votes cast at a meeting of the holders of such class or classes of shares duly called for that purpose. Articles of amendment (4) For the purpose of bringing into effect an amendment under subsection (1), the Corporation shall deliver to the Minister of Consumer and Commercial Relations within six months after the resolution has become effective, articles of amendment in duplicate, executed under the seal of the Corporation and signed by two officers, or by one director and one officer, of the Corporation and verified by affidavit of one of the officers or directors signing the articles of amendment, setting out, (a) the name of the Corporation; (b) a certified copy of the resolution; (c) that the amendment has been duly authorized as required by subsections (2) and (3); and (d) the date or dates of the confirmation of the resolution by the shareholders. Decrease of capital (5) Where the articles of amendment are to decrease the authorized or issued capital, the articles of amendment shall be accompanied by evidence that establishes to the satisfaction of the Minister of Consumer and Commercial Relations that the Corporation is not insolvent, and, if required by that Minister, by evidence that establishes to his or her satisfaction that no creditors object to the amendment. Pro forma balance sheet (6) The articles of amendment shall, if required by the Minister of Consumer and Commercial Relations, be accompanied by a pro forma balance sheet after giving effect to the proposed change. Certificate (7) The Minister of Consumer and Commercial Relations shall, when all prescribed fees have been paid, (a) endorse on each duplicate of the articles of amendment a certificate setting out the date of the endorsement; (b) file one of the duplicates in his or her office; and (c) issue to the Corporation or its agent a certificate of amendment to which he or she shall affix the other duplicate. Effect of certificate (8) The amendment becomes effective upon the date set forth in the certificate of amendment and the capitalization of the Corporation is amended accordingly. R.S.O. 1990, c. O.14, s. 8.