PART VICorporate Governance (continued)
Directors and Officers (continued)
Meetings of the Board (continued)
Marginal note:Resolution outside board meeting
Marginal note:Filing directors’ resolution
(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.
Marginal note:Resolution outside committee meeting
(3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 194(3) or a resolution of the conduct review committee in carrying out its duties under subsection 195(3), is as valid as if it had been passed at a meeting of that committee.
Marginal note:Filing committee resolution
(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.
(5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
- 1997, c. 15, s. 20
- 2005, c. 54, s. 37
Marginal note:Dissent of director
(a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;
(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) the director sends the director’s dissent by registered mail or delivers it to the head office of the bank immediately after the meeting is adjourned.
Marginal note:Loss of right to dissent
(2) A director of a bank who votes for or consents to a resolution is not entitled to dissent under subsection (1).
Marginal note:Dissent of absent director
(3) A director of a bank who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director
Marginal note:Record of attendance
Marginal note:Statement to shareholders and members
(2) A bank must attach to the notice of each annual meeting it sends to its shareholders or members, as the case may be, a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.
- 1991, c. 46, s. 186
- 1997, c. 15, s. 21
- 2010, c. 12, s. 1982
Marginal note:Meeting required by Superintendent
187 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a bank to hold a meeting of directors of the bank to consider the matters set out in the notice.
Marginal note:Attendance of Superintendent
(2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).
188 (1) Unless this Act otherwise provides, the directors of a bank that is not a federal credit union may by resolution make, amend or repeal any by-law that regulates the business or affairs of the bank.
Marginal note:Shareholder approval
(2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by resolution, confirm or amend the by-law, amendment or repeal.
Marginal note:Effective date of by-law
(3) Unless this Act otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) 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.
Marginal note:Effect where no shareholder approval
(4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders, or is not submitted to the shareholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders, 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.
- 1991, c. 46, s. 188
- 2010, c. 12, s. 1983
Marginal note:Shareholder proposal of by-law
189 A shareholder entitled to vote at an annual meeting of shareholders may, in accordance with sections 143 and 144, make a proposal to make, amend or repeal a by-law.
- 1991, c. 46, s. 189
- 2010, c. 12, s. 1984(F)
Marginal note:By-laws of existing bank
190 Subject to section 191, where a by-law of a bank that was in existence immediately prior to the day this section comes into force was in effect immediately prior to that day, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.
Marginal note:By-laws re remuneration
191 (1) A by-law of a bank respecting the remuneration of the directors of the bank, as directors, that is in effect on the coming into force of this section ceases to have effect on the day on which the first annual meeting is held following the coming into force of this section.
Marginal note:Existing by-laws
(2) A by-law made by the directors of a bank under section 45 of the Bank Act, being chapter B-1 of the Revised Statutes of Canada, 1985, as that section read immediately prior to the day this section comes into force, and not confirmed by the shareholders of the bank in accordance with that section on or before the day this section comes into force, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders following the day this section comes into force.
Marginal note:Shareholder approval
(3) A by-law referred to in subsection (2) shall be submitted to the shareholders at the first meeting of shareholders following the coming into force of this section.
Marginal note:Application of ss. 188(3) and (4) and 189
(4) Subsections 188(3) and (4) and section 189 apply in respect of a by-law referred to in this section as if it were a by-law made under section 188.
Marginal note:Deemed by-laws
(a) immediately prior to the day this section comes into force, was provided for in the incorporating instrument of a bank that was in existence immediately prior to that day, or
(b) immediately prior to the day a body corporate is continued as a bank other than a federal credit union, was provided for in the incorporating instrument of the body corporate,
and that, under this Act, would be provided for in the by-laws of a bank, is deemed to be provided for in the by-laws of the bank.
Marginal note:By-law prevails
(2) Where a by-law of the bank made in accordance with sections 188 and 189 amends or repeals any matter referred to in subsection (1), the by-law prevails.
- 1991, c. 46, s. 192
- 2010, c. 12, s. 1985
Marginal note:By-laws — mandatory provisions
(a) the qualifications of members and the procedures for acceptance of members;
(b) the membership obligations of members, including any obligation to use the services of the federal credit union and any fees to be paid by members;
(c) the rights of joint members, if any;
(d) the fact that a delegate has only one vote even though the delegate is a member or represents more than one member;
(e) the limit, if any, on the number of membership shares;
(f) the selection, qualifications, term of office and removal of directors and members of committees of directors;
(g) the manner of distribution of any surplus earnings arising from the operations of the federal credit union;
(h) the rights of withdrawing members and members who are expelled;
(i) if the federal credit union wishes to permit members or shareholders to attend a meeting of the federal credit union by means of a communication facility referred to in subsection 136(2), the ways in which votes must be held; and
(j) the date on which the federal credit union’s financial year ends.
Marginal note:By-laws — other provisions
(2) The by-laws of a federal credit union may provide for any other matter that the members consider necessary or desirable, including
(a) restrictions on the classes of persons to which membership may be available, as long as the restrictions are consistent with applicable laws with respect to human rights;
(b) the representation of members by delegates;
(c) the distribution of patronage allocations;
(d) the manner of distribution of any remaining property on the voluntary liquidation and dissolution of the federal credit union;
(e) a formula for calculating the value of membership shares;
(f) a formula for calculating the redemption price of membership shares; and
(g) voting by mail.
Marginal note:Selection and removal of delegates
(3) If the by-laws of a federal credit union provide for the representation of members by delegates, the by-laws must set out procedures for their selection and removal.
- 2010, c. 12, s. 1986
- Date modified: