86. (1) The affairs of the company shall be managed by a board of directors however designated.

(2) The board of directors of the company shall consist of a fixed number of directors not being fewer than three.

(3) Where there is any vacancy or vacancies in the board of directors, the directors then in office may exercise all the powers of the board so long as a quorum of the board remains in office.

(4) Where at any election of the directors of a company the full number of directors is not elected by reason of the disqualification, incapacity or death of any proposed nominees, the directors elected at that election may exercise all the powers of the board so long as the number of directors so elected would constitute a quorum.

R.S., 1970, c. C-32, s. 86; R.S., 1970, c. 10(1st Supp.), s. 6.

87. The persons named as such in the letters patent shall be the directors of the company until replaced by others duly appointed in their stead.

R.S., 1952, c. 53, s. 85.

88. (1) Subject to subsection (2), no person shall be elected as a director of a company or appointed as a director to fill any vacancy unless he or any other company of which he is an officer or director, is a shareholder, and, if the by-laws of the company so provide, owning shares of the company absolutely in his own right or in the right of such other company to an amount required by the by-laws of the company and not in arrears in respect of any calls thereon.

(2) Any person holding shares, not in arrears in respect of any call, as executor, administrator, tutor, curator, committee, guardian or trustee of a testator, intestate, minor, ward, lunatic or interdicted person, or cestui que trust may be elected or appointed a director, and where any such director ceases to hold shares in trust he thereupon ceases to be a director, and when any other company holds such shares in trust as aforesaid any officer or officers of such other company may be elected or appointed as a director or directors, and when such other company ceases to hold such shares in trust any officer so elected thereupon ceases to be a director.

(3) A director elected or appointed under subsection (2) is not personally liable under section 99, but the estate or other beneficial owner of the shares held in trust by such director or by any other company of which such director is an officer is subject to all the liabilities imposed upon the directors by that section.

(4) No person who is an undischarged bankrupt shall be elected or appointed as a director, and when any director becomes a bankrupt he thereupon ceases to be a director.

(5) Notwithstanding subsection (1), a person may become a director of a company if he becomes a shareholder within ten days after his election or appointment as a director, but if he fails to become a shareholder within such ten days, he thereupon ceases to be a director and shall not be re-elected or reappointed unless he is a shareholder of the company.

R.S., 1952, c. 53, s. 86; 1964-65, c. 52, s. 35.

89. (1) A company may, by by-law, increase, or decrease to not less than three, the number of its directors.

(2) No by-law for the purposes mentioned in subsection (1) is valid or shall be acted upon unless it is sanctioned by at least two-thirds of the votes cast at a special general meeting of the shareholders of the company duly called for considering the by-law.

(3) A copy of the by-law certified under the seal of the company shall be forthwith filed with the Minister, and such copy shall be open for inspection, without fee, during normal office hours.

R.S., 1952, c. 53, s. 87; 1964-65, c. 52, s. 36.

90. (1) Directors of the company shall be elected by the shareholders in general meeting of the company assembled at some place within Canada, at such times in such manner and for such term not exceeding two years as the letters patent or supplementary letters patent or, in default thereof, as the by-laws of the company prescribe; the letters patent or supplementary letters patent may nevertheless provide for the division of directors into classes, and in the event of such provision one class shall be elected in each year for a term not exceeding five years and one class shall retire from office in each year.

(2) The directors of the company elected by the shareholders at the first general meeting of the company are responsible for all business transacted as a board of directors by the first directors of the company.

R.S., 1952, c. 53, s. 88.

91. Where, at any time, an election of directors is not made or does not take effect at the proper time, the company shall not be held to be thereby dissolved; but such election may take place at any subsequent special general meeting of the shareholders duly called for that purpose; and the retiring directors shall continue in office until their successors are elected.

R.S., 1952, c. 53, s. 89.

92. In the absence of other provisions in that behalf in the letters patent, supplementary letters patent or by-laws of the company,

(a) the election of directors shall take place yearly, and all the directors then in office shall retire, but, if otherwise qualified, they are eligible for re-election;

(b) every election of directors shall be by ballot;

(c) so long as a quorum of directors remains in office, any vacancy occurring in the board of directors may be filled from among the qualified shareholders of the company, for the remainder of the term, by such directors as remain in office; and

(d) the directors, from time to time, shall elect from among themselves a president and, if they see fit, a vice-president of the company; and they may also appoint all other officers thereof.

R.S., 1952, c. 53, s. 90.

93. Every director of the company, and his heirs, executors and administrators, and estate and effects, respectively, may, with the consent of the company, given at any meeting of the shareholders thereof, from time to time and at all times, be indemnified and saved harmless out of the funds of the company, from and against,

(a) all costs, charges and expenses whatever that such director sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatever, made, done or permitted by him, in or about the execution of the duties of his office, and

(b) all other costs, charges and expenses that he sustains, or incurs, in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

R.S., 1952, c. 53, s. 91.

94. The directors of a company may administer the affairs of the company in all things, and make or cause to be made for the company, any description of contract that the company may, by law, enter into; and may pass by-laws not contrary to law, or to the letters patent or supplementary letters patent, or to this Part, to regulate

(a) the allotment of shares, the making of calls thereon, the payment thereof, the issue and registration of certificates for shares, the forfeiture of shares for non-payment, the disposal of forfeited shares and of the proceeds thereof, and the transfer of shares;

(b) the declaration and payment of dividends;

(c) the amount of the share qualification of the directors and the remuneration of the directors;

(d) the appointment, functions, duties and removal of all agents, officers and servants of the company, the security, if any, to be given by them to the company and their remuneration;

(e) the time and place for the holding of meetings of the shareholders, the calling of meetings of the shareholders and of the board of directors, the quorum at such meetings, the requirements as to proxies, and the procedure in all things at such meetings; and

(f) the conduct in all other particulars of the affairs of the company not otherwise provided for in this Part.

R.S., 1952, c. 53, s. 92.

95. The directors may repeal, amend or re-enact such by-laws, but every such by-law, except by-laws made respecting agents, officers and servants of the company, and every repeal, amendment or re-enactment thereof unless in the meantime sanctioned at a special general meeting of shareholders, duly called for that purpose, shall only have force until the next annual meeting of the shareholders, and in default of confirmation thereat shall, at and from that time, cease to have force.

R.S., 1952, c. 53, s. 93.

96. The board of directors of the company whenever it consists of more than six, may, if authorized by by-law duly passed by the directors, and sanctioned by at least two-thirds of the votes cast at a special general meeting of shareholders duly called for considering the by-law, elect from its number an executive committee consisting of not less than three, which executive committee shall have power to fix its quorum at not less than a majority of its members and may exercise such powers of the board as are delegated by such by-law, subject to any restrictions contained in any such by-law and to any regulations imposed from time to time by the directors.

R.S., 1952, c. 53, s. 94.

97. Whenever the officers of a public company, or any of them have become aware of any substantial impairment of the capital of the company, they shall forthwith inform the directors of the nature and extent of such impairment; and thereupon, if in the opinion of the directors such impairment of its capital renders the company insolvent, it shall be the duty of the directors immediately to call a special general meeting of the shareholders of the company for the purpose of making to the shareholders full disclosure of the nature and extent of such impairment of the capital of the company.

R.S., 1952, c. 53, s. 95.

98. (1) Subject to this section, it is the duty of a director of a company who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the company to declare his interest at a meeting of directors of the company.

(2) In the case of a proposed contract the declaration required by this section to be made by a director shall be made at the meeting of directors at which the question of entering into the contract is first taken into consideration, or, if the director is not at the date of that meeting interested in the proposed contract, at the next meeting of the directors held after he becomes so interested, and, in a case where the director becomes interested in a contract after it is made, the declaration shall be made at the first meeting of directors held after the director becomes so interested.

(3) For the purposes of this section, a general notice given to the directors of a company by a director to the effect that he is a shareholder of or otherwise interested in any other company or is a member of a specified firm and is to be regarded as interested in any contract made with such other company or firm shall be deemed to be a sufficient declaration of interest in relation to any contract so made.

(4) No director shall vote in respect of any contract or proposed contract in which he is so interested as aforesaid and if he does so vote his vote shall not be counted, but this prohibition does not apply

(a) in the case of any contract by or on behalf of the company to give to the directors or any of them security for advances or by way of indemnity,

(b) in the case of a private company, where there is no quorum of directors in office who are not so interested, or

(c) in the case of any contract between the company and any other company where the interest of the director in the last-mentioned company consists solely in his being a director or officer of such last-mentioned company, and the holder of not more than the number of shares in such last-mentioned company requisite to qualify him as a director.

(5) A director who has made a declaration of his interest in a contract or proposed contract in compliance with this section and has not voted in respect of such contract contrary to the prohibition contained in subsection (4), if such prohibition applies, is not accountable to the company or any of its shareholders or creditors by reason only of such director holding that office or of the fiduciary relationship thereby established for any profit realized by such contract.

(6) For the purposes of this section “contract” includes “arrangement” and “meeting of directors” includes a meeting of an executive committee elected in accordance with section 96.

(7) Nothing in this section imposes any liability upon a director in respect of the profit realized by any contract that has been confirmed by the vote of shareholders of the company at a special general meeting called for that purpose.

R.S., 1952, c. 53, s. 96.

99. (1) The directors of the company are jointly and severally liable to the clerks, labourers, servants and apprentices thereof, for all debts not exceeding six months wages due for services performed for the company while they are such directors respectively.

(2) A director is not liable under subsection (1) unless

( a) the company has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part, or

( b) the company has within that period gone into liquidation or has been ordered to be wound up under the Winding-up and Restructuring Act, or has made an authorized assignment under the Bankruptcy and Insolvency Act or a bankruptcy order under the Bankruptcy and Insolvency Act has been made against it and a claim for such debt has been duly filed and proved,

nor unless he is sued for such debt while a director or within one year after he has ceased to be a director.

(3) Where execution has so issued the amount recoverable against the director shall be the amount remaining unsatisfied on the execution.

(4) Where the claim for such debt has been proved in liquidation or winding-up proceedings or under the Winding-up Act or the Bankruptcy Act a director, upon payment of the debt, is entitled to any preference that the creditor paid would have been entitled to, and where a judgment has been recovered he is entitled to an assignment of the judgment.

R.S., 1970, c. C-32, s. 99; 2004, c. 25, s. 189.

100. (1) In this section and in sections 100.1 to 100.6,

“associate”, when used to indicate a relationship with any person, means

(a) any company, wherever or however incorporated, of which that person beneficially owns, directly or indirectly, equity shares carrying more than ten per cent of the voting rights attached to all equity shares of that company for the time being outstanding,

(b) any partner of that person acting by or for the partnership of which they are both partners,

(c) any trust or estate in which that person has a substantial beneficial interest or in respect of which he serves as a trustee or in a similar capacity,

(d) a spouse of that person or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year,

(e) a child of that person or of the spouse or individual referred to in paragraph (d), and

(f) a relative of that person or of the spouse or individual referred to in paragraph (d), if that relative has the same residence as that person;

“insider” or “insider of a company” means

(a) any director or officer of a public company,

(b) any person who beneficially owns, directly or indirectly, equity shares of a public company carrying more than ten per cent of the voting rights attached to all equity shares of the company for the time being outstanding, but in computing the percentage of voting rights attached to equity shares owned by an underwriter there shall be excluded any equity shares that have been acquired by him as underwriter in the course of distribution to the public of such shares, but such exclusion ceases to have effect on completion or cessation of the distribution to the public by him, or

(c) any person who exercises control or direction over the equity shares of a public company carrying more than ten per cent of the voting rights attached to all equity shares of the public company for the time being outstanding;

“public company” means a public company

(a) that has outstanding any of its securities in respect of which a prospectus or a document of a similar nature has been filed with and accepted by the Minister under section 75 or by a public authority within the meaning of section 78, or

(b) any of the shares of which are listed or posted for trading on any recognized stock exchange in Canada.

(2) For the purposes of this section and sections 100.1 to 100.6,

(a) every director or officer of any other company that is itself an insider of a company shall be deemed to be an insider of that latter company;

(b) every director or officer of any other company that is a subsidiary company shall be deemed to be an insider of its holding company;

(c) an individual shall be deemed to own beneficially securities beneficially owned by any other company controlled by him or owned by any other company affiliated with that first mentioned company;

(d) any other company shall be deemed to own beneficially securities beneficially owned by its affiliated companies; and

(e) the acquisition or disposition by an insider of a call, put or other transferable option with respect to any securities shall be deemed a change in the beneficial ownership of the securities to which the transferable option relates.

(3) Subparagraph (1)(b)(iii) does not apply to a trust company that exercises control or direction as a trustee over the equity shares of a public company carrying more than ten per cent of the voting rights attached to all equity shares of the public company for the time being outstanding unless the trustee corporation exercises such control or direction on behalf of any one person who beneficially owns, directly or indirectly, equity shares of the public company carrying more than ten per cent of the voting rights attached to all equity shares of the company for the time being outstanding.

R.S., 1970, c. C-32, s. 100; R.S., 1970, c. 10(1st Supp.), s. 7; 2000, c. 12, s. 29.

100.1 (1) A person who is an insider of a company on the day on which this section comes into force shall, within ten days after the end of the month in which such day occurs, file with the Department of Consumer and Corporate Affairs a report, as of such day, of

(a) his direct or indirect beneficial ownership of securities of the company, and

(b) the control or direction that he exercises over the equity shares of the company,

each of which ownership, control or direction mentioned in paragraphs (a) and (b) is hereinafter referred to as an “insider interest in the securities of the company”.

(2) A person who, after the day on which this section comes into force, becomes an insider of a company shall, within ten days after the end of the month in which he becomes an insider, file with the Department of Consumer and Corporate Affairs a report, as of the day on which he became an insider, of his insider interest in the securities of the company.

(3) If a person who is an insider of a company, but who has no insider interest in the securities of the company, acquires an insider interest in any such securities, he shall, within ten days after the end of the month in which he acquired such insider interest in the securities of the company, file with the Department of Consumer and Corporate Affairs a report, as of the date of such acquisition, of his insider interest in the securities of the company.

(4) A person who has filed or is required to file a report under subsection (1), (2) or (3) and whose insider interest in the securities of the company changes from that shown or required to be shown in such report or in the last report filed by him under this section shall, within ten days following the end of the month in which such change takes place, if he was an insider of the company at any time during such month, file with the Department of Consumer and Corporate Affairs a report of his insider interest in the securities of the company at the end of such month and the change or changes therein that occurred during the month and give such details of each transaction as may be required by the regulations.

(5) For the purposes of this section

(a) where any other company becomes an insider of a company, every director or officer of the first mentioned company shall be deemed to have been an insider of the second mentioned company for the previous six months or for such shorter period as he was a director or officer of the first mentioned company, and

(b) where a company became an insider of any other company, every director or officer of the second mentioned company shall be deemed to have been an insider of the first mentioned company for the previous six months or for such shorter period as he was a director or officer of the second mentioned company;

and such director or officer shall within ten days after the end of the month in which he becomes an insider file with the Department of Consumer and Corporate Affairs such reports for the period as to which he is deemed to be an insider as he would have been required to file under this section had he been an insider for such period.

(6) For the purposes of this section a report filed by any other company that includes securities beneficially owned by a subsidiary or deemed to be beneficially owned by a subsidiary by virtue of paragraph 100(2)(c) or that includes changes in a subsidiary’s beneficial ownership of securities shall be deemed to be a report filed by the subsidiary and the subsidiary need not file a separate report.

(7) For the purposes of this section a report filed by an individual that includes securities beneficially owned or deemed to be beneficially owned by virtue of paragraph 100(2)(b) by a company controlled by the individual (hereinafter called the “controlled company”) or by an affiliated company, if any, of the controlled company or that includes changes in the beneficial ownership of the securities by that controlled company or affiliated company shall be deemed to be a report filed by the controlled company or by the affiliated company and the controlled company and the affiliated company need not file separate reports.

(8) Where this Act requires the disclosure of the number or percentage of equity shares beneficially owned by an individual and, by virtue of paragraph 100(2)(b), one or more other companies will also have to be shown as beneficially owning those shares, a statement disclosing all such shares beneficially owned by the individual or deemed to be beneficially owned, and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the controlled company or company affiliated with the controlled company through which the shares are indirectly owned, and the number or percentage of the shares so owned shall be deemed sufficient disclosure without disclosing the name of the companies that are deemed to beneficially own the same shares.

(9) Where this Act requires the disclosure of the number or percentage of equity shares beneficially owned by any other company and, by virtue of paragraph 100(2)(c), one or more other companies will also have to be shown as beneficially owning those shares, a statement disclosing all such shares beneficially owned or deemed to be beneficially owned by the holding company and indicating whether the ownership is direct or indirect and, if indirect, indicating the name of the subsidiary or affiliated company through which the shares are indirectly owned and the number or percentage of the shares so owned shall be deemed sufficient disclosure without disclosing the name of the companies that are deemed to beneficially own the same shares.

(10) Upon the application of an interested person, supported by such affidavits, documents and other evidence from that or any other person as the Minister may require, the Minister 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 seem to him just and expedient exempting in whole or in part the person from the requirements of this section and, if the Minister so decides, such order may have retrospective effect.

R.S., 1970, c. 10(1st Supp.), s. 7.

100.2 (1) All reports filed under section 100.1, upon payment of the fee prescribed therefor by the regulations, shall be open to public inspection during ordinary business hours.

(2) The Minister may, upon the payment of the fee prescribed therefor by the regulations, provide any person with a copy of any of the documents referred to in subsection (1).

(3) The Minister may summarize in or as part of a monthly periodical for distribution to the public on payment of the fee prescribed therefor by the regulations, the information contained in the reports so filed as well as any exemption granted under subsection 100.1(10) and the reason therefor.

R.S., 1970, c. 10(1st Supp.), s. 7.

100.3 (1) Every person who is required to file a report under section 100.1 and who wilfully fails so to do is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both and, where the person is a corporation, every director or officer of the corporation who knowingly authorized, permitted or acquiesced in such failure is also guilty of an offence and is liable on summary conviction to a like penalty.

(2) Every person who files a report under section 100.1 that is false or misleading by reason of the mis-statement or omission of a material fact is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both and, where the person is a corporation, every director or officer of the corporation who knowingly authorized, permitted or acquiesced in the filing of the false or misleading report is also guilty of an offence and is liable on summary conviction to a like penalty.

(3) No person is guilty of an offence under subsection (2) if he did not know and in the exercise of reasonable diligence could not have known that the report was false or misleading by reason of the mis-statement or omission of a material fact.

(4) No prosecution shall be brought under subsection (1) or (2) without the consent of the Minister and the production of a consent purporting to be signed by the Minister is receivable in evidence without proof of the signature or of his official character and without further proof thereof.

(5) Where it appears to the Minister that any person has failed to comply with section 100.1, the Minister may apply to the chief justice or acting chief justice of the court of the province in which the head office of the company in respect of which the default occurred is situated, or a judge of such court designated by either of them, for an order requiring such person to comply therewith.

(6) An interested person may appeal to the appellate court of the province in which is situated the head office of the company in respect of which the default occurred from any order made under subsection (6).

R.S., 1970, c. 10(1st Supp.), s. 7.

100.4 (1) Every insider of a company, every person employed or retained by the company, the auditor of the company and every associate of the insider and affiliate of the insider within the meaning of subsection 125(3) who, in connection with a transaction relating to the securities of the company, makes use of any specific confidential information for his own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the securities of the company, is liable to compensate any person for any direct loss suffered by that person as a result of the transaction, unless the information was known or ought reasonably to have been known to that person at the time of such transaction, and is also accountable to the company for any direct benefit or advantage received or receivable by such insider, employed or retained person, auditor, associate or affiliate, as the case may be, as a result of the transaction.

(2) An action to enforce any right created by subsection (1) may be commenced only within two years after the date of completion of the transaction that gave rise to the cause of action, or if the transaction was required to be reported under section 100.1, then within two years from the time of reporting in compliance with that section.

(3) For the purposes of this section, every director or officer of any other company that becomes an insider of a company shall be deemed to have been an insider of that latter company for the previous six months or for such shorter period as he was a director or officer of that other company.

R.S., 1970, c. 10(1st Supp.), s. 7.

100.5 (1) Upon application by any person who was at the time of a transaction referred to in subsection 100.4(1) or is at the time of the application an owner of the securities of the company, or on the application of the Minister, the chief justice or acting chief justice of the court of the province in which the head office of the company is situated, or a judge of such court designated by either of them, may, if satisfied that

(a) such person has reasonable grounds for believing that the company has a cause of action under section 100.4, and

(b) either,

(i) the company has refused or failed to commence an action under section 100.4 within sixty days after receipt of a written request from such person so to do, or

(ii) the company has failed to prosecute diligently an action commenced by it under section 100.4,

make an order, upon such terms as to the judge seem fit, directing that an action be commenced or continued by the Director of the Corporations Branch in the name of and on behalf of the company to enforce the liability created by section 100.4.

(2) The company and the Director of the Corporations Branch shall be given ten days notice of the hearing of any application under subsection (1) and each has a right to appear and be heard thereon.

(3) Every order made under subsection (1) shall provide that the company shall cooperate fully in the institution and prosecution of the action and shall make available to the Director of the Corporations Branch all books, records, documents and other material or information relevant to such action and known to the company or reasonably ascertainable by the company.

(4) An appeal from an order made under subsection (1) lies to the appellate court of the province in which the head office of the company is situated.

R.S., 1970, c. 10(1st Supp.), s. 7.

100.6 (1) An insider of a company shall not knowingly sell, directly or indirectly, any securities of the company, if the insider selling the securities

(a) does not own the securities to be sold, or

(b) if owning them, does not deliver them against the sale within twenty days thereafter, or does not within five days after the sale deposit them in the mails or other usual channels of transportation;

but it is a defence to a prosecution for an offence described in paragraph (b) if the insider proves that notwithstanding the exercise of good faith he was unable to make such delivery or deposit within such time, or that to have done so would have caused undue inconvenience or expense.

(2) An insider of a company shall not knowingly,

(a) buy, directly or indirectly, any put option in respect of the securities of the company, or

(b) buy, directly or indirectly, any call option in respect of the securities of the company.

(3) Subsection (1) does not apply to prevent an insider of a company

(a) from selling any securities of the company on which he holds an option to purchase, if, immediately after selling those securities short, he takes and carries through any necessary steps to exercise his option and deliver the securities so sold; or

(b) from selling any securities of the company in respect of which he holds other securities convertible into the securities sold short, if, immediately after selling those securities short, he takes and carries through any necessary steps to convert the other securities and deliver the securities so sold.

(4) Every insider who contravenes subsection (1) or (2) is guilty of an offence and is liable on summary conviction to a fine not exceeding one thousand dollars or to imprisonment for a term not exceeding six months or to both.

(5) A contravention of subsection (1) or (2) does not affect the title to securities.

(6) In this Act, a “put option” or “put” is an option made out to bearer, or otherwise made or intended to be transferable, to deliver a specified number or amount of securities at a specified price within a specified time; and a “call option” or “call” is an option made out to bearer, or otherwise made or intended to be transferable, to demand delivery of a specified number or amount of securities at a specified price within a specified time but does not include an option to purchase or otherwise acquire securities that are to be issued by the company that issues the option.

R.S., 1970, c. 10(1st Supp.), s. 7.

101. (1) The directors of a public company shall not authorize the issue and allotment as fully paid shares in the capital stock of the company having a nominal or par value, except for a consideration payable in cash to the total nominal amount of the shares so issued, or for such consideration payable in property or services as the directors may determine by express resolution to be in all the circumstances of the transaction the fair equivalent of each to the total nominal amount of the shares proposed to be issued; and the directors may apply to a judge for a declaratory order with relation to the consideration for the last-mentioned shares in like manner and with like effect in all respects as provided in and by subsection 13(15).

(2) Subject as hereinafter provided, every director of a public company who is a party to authorizing the issue and allotment as fully paid of any shares of the capital stock of the company having a nominal or par value is liable, jointly and severally with his co-directors, at the suit of any director, shareholder or creditor of the company, to make good to the company the amount by which the consideration actually received by the company for any shares so issued and allotted as aforesaid is found by the court, after full inquiry into the circumstances of the transaction, to be less than the fair equivalent of the cash that the company ought to have received for such shares if they had been issued and allotted for cash if the resolution referred to in subsection 13(15) has not been passed or if it is proved, as to any such first-mentioned director, that such director

(a) had knowledge that the consideration so received by the company was not the fair equivalent of the cash that the company ought to have received if the shares had been issued and allotted for cash, or

(b) failed to take reasonable steps to ascertain whether such consideration so received by the company was in fact the fair equivalent as aforesaid.

(3) No suit shall be commenced against the directors of a public company or any of them under the authority of subsection (2) by any creditor, director or shareholder of the company without the consent in writing of the Minister; and no such suit shall be commenced by any creditor of the company until an execution at the suit of such creditor against the company has been returned unsatisfied in whole or in part; and no such suit shall be commenced after the expiration of three years from the date of the allotment of such shares.

(4) This section does not apply to any mining company, that is to say, to any company whose principal objects are the exploration, development or operation of mining-properties and which, if it has commenced actual operations, is carrying out such objects as its principal business; and for the purposes of this subsection “mining-properties” includes mines, mining deposits, mining rights, metalliferous lands, mining claims or any interest therein including any option or licence in connection therewith.

R.S., 1952, c. 53, s. 99.

102. (1) An annual meeting of the shareholders of the company shall be held at some date not later than eighteen months after the incorporation of the company and subsequently once at least in every calendar year and not more than fifteen months after the holding of the last preceding annual meeting.

(2) Where default is made in holding any annual meeting as provided under subsection (1), the court in the province in which the head office of the company is situated may, on the application of any shareholder of the company, call or direct the calling of an annual meeting of the shareholders.

R.S., 1952, c. 53, s. 100.

103. (1) The directors of a company shall, on the requisition of shareholders holding at the date of the deposit of the requisition not less than one-tenth of the issued shares of the company of the class or classes that, at the date of the deposit, carry the right of voting at the meeting to be called pursuant to such requisition, forthwith proceed duly to call a special general meeting of the shareholders.

(2) The requisition shall state the general nature of the business to be transacted at the meeting and shall be signed by the requisitionists and deposited at the head office of the company and may consist of several documents in like form, each signed by one or more requisitionists.

(3) Where the directors do not within twenty-one days from the date of the deposit of the requisition proceed duly to call such meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves call such meeting, but any meeting so called shall not be held after the expiration of three months from the said date.

(4) A meeting called under this section by the requisitionists shall be called in the same manner as nearly as possible as that in which meetings are to be called pursuant to the by-laws.

(5) Any reasonable expenses incurred by the requisitionists by reason of the failure of the directors duly to call such meeting shall be repaid to the requisitionists by the company, and any sums so repaid shall be retained by the company out of any sums due or to become due from the company by way of fees or other remuneration in respect of their services to such of the directors as were in default.

(6) The directors may at any time of their own motion call a special general meeting of the shareholders for the transaction of any business of which the general nature is specified in the notice of the meeting.

R.S., 1952, c. 53, s. 101.

104. Subject to section 105, and in the absence of other provisions in that behalf in the letters patent or supplementary letters patent, at all meetings of shareholders every shareholder is entitled to give one vote for each share then held by him, but no shareholder in arrears in respect of any call is entitled to vote at any meeting.

R.S., 1970, c. C-32, s. 104; R.S., 1970, c. 10(1st Supp.), s. 8.

105. (1) The directors of a company may, by resolution, fix a record date for determining the shareholders who will be entitled to vote at meetings of shareholders, which record date shall not be more than thirty days before the date of the meeting of shareholders.

(2) A notice of the record date fixed under subsection (1) shall be given, at least fourteen days before the record date so fixed,

(a) to each shareholder, in the manner required by subsection (3) for the giving of the notice of the time and place for holding a meeting of shareholders, and

(b) by advertisement in a daily newspaper in the location where the company has its head office and each location in Canada where it has a transfer agent, and

(c) to each recognized stock exchange in Canada on which the shares of the company are listed.

(3) Notice of the time and place for holding any meeting of shareholders shall be given by sending the notice to each shareholder entitled to vote at the meeting through the post, in a prepaid wrapper or letter, not less than fourteen days or more than sixty days before the date of the meeting, to his latest address as shown on the books of the company.

(4) Notice of the time and place for holding any meeting of shareholders need not be given

(a) to persons who were not registered on the books of the company on the record date fixed under subsection (1); or

(b) if all the shareholders of the company entitled to vote at the meeting waive notice of the meeting in writing.

(5) Where a company has not fixed a record date under subsection (1), the failure of any shareholder of the company to receive a notice of the time and place for holding a meeting of shareholders of the company does not deprive the shareholder of a vote at the meeting if the shareholder is registered on the books of the company at least forty-eight hours, excluding Saturdays and holidays, before the time set for the meeting.

(6) In the absence of other provisions in that behalf in this Act, the letters patent or supplementary letters patent, all questions proposed for the consideration of the shareholders at any meeting of shareholders shall be determined by the majority of votes, and the chairman presiding at any such meeting shall have the casting vote in case of an equality of votes.

(7) This section applies notwithstanding any provision of the letters patent or supplementary letters patent of the company except in respect of a meeting of a company for which a notice of the time and place thereof has been given to the shareholders before or on the date this section comes into force.

R.S., 1970, c. C-32, s. 105; R.S., 1970, c. 10(1st Supp.), s. 8.

106. Where for any reason it is impracticable to call a meeting of shareholders of the company in any manner in which meetings of shareholders may be called, or to conduct the meeting in manner prescribed by the letters patent, supplementary letters patent, the by-laws or this Part, the court in the province in which the head office of the company is situated, may, either of its own motion, or on the application of any director or any shareholder who would be entitled to vote at the meeting, order a meeting to be called, held and conducted in such manner as the court thinks fit and, where any such order is made, may give such ancillary or consequential directions as it thinks expedient; and any meeting called, held and conducted in accordance with any such order shall for all purposes be deemed to be a meeting of shareholders of the company duly called, held and conducted.

R.S., 1952, c. 53, s. 104.

107. (1) Any company or corporation, whether a company to which this Part applies or not, may

(a) if it is a shareholder of the company, by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the shareholders of the company or at any meeting of any class of shareholders of the company, and

(b) if it is a creditor (including a holder of debentures) of the company, by resolution of its directors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of any creditors of the company, secured or unsecured or any class thereof as the case may be.

(2) A person authorized under this section to act as a representative is entitled to exercise the same powers on behalf of the company or corporation that he represents as that company or corporation could exercise if it were an individual shareholder, or creditor secured or unsecured as the case may be of that other company.

R.S., 1952, c. 53, s. 105.

108. (1) Notwithstanding that a mortgagee of any share in the company, or other person holding such share as collateral security, is entered on the books of the company as the holder of that share, if the mortgagee or other person is described in the books of the company as representing a named mortgagor or person giving the collateral security, the mortgagor or other person giving such collateral security, is entitled to vote in respect of that share, in person or by proxy, at any meeting of shareholders of the company at which the share carries voting rights.

(2) Where a person is entered on the books of a company as the holder of any share in the company, then, notwithstanding that he is a mortgagee of the share or holds the share as collateral security, unless he is described in the books of the company as representing a named mortgagor or person giving the collateral security, the person so entered on the books of the company as the holder of that share is entitled to vote in respect of the share, in person or by proxy, at any meeting of shareholders of the company at which the share carries voting rights.

R.S., 1952, c. 53, s. 106.