314      Unclaimed
deposits
           315      Contracts
with minors, etc.
           316      Certificate
of Minister as evidence
           317      Published
notice as evidence
           318      Copies
of documents as evidence
           319      Certificate
of corporation as evidence
           320      Photocopies
of documents
           321      Notices
to directors, shareholders
           322      Notices
to corporation
           323      Waiver
of notice
           324      Transfer
on death of depositor
           325      Payments
by mistake
           326      Regulations
HER MAJESTY, by and with
the advice and consent of the Legislative Assembly of Alberta, enacts as
follows:
Part 1
Interpretation and Application
Interpretation
1(1) In this Act,
                                (a)   “auditor�
means, with respect to a body corporate, its external auditor, and includes any
individual who is responsible for conducting an external audit of the body
corporate’s financial statements on behalf of its external auditor;
                                (b)   “bank�
means a bank named in Schedule I or II to the Bank Act (Canada);
                                (c)   “body
corporate� means any body corporate with or without share capital and wherever
or however incorporated;
                                (d)   “branch�
means an office of a corporation where it offers services to or for the public;
                                (e)   “capital
base� means the shareholders’ equity of a corporation calculated in the
prescribed manner;
                                 (f)   “common
trust fund� means a fund maintained by a trust corporation in which money
belonging to various estates and trusts in its care are combined for the
purpose of facilitating investment;
                                (g)   “corporation�
means a loan corporation or a trust corporation whether incorporated in or
outside Alberta;
                                (h)   “Court�
means the Court of Queen’s Bench;
                                 (i)   “debt
obligation� means a bond, debenture, note or other evidence of indebtedness or
guarantee of a provincial corporation, whether secured or unsecured;
                                 (j)   “deposit�
means, subject to subsection (2), a sum of money that
                                          (i)   is paid on terms that are not referable to the provision of
property or services or to the giving of security,
                                         (ii)   is repayable to the person making it
                                                (A)   on demand,
                                                 (B)   after notice, or
                                                 (C)   on a fixed date or on the expiry of a
specified term,
                                            and
                                        (iii)   is paid or payable in accordance with prescribed requirements,
                                         but does not include
payments of sums of money that are prescribed;
                                (k)   “deposit‑taking
business� means, subject to subsection (3),
                                          (i)   the lending, in the ordinary course of business, of money
received by way of deposit, or
                                         (ii)   any other activity that is financed wholly or to any material
extent out of the capital of, or the interest on, money received by way of
deposit;
                                 (l)   “eligible
financial institution� means a treasury branch, credit union or member
institution of the Canada Deposit Insurance Corporation or of any other deposit
insurance or guarantee plan prescribed by the Minister;
                               (m)   “entity�
includes a body corporate, trust, partnership, fund or other unincorporated
association or organization, the Crown in right of Canada or in right of a
province or territory, an agency of the Crown, a foreign government and any
agency of a foreign government, but does not include an individual;
                                (n)   “Executive
Director� means the Executive Director of the Alberta Securities Commission as
defined or otherwise provided for under the Securities
Act;
                                (o)   “extra‑provincial
body corporate� means a body corporate
                                          (i)   incorporated otherwise than by or under an Act of the Legislature
or an Ordinance of the North‑West Territories, or
                                         (ii)   incorporated by or under an Ordinance of the North‑West
Territories and not subject to the legislative authority of the Province by
section 16 of the Alberta Act
(Canada);
                                (p)   “extra‑provincial
corporation� means a corporation that was incorporated under the laws of Canada
or of any province or territory other than Alberta;
                                (q)   “fair
market rate� means
                                          (i)   in respect of the acquisition or disposition of property,
including a lease or rental of property, and subject to regulations made with
respect to the valuation of property, the most probable price in terms of money
that the property should bring in a competitive and open market under all
conditions requisite to a fair sale or lease, assuming that the price is not
affected by undue stimuli, with both the seller and the buyer acting prudently
and knowledgeably,
                                         (ii)   subject to subclause (iii), in respect of the acquisition or
provision of services, a consideration that might reasonably be expected to be
obtained or given for the services in question in an arm’s length transaction
in an open market between willing parties to a transaction of that nature and
on terms that, having regard to open market conditions, are competitive and not
unreasonable, and
                                        (iii)   in respect of the provision of services that are provided
generally to customers of the provincial corporation or subsidiary in question,
the rate and terms that are offered in respect of those services to customers
generally in the ordinary course of that corporation’s or subsidiary’s
business;
                                 (r)   “financial
institution� means
                                          (i)   a securities dealer;
                                         (ii)   an insurer;
                                        (iii)   any member institution of the Canada Deposit Insurance
Corporation or of any other deposit insurance or guarantee plan prescribed by
the Minister;
                                (s)   “improved
real estate� means
                                          (i)   land on which there exists a building or on which a building is
being or is about to be constructed and the adjacent land used or to be used in
connection with the building,
                                         (ii)   land on which bona fide farming operations are being conducted,
and
                                        (iii)   vacant land that is restricted by law in its use to commercial,
industrial or residential purposes, whether by zoning or otherwise;
                                 (t)   “instrument
of incorporation� means the special Act, charter, letters patent or other
document incorporating or amalgamating a corporation, and includes all
amendments to it;
                                (u)   “insurer�
means an insurer within the meaning of that term in the Insurance Act;
                                (v)   “loan
corporation� means a body corporate incorporated or operated for the purpose of
carrying on a deposit‑taking business, but does not include a bank, a
treasury branch, a trust corporation or a credit union;
                               (w)   “market
conduct activities� means activities that are carried out in the course of or
for the purpose of the marketing, sale or distribution to the public of, or the
performance of, any of the fiduciary, financial or other services that a
corporation offers to the public;
                                (x)   “market
value� means the most probable price in terms of money that property should
bring in a competitive and open market under all conditions requisite to a fair
sale, assuming that the price is not affected by undue stimuli, with both the
seller and the buyer acting prudently and knowledgeably;
                                (y)   “Minister�
means the Minister determined under section 16 of the Government
Organization Act as the Minister responsible for this Act;
                                (z)   “officer�
means, in relation to a corporation,
                                          (i)   its chief executive officer, president, chair, vice‑president,
vice‑chair, treasurer, secretary, general manager or assistant general
manager or any combination of those positions,
                                         (ii)   an individual who performs functions for the corporation normally
performed by a person mentioned in subclause (i), or
                                        (iii)   any other person designated as an officer by bylaw or by the
board of the corporation;
                              (aa)   “ordinary
resolution� means a resolution passed by a majority of the votes cast by the
shareholders who voted in respect of that resolution or signed by all the
shareholders entitled to vote on that resolution;
                             (bb)   “person�
means an individual, entity or personal representative;
                              (cc)   “personal
representative� means an executor, administrator, guardian, committee, trustee,
assignee, receiver or liquidator;
                             (dd)   “prescribed�
means,
                                          (i)   with respect to a form, in a form authorized or provided by the
Minister and containing the information required by the Minister, or
                                         (ii)   in any other case, prescribed in or pursuant to the regulations;
                              (ee)   “professional
advisor� means
                                          (i)   an auditor,
                                         (ii)   a lawyer, accountant, appraiser, architect or engineer, or
                                        (iii)   any other person whose membership in a profession would tend to
lend credibility to a statement made or opinion given by that person,
                                         and includes an individual
who is a member of or works in a professional capacity for a partnership, body
corporate or other association of persons that is a professional advisor;
                               (ff)   “provincial
corporation� means a corporation incorporated or continued under this Act;
                             (gg)   “real
estate� means any estate or interest in land, including improvements;
                             (hh)   “registered
corporation� means a corporation registered under this Act;
                                (ii)   “registered
form�, when applied to a security, means a security that
                                          (i)   specifies a person entitled to the security or to the rights it
evidences, and the transfer of which is capable of being recorded in a
securities register, or
                                         (ii)   bears a statement that it is in registered form;
                                (jj)   “relative�,
when used with respect to individuals, means related by blood, marriage or
adoption or by virtue of an adult interdependent relationship;
                              (kk)   “reporting
issuer� means a reporting issuer within the meaning of the Securities Act;
                                (ll)   “securities
dealer� means a dealer within the meaning of the Securities Act;
                            (mm)   “security�
means, except in Part 5, a security within the meaning of the Securities Act, and includes a deposit
and any instrument evidencing a deposit;
                             (nn)   “special
resolution� means a resolution passed by a majority of not less than 2/3 of the
votes cast by the shareholders who voted in respect of that resolution or
signed by all the shareholders entitled to vote on that resolution;
                             (oo)   “spouse�
means the husband or wife of a married person but does not include a spouse who
is living separate and apart from the person if the person and spouse have
separated pursuant to a written separation agreement or if their support
obligations and family property have been dealt with by a court order;
                             (pp)   “total
assets� means the assets of a corporation calculated in the prescribed manner
and, in the case of a trust corporation, includes cash and securities earmarked
under section 188(5);
                             (qq)   “trust
corporation� means a body corporate incorporated or operated for the purposes
of
                                          (i)   offering its services to the public as executor, administrator,
trustee, bailee, agent, custodian, receiver, liquidator, sequestrator, assignee
or guardian or trustee of a minor’s estate or of the estate of a mentally
incompetent person, and
                                         (ii)   carrying on the deposit‑taking business, except in the case
of a body corporate whose registration is subject to a term, condition or
restriction prohibiting it from carrying on the deposit‑taking business,
                                        but does not include a bank, a treasury branch, a loan
corporation or a credit union;
                               (rr)   “voting
share� means a share of any class of shares of a body corporate carrying voting
rights under all circumstances and a share of any class of shares carrying voting
rights by reason of the occurrence of any contingency that has occurred and is
continuing.
(2) For
the purposes of subsection (1)(j)(i), money is paid on terms that are referable
to the provision of property or services or to the giving of security if
                                (a)   it
is paid by way of advance or part payment for the sale, lease or other
provision of property or services of any kind and is repayable only in the
event that the property or services are not in fact sold, leased or otherwise
provided,
                                (b)   it
is paid by way of security for payment for the provision of property or
services of any kind provided or to be provided by the person by whom or on
whose behalf the money is accepted, or
                                (c)   it
is paid by way of security for the delivery or return of any property, whether
in a particular state of repair or otherwise.
(3) Notwithstanding
subsection (1)(l), a person is not to be considered to be carrying on the
deposit‑taking business if
                                (a)   the
person does not hold out that the person accepts deposits on a day to day
basis, and
                                (b)   any deposits that are accepted are accepted
only on particular occasions and on a basis that is ancillary to another
business purpose, whether or not in connection with the issue of debentures or
other securities.
RSA 2000 cL‑20 s1;RSA
2000 cI‑3 s861;2002 cA‑4.5 s51
Relationships
2(1) For the purposes of this Act,
                                (a)   an
entity is affiliated with another entity if one of them is controlled by the
other or both of them are controlled by the same person, and
                                (b)   the
affiliates of an entity are deemed to be affiliated with all other entities
with which the entity is affiliated.
(2) For
the purposes of this Act,
                                (a)   a
person controls a body corporate if securities of the body corporate to which
are attached more than 50% of the votes that may be cast to elect directors of
the body corporate are held or beneficially owned by the person and the votes
attached to those securities are sufficient, if exercised, to elect a majority
of the directors of the body corporate;
                                (b)   a
person controls a trust, partnership, fund or other unincorporated entity if
more than 50% of the beneficial interest, however designated, into which the
entity is divided is held or beneficially owned by that person and the person
is able to direct the affairs of the entity;
                                (c)   notwithstanding
clauses (a) and (b), a person controls an entity if the person has, in relation
to the entity, any direct or indirect influence that, if exercised, would
result in control in fact of the entity.
(3) A
holding body corporate is deemed to control any entity that is controlled or
deemed to be controlled by a subsidiary of the holding body corporate.
(4) An
entity that controls another entity is deemed to control any entity that is
controlled or deemed to be controlled by the other entity.
(5) For
the purposes of this Act, a body corporate is the holding body corporate of all
of its subsidiaries.
(6) For
the purposes of this Act, a body corporate is a subsidiary of another body
corporate if
                                (a)   it
is controlled by
                                          (i)   that other,
                                         (ii)   that other and one or more bodies corporate each of which is
controlled by that other, or
                                        (iii)   2 or more bodies corporate each of which is controlled by that
other,
                                    or
                                (b)   it
is a subsidiary of a body corporate that is that other’s subsidiary.
(7) For
the purposes of this Act, a person is a restricted party with respect to a
provincial corporation if that person
                                (a)   is
a director or officer of the corporation,
                                (b)   is
an employee of the corporation of a prescribed class,
                                (c)   holds
or is the beneficial owner of 10% or more of any class of the issued and
outstanding shares of the corporation,
                                (d)   holds
or is a beneficial owner of voting shares of an affiliate of the corporation to
which are attached 10% or more of the voting rights attaching to all of the
issued and outstanding voting shares of the affiliate,
                                (e)   is
the auditor of the corporation or of any of its affiliates, in a case where the
auditor is a sole practitioner,
                                 (f)   is
a partner in the firm that is the auditor of the corporation or of any of its
affiliates, if that person is actually engaged in auditing the corporation or
affiliate,
                                (g)   is
a spouse or adult interdependent partner of a person referred to in clause (a)
or (c),
                                (h)   is
a relative of, or a relative of the spouse or adult interdependent partner of,
a person referred to in clause (a) or (c), who has the same home as that
person,
                                 (i)   where
the holder or beneficial owner referred to in clause (c) is a body corporate,
is a director or officer of that body corporate,
                                 (j)   is
a body corporate in which an individual referred to in clause (a) or (c) is the
holder or beneficial owner of voting shares to which are attached 10% or more
of the voting rights attaching to all of the issued and outstanding voting
shares of the body corporate,
                                (k)   is
a body corporate that is controlled by a person referred to in clause (b), (e),
(f), (g) or (i),
                                 (l)   is
a body corporate in which the corporation holds or beneficially owns voting
shares to which are attached 10% or more of the voting rights attaching to all
of the issued and outstanding voting shares of the body corporate,
                               (m)   is
                                          (i)   a partner of the corporation and has a 10% or greater beneficial
interest in the partnership, or
                                         (ii)   a party to and has a 10% or greater interest in a joint venture
agreement to which the corporation is also a party
                                         and the corporation has a
10% or greater beneficial interest in the partnership or joint venture,
                                (n)   is
an affiliate of the corporation or a director or officer of an affiliate of the
corporation, or
                                (o)   is
designated under section 163 as a restricted party.
(8) Where
in contemplation of a person’s becoming a restricted party of a provincial
corporation the person enters into a transaction with, or is given a guarantee
by, the provincial corporation or its subsidiary, or the corporation or its
subsidiary makes an investment in the securities of the person, the person is
deemed to be a restricted party of the provincial corporation with respect to
that transaction, guarantee or investment.
(9) Notwithstanding
subsection (7)(c) and (n), unless the regulations prescribe otherwise,
                                (a)   a
financial institution referred to in section 1(1)(r)(ii) or (iii) that wholly
owns a provincial corporation is not a restricted party with respect to that
corporation, and
                                (b)   a
wholly owned subsidiary of a provincial corporation is not a restricted party
with respect to that corporation.
(10) Where the Minister is satisfied that a
subsidiary of a provincial corporation functions primarily for the purpose of
providing a service, other than a financial service, to the provincial
corporation or its subsidiaries, the Minister may, on application, exempt the
subsidiary from the status of restricted party of the corporation, subject to
any terms and conditions the Minister considers appropriate.
RSA 2000 cL‑20
s2;2002 cA‑4.5 s51
Beneficial ownership
3(1) For the purposes of this Act, a security or
other interest is beneficially owned by a person when it is held directly or
through a personal representative or other intermediary for the use or benefit
of that person otherwise than as a security interest.
(2) For
the purposes of this Act, a person is deemed to own beneficially securities
that are beneficially owned by a body corporate controlled by that person.
(3) For
the purposes of this Act, where a person beneficially owns shares of a body
corporate, the person is deemed to beneficially own that proportion of shares
of every other body corporate that is beneficially owned by the first‑mentioned
body corporate, that is equal to the proportion of shares of the first‑mentioned
body corporate that is beneficially owned by the person.
(4) Where
subsections (2) and (3) apply to a person, only the subsection under which the
person is deemed to beneficially own more securities applies to the person.
(5) If a person owns securities in a corporation
that itself owns securities in a body corporate, in determining the person’s
beneficial ownership of securities in the body corporate for the purposes of
subsection (2) or (3) no regard shall be taken of the securities of the body
corporate that are owned by the corporation.
1991 cL‑26.5 s3
Conflicting provisions
4(1) Where there is a conflict between
                                (a)   the
instrument of incorporation or the bylaws of a provincial corporation, and
                                (b)   this
Act or the regulations,
this Act or the
regulations, as the case may be, prevail.
(2) To
the extent that there is a conflict between the Business Corporations Act and this Act or the regulations in their
application to a restricted party, this Act or the regulations prevail.
(3) Where
a provision of
                                (a)   the
Securities Act or the Insurance Act,
                                (b)   a
statute of Canada or of any other province or territory equivalent to the Securities Act or the Insurance Act,
                                (c)   any
other prescribed statute, or
                                (d)   the
regulations under any statute referred to in clause (a), (b) or (c)
applies to a
subsidiary of a registered corporation and a similar or corresponding provision
of this Act or the regulations under it would, but for this subsection, also
apply to that subsidiary, that other provision applies, and the provision of
this Act or the regulations does not apply, to the subsidiary.
(4) To
the extent that there is any inconsistency in their application to a given
situation between a provision in Part 9 that prohibits or restricts any
activity and any other provision of this Act or the regulations, the provision
in Part 9 prevails.
(5) To the extent that there is any inconsistency
in their application to a given situation between a provision in Part 9 that
permits an activity and any provision of any other Part of this Act that
prohibits or restricts the activity, that other provision prevails.
1991 cL‑26.5 s4
Manner of issuing
letters patent
5(1) Where this Act authorizes the Lieutenant Governor
in Council to issue letters patent, letters patent of dissolution or letters
patent of continuance, the letters patent are sufficiently issued if they are
issued by the Minister pursuant to an order of the Lieutenant Governor in
Council directing the Minister to do so.
(2) Notwithstanding section 4 of Schedule 9 to
the Government Organization Act,
letters patent, supplementary letters patent, letters patent of continuance and
letters patent of dissolution issued under this Act need not be issued under
the Great Seal of the Province.
1991 cL‑26.5
s5;1994 cG‑8.5 s43
Part 2
Incorporation
Letters Patent and
Incidents of Incorporation
Incorporation
6(1) The Lieutenant Governor in Council may, on the
recommendation of the Minister, incorporate a provincial loan corporation or a
provincial trust corporation by the issue of letters patent on the application
of one or more persons.
(2) No loan corporation or trust corporation may be
incorporated in Alberta otherwise than by letters patent under this Act.
1991 cL‑26.5 s6
Application
7(1) An application for letters patent to
incorporate a provincial corporation shall be in the prescribed form and shall
be filed with the Minister.
(2) On
the filing of an application for letters patent, the Minister
                                (a)   shall
require the applicant to publish notice of the application, containing any
information the Minister requires, in The Alberta Gazette and in a newspaper
having general circulation in the locality where the principal place of
business of the provincial corporation is to be located, and
                                (b)   may require the applicant to provide any
information, material and evidence that the Minister considers necessary in
addition to the information, material and evidence required to be provided in
or with the application.
1991 cL‑26.5 s7
Conditions for issuing
letters patent
8 The Lieutenant Governor in Council shall not
issue letters patent to incorporate a provincial corporation without being
satisfied that
                                (a)   it
is in the public interest to establish an additional provincial loan or trust
corporation, as the case may be,
                                (b)   the
proposed management is fit, both as to character and as to competence, to
manage the corporation,
                                (c)   the
proposed capital structure and the rights, privileges, restrictions and
conditions attaching to each class of shares are acceptable to the Minister,
                                (d)   each
person who, based on the subscriptions for shares of the proposed corporation,
will hold or beneficially own 10% or more of any class of shares of the
proposed corporation can demonstrate the adequacy of the person’s financial
resources and is fit as to character to hold or own the shares subscribed for,
                                (e)   each
proposed director is fit, both as to character and as to competence, to be a
director of the corporation,
                                 (f)   the
depositors of the corporation will be adequately protected,
                                (g)   the
proposed plan of operation of the corporation is feasible, and
                                (h)   the corporation intends to offer to the
public the services set out in the application for incorporation.
1991 cL‑26.5 s8
Contents of letters
patent
9 The letters patent of a provincial corporation
shall set out
                                (a)   the
name of the corporation,
                                (b)   the
classes and any maximum number of shares that the corporation is authorized to
issue and the rights, privileges, restrictions and conditions attaching to each
class of shares,
                                (c)   the
number of directors or, subject to section 109(1)(a), the minimum and maximum
number of directors of the corporation, and
                                (d)   the
full name, residential address, citizenship and occupation of
                                          (i)   each of the first directors of the corporation,
                                         (ii)   each person who, based on the subscriptions for shares of the
corporation, will hold or beneficially own 10% or more of any class of shares
of the corporation, and
                                        (iii)   each of the applicants.
1991 cL‑26.5 s9
Provisions in letters
patent
10 The Lieutenant Governor in Council may set out
in the letters patent incorporating a provincial corporation any provision not
contrary to this Act that the Lieutenant Governor in Council considers
advisable to take into account the particular circumstances of the corporation.
1991 cL‑26.5 s10
Notice of issue of
letters patent
11 The Minister shall cause to be published in The
Alberta Gazette a notice of the issuance of letters patent incorporating a
provincial corporation.
1991 cL‑26.5 s11
First directors
12 The first directors of a provincial corporation
are the directors named in the application for letters patent to incorporate
the corporation.
1991 cL‑26.5 s12
Effective date of
incorporation
13(1) A provincial corporation comes into existence
on the date set out in its letters patent.
(2) Letters
patent are conclusive proof for the purposes of this Act and for all other
purposes
                                (a)   that
the provisions of this Act in respect of incorporation and all requirements
precedent and incidental to incorporation have been complied with, and
                                (b)   that the provincial corporation has been
incorporated under this Act as of the date shown in the letters patent.
1991 cL‑26.5 s13
Capacity of provincial
corporation
14(1) Subject to this Act, the regulations, the
bylaws and any terms, conditions and restrictions imposed on its registration,
a provincial corporation
                                (a)   has
the capacity and the rights, powers and privileges of an individual, and
                                (b)   has
the capacity to carry on its business, conduct its affairs and exercise its
powers in any jurisdiction outside Alberta to the extent that the laws of that
jurisdiction permit.
(2) A
provincial corporation shall not
                                (a)   carry
on business or exercise any power that it is prohibited from carrying on or
exercising by this Act, the regulations, the bylaws or any terms or conditions
imposed on its registration, or
                                (b)   exercise any of its powers in a manner that
is contrary to this Act or the regulations.
1991 cL‑26.5 s14
No constructive notice
15 No person is affected by or is deemed to have
notice or knowledge of the contents of a document concerning a provincial
corporation by reason only that the document has been filed by the Minister or
is available for inspection at an office of the corporation.
1991 cL‑26.5 s15
Authority of directors,
officers and agents
16 A provincial corporation, a guarantor of an
obligation of the corporation or a person claiming through the corporation may
not assert against a person dealing with the corporation or dealing with any
person who has acquired rights from the corporation
                                (a)   that
the instrument of incorporation or the bylaws have not been complied with,
                                (b)   that
the persons named in the most recent notice of directors filed by the Minister
under this Act are not the directors of the corporation,
                                (c)   that
a person held out by the corporation as a director, an officer or an agent of
the corporation
                                          (i)   has not been duly appointed, or
                                         (ii)   has no authority to exercise a power or perform a duty that the
director, officer or agent might reasonably be expected to exercise or perform,
                                    or
                                (d)   that
a document issued by any director, officer or agent of the corporation with
actual or usual authority to issue the document is not valid or not genuine,
unless the person has, or by virtue of the person’s
position with or relationship to the corporation ought to have, knowledge of
those facts at the relevant time.
1991 cL‑26.5 s16
Supplementary letters
patent to amend
17(1) On the application of a provincial corporation,
the Minister may issue supplementary letters patent to amend the letters patent
of the corporation
                                (a)   to
change its name,
                                (b)   in
the case of a provincial loan corporation, to continue it as a provincial trust
corporation,
                                (c)   in
the case of a provincial trust corporation, to continue it as a provincial loan
corporation,
                                (d)   to
change any maximum number of shares that the corporation is authorized to
issue,
                                (e)   to
create new classes of shares,
                                 (f)   to
change the designation of all or any of its shares and add, change or remove
any rights, privileges, restrictions and conditions, including rights to
accrued dividends, in respect of all or any of its shares, whether issued or
unissued,
                                (g)   to
change the shares of any class or series, whether issued or unissued, into a
different number of shares of the same class or series or into the same or a
different number of shares of other classes or series,
                                (h)   to
divide a class of shares, whether issued or unissued, into series and fix the
number of shares in each series and the rights, privileges, restrictions and
conditions attaching to those shares,
                                 (i)   to
authorize the directors to divide any class of unissued shares into series and
fix the number of shares in each series and the rights, privileges,
restrictions and conditions attaching to those shares,
                                 (j)   to
authorize the directors to change the rights, privileges, restrictions and
conditions attached to unissued shares of any series,
                                (k)   to
revoke, diminish or enlarge any authority conferred under clause (i) or (j), or
                                 (l)   to
add, change or remove restrictions on the transfer of shares.
(2) No
application shall be made under subsection (1) unless it has been authorized by
a special resolution of the provincial corporation.
(3) The
holders of shares of a class or, subject to subsection (4), of a series, are
entitled to vote separately as a class or series on a proposal to amend the
letters patent
                                (a)   to
increase or decrease any maximum number of authorized shares of that class, or
increase any maximum number of authorized shares of a class having rights or
privileges equal or superior to the shares of that class,
                                (b)   to
effect an exchange, reclassification or cancellation of all or part of the
shares of that class,
                                (c)   to
add, change or remove the rights, privileges, restrictions or conditions
attached to the shares of that class and, without limiting the generality of
the foregoing, are entitled to vote on a proposal
                                          (i)   to remove or change prejudicially rights to accrued dividends or
rights to cumulative dividends,
                                         (ii)   to add, remove or change prejudicially redemption rights,
                                        (iii)   to reduce or remove a dividend preference or a liquidation
preference, or
                                        (iv)   to add, remove or change prejudicially conversion privileges, options,
voting, transfer or pre‑emptive rights, rights to acquire securities of
the provincial corporation, or sinking fund provisions,
                                (d)   to
increase the rights or privileges of any class of shares having rights or
privileges equal or superior to the shares of that class,
                                (e)   to
create a new class of shares having rights or privileges equal or superior to
the rights or privileges attached to the shares of that class,
                                 (f)   to
make any class of shares having rights or privileges inferior to the shares of
that class equal or superior to the shares of that class, or
                                (g)   to
effect an exchange or create a right of exchange of all or part of the shares
of another class into the shares of that class.
(4) The
holders of a series of shares of a class are entitled to vote separately as a
series under subsection (3) if that series of a class is affected by an
amendment differently than other shares of the same class are affected.
(5) Subsections
(3) and (4) apply whether or not the shares of a class otherwise carry the
right to vote.
(6) A
proposal to amend referred to in subsection (3) is adopted when the holders of
the shares of each class entitled to vote separately on it as a class have
approved the amendment by a special resolution.
(7) The directors of a provincial corporation may,
if authorized by the shareholders in the special resolution authorizing the
amendment, revoke the resolution before it is acted on without further approval
of the shareholders.
1991 cL‑26.5
s17;1994 c39 s2
Supplementary letters patent
to amalgamate
18 On the application of the corporations involved
the Minister may, after having approved an amalgamation agreement under section
219, issue supplementary letters patent to amalgamate the corporations and
continue them as one provincial corporation.
1991 cL‑26.5 s18
Issue of supplementary
letters patent
19(1) An application for supplementary letters patent
shall be in the prescribed form and shall be filed with the Minister together
with any information, material and evidence the form specifies and, in the case
of an application under section 17(1)(b) or (c), evidence that the continued
provincial corporation will meet the capital account and capital base
requirements referred to in section 35(b).
(2) On
the filing of an application for supplementary letters patent, the Minister
                                (a)   may
require the applicant to publish notice of the application, containing any
information the Minister requires, in The Alberta Gazette and in a newspaper
having general circulation in the locality where the principal place of
business of the provincial corporation is located, and
                                (b)   may
require the applicant to provide any information, material and evidence the
Minister considers necessary in addition to the information, material and
evidence required to be provided in or with the application.
(3) The
Minister shall not issue supplementary letters patent
                                (a)   to
continue a provincial loan corporation as a provincial trust corporation or to
continue a provincial trust corporation as a provincial loan corporation unless
the Minister is satisfied that
                                          (i)   it is in the public interest to so continue the corporation,
                                         (ii)   the management of the applicant is fit, both as to character and
as to competence, to manage the continued corporation,
                                        (iii)   the proposed capital structure of the continued corporation and
the rights, privileges, restrictions and conditions attaching to each class of
shares are acceptable to the Minister,
                                        (iv)   each person who, based on the subscriptions for shares in the
continued corporation, will hold or beneficially own 10% or more of any class
of shares of the continued corporation, or who holds or beneficially owns or on
the issue of the supplementary letters patent will hold or beneficially own
such shares, can demonstrate the adequacy of the person’s financial resources
and is fit as to character to hold or own the shares subscribed for,
                                         (v)   each director of the applicant is fit, both as to character and
as to competence, to be a director of the continued corporation,
                                        (vi)   the depositors of the continued corporation will be adequately
protected,
                                       (vii)   the proposed plan of operation of the continued corporation is
feasible, and
                                      (viii)   the continued corporation intends to offer to the public the
services set out in the application for supplementary letters patent;
                                (b)   to
continue a provincial trust corporation as a provincial loan corporation unless
the Minister is satisfied that arrangements have been made to transfer to
another registered trust corporation the business in relation to which the
provincial trust corporation acted in a fiduciary capacity, and those
arrangements are adequate to protect the persons in relation to which the
provincial trust corporation acted in a fiduciary capacity.
(4) Subsection
(3)(b) does not apply so as to require a provincial trust corporation that has
applied to be continued as a provincial loan corporation to transfer money
received by it as deposits.
(5) Where
supplementary letters patent have been issued to continue a provincial loan
corporation as a provincial trust corporation,
                                (a)   deposits
received by the provincial loan corporation under section 188(1)(a) are deemed
to be deposits received under section 188(2)(a), and
                                (b)   deposits
received by the provincial loan corporation under section 188(1)(b) are deemed
to be deposits received under section 188(2)(b).
(6) Where
supplementary letters patent have been issued to continue a provincial trust
corporation as a provincial loan corporation,
                                (a)   deposits
received by the provincial trust corporation under section 188(2)(a) are deemed
to be deposits received under section 188(1)(a), and
                                (b)   deposits received by the provincial trust
corporation under section 188(2)(b) are deemed to be deposits received under
section 188(1)(b).
1991 cL‑26.5 s19
Names
20(1) Subject to the regulations, neither letters
patent nor supplementary letters patent shall be issued to a provincial
corporation if the corporation has a name
                                (a)   that
is prohibited by the regulations or contains a word or expression that is prohibited
by the regulations,
                                (b)   that
is identical to the name of
                                          (i)   a body corporate, whether in existence or not, incorporated under
the laws of Alberta,
                                         (ii)   an extra‑provincial body corporate registered in Alberta,
or
                                        (iii)   a body corporate incorporated by or under an Act of the
Parliament of Canada,
                                (c)   that
is similar to the name of
                                          (i)   a body corporate incorporated under the laws of Alberta,
                                         (ii)   an extra‑provincial body corporate registered in Alberta,
or
                                        (iii)   a body corporate incorporated by or under an Act of the
Parliament of Canada,
                                         if the use of that name is
confusing or misleading,
                                (d)   that
does not meet the requirements prescribed by the regulations,
                                (e)   that,
in the case of a trust corporation, does not include “trust� or “fiducie�
together with “corporation�, “company�, “compagnie�, “limited�, “limitée� or
“société�, or
                                 (f)   that,
in the case of a loan corporation, does not include “loan� or “prêts� together
with “corporation�, “company�, “compagnie�, “limited�, “limitée�, or “société�.
(2) Subject
to this Act and the regulations, a provincial corporation may have a name in an
English form, a French form, an English form and a French form or a combined
English and French form, and it may be legally designated by any such name.
(3) Where, through inadvertence or otherwise, a
provincial corporation obtains a name contrary to this section, the Minister
may issue supplementary letters patent changing the name of the corporation to
a name specified in the supplementary letters patent.
1991 cL‑26.5 s20
Organization and
Commencement
First directors’ meeting
21(1) After the issue of letters patent incorporating
a provincial corporation under this Part, a meeting of the directors of the
corporation shall be held, and at that meeting the directors may, subject to
this Part,
                                (a)   make
bylaws,
                                (b)   adopt
forms of security certificates and corporate records,
                                (c)   authorize
the issue of securities of the corporation,
                                (d)   appoint
officers,
                                (e)   appoint
an auditor to hold office until the first meeting of shareholders,
                                 (f)   make
banking arrangements, and
                                (g)   deal
with any other matters necessary to organize the corporation.
(2) An applicant for letters patent to incorporate
the provincial corporation or a director named in the application for letters
patent may call the meeting of the directors referred to in subsection (1) by
giving not less than 5 days’ notice to each director, stating the time and
place of the meeting.
1991 cL‑26.5 s21
Meeting of shareholders
22(1) When the capital base and the capital accounts
of a provincial corporation incorporated under this Part reach the applicable
amounts referred to in section 35(b), the directors shall forthwith call a
meeting of the shareholders of the corporation.
(2) The
directors shall give notice of the meeting referred to in subsection (1) in
accordance with section 85.
(3) The
shareholders shall by ordinary resolution at the meeting referred to in
subsection (1)
                                (a)   approve,
amend or reject any bylaws made by the directors,
                                (b)   elect
directors to hold office for a term expiring not later than the close of the
first annual meeting of shareholders following the election, and
                                (c)   appoint an auditor to hold office until the
close of the first annual meeting of shareholders.
1991 cL‑26.5 s22
Term of first directors
23 A director named in the application for letters
patent to incorporate a provincial corporation holds office until the election
of directors at the meeting of shareholders referred to in section 22.
1991 cL‑26.5 s23
Carrying on business
24 Except as permitted in sections 25 and 26, a
provincial corporation incorporated under this Part shall not carry on any
business until it is registered under Part 3.
1991 cL‑26.5 s24
No payments before
registration
25 Until a provincial corporation incorporated
under this Part is registered under Part 3, no payments on account of
incorporation or organization expenses shall be made out of money received from
the issue of securities of the corporation, or from the interest on that money,
except reasonable sums
                                (a)   for
the payment of the remuneration of not more than 2 officers,
                                (b)   for
the payment of costs related to the issue of securities of the corporation,
                                (c)   for
the payment of clerical assistance, legal services, accounting services, office
accommodation at one location, office expenses, advertising, stationery,
postage and travel expenses, if any, and
                                (d)   for other prescribed purposes.
1991 cL‑26.5 s25
Deposit or investment
before registration
26 A provincial corporation incorporated under this
Part may, before it becomes registered under Part 3,
                                (a)   deposit
paid‑up capital of the corporation in an eligible financial institution,
and
                                (b)   invest paid‑up capital of the
corporation in securities issued or guaranteed by the Government of Canada or
any province.
1991 cL‑26.5 s26
Part 3
Registration
Definition
27 In this Part, “application for registration�
means any of the applications referred to in section 29.
1991 cL‑26.5 s27
Registers
28(1) The register known as the “Trust Companies
Register� is hereby continued as the “Trust Corporations Register� for the
purposes of this Act.
(2) There
is hereby established a register called the “Loan Corporations Register�.
(3) The
Minister shall maintain the registers and shall cause to be recorded in the
appropriate register
                                (a)   the
name of each trust corporation or loan corporation that has been granted
registration,
                                (b)   all
terms, conditions and restrictions imposed on the registration of a trust
corporation or a loan corporation,
                                (c)   the
suspension or revocation of the registration of a trust corporation or a loan
corporation, and
                                (d)   any
other information that is prescribed.
(4) On payment of the prescribed fee any person
may, during usual business hours, examine the registers and take extracts from
or obtain copies of them.
1991 cL‑26.5 s28
Applications re
registration
29(1) A corporation that is duly constituted or
incorporated under the laws of Alberta or of Canada or of another province or
territory may apply for initial registration as a trust corporation or a loan
corporation.
(2) A
registered loan corporation may apply to change its registration to that of a
trust corporation and a registered trust corporation may apply to change its
registration to that of a loan corporation.
(3) A registered corporation may apply to amend the
terms, conditions and restrictions of its registration.
1991 cL‑26.5 s29
Particulars of
application
30(1) An application for registration shall be in the
prescribed form and shall be filed with the Minister together with any other
information, material and evidence the form specifies.
(2) On
receipt of an application for registration, the Minister may require the
applicant to provide any information, material and evidence the Minister
considers necessary in addition to the information, material and evidence
required to be provided in or with the application.
(3) Where
a trust corporation wishes to have a term, condition or restriction imposed on
its registration prohibiting it from carrying on the deposit‑taking
business, it shall so request in the application for registration.
(4) An
application for registration as a trust corporation shall set out the classes
of service in relation to which the corporation proposes to act in a fiduciary
capacity.
(5) An application by a provincial corporation
incorporated under Part 2 shall set out the sums of money paid or to be paid by
the corporation in connection with its incorporation and organization.
1991 cL‑26.5
s30;1996 c19 s2(3)
Consents and
undertakings
31(1) Where an extra‑provincial loan or trust
corporation applies for registration, the application must be accompanied with
                                (a)   a
consent in writing authorizing the Minister to conduct examinations under
section 274 at the head office of the corporation or any of its subsidiaries,
wherever located, and at branches of the corporation, wherever located, and
                                (b)   a
written undertaking signed by the proper officers of the corporation that the
corporation and its subsidiaries will provide to the Minister any information
that the Minister is entitled to under this Act and that the corporation will
comply with the applicable provisions of this Act and with any terms,
conditions and restrictions imposed on its registration.
(2) An
undertaking under subsection (1) shall be accompanied with a certified copy of
the resolution of the board of directors authorizing the extra‑provincial
loan or trust corporation’s officers to apply for registration under this Act
and authorizing the execution of the undertaking.
(3) Where
a provincial corporation applies for registration, the application shall be
accompanied with
                                (a)   a
consent in writing authorizing the Minister to conduct examinations under
sections 273 and 274 at the head office of any of its subsidiaries, wherever located,
and
                                (b)   a written undertaking that the subsidiaries
of the corporation will provide to the Minister any information that the
Minister requires in the administration of this Act.
1991 cL‑26.5
s31;1996 c19 s2(4)
Power of attorney
32(1) Where an extra‑provincial loan or trust
corporation applies for registration, the application shall be accompanied with
                                (a)   a
power of attorney from the corporation, in the prescribed form, naming an agent
or agents resident in Alberta for the purposes of section 322(2), and
                                (b)   the
consent of the agent to act in the prescribed form.
(2) A
power of attorney under this section shall be signed by the proper officers of
the corporation in the presence of a witness.
(3) When
an extra‑provincial loan or trust corporation changes any of its agents
in Alberta, it shall forthwith file with the Minister a new power of attorney
complying with subsection (2).
(4) An
extra‑provincial loan or trust corporation shall send to the Minister a
notice in the prescribed form of any change in the address of its agents within
15 days after the change occurs.
(5) A copy of a power of attorney under this
section certified by the Minister is sufficient evidence for all purposes of
the power and authority of the person or persons named in it to act on behalf
of the extra‑provincial loan or trust corporation.
1991 cL‑26.5
s32;1994 c39 s3
Publication
33 Where the Minister receives an application for
registration, the Minister may require the applicant to publish notice of the
application, containing any information the Minister requires, in The Alberta
Gazette and in a newspaper having general circulation in any locality the
Minister directs.
1991 cL‑26.5 s33
Names
34(1) Subject to the regulations, no corporation may
be registered with a name that does not meet the requirements of section 20(1).
(2) The
Minister may exempt a corporation from the operation of subsection (1) if the
Minister is satisfied that the name of the corporation will not mislead the
general public into believing that the corporation is of a kind other than that
for which the application for registration was made.
(3) Subject
to this Act and the regulations, a corporation may be registered that has a
name in an English form, a French form, an English form and a French form or a
combined English and French form, and it may be legally designated in Alberta
by any such name.
(4) Where
a corporation has a name that contravenes subsection (1), the Minister may
register the corporation if it undertakes either to change its name to a name
that does not contravene subsection (1) or to carry on business in Alberta
under a name that does not contravene subsection (1).
(5) Where, through inadvertence or otherwise, a
corporation becomes registered with a name that contravenes subsection (1), the
Minister may order as a condition of registration that the corporation carry on
business under a name specified in the order.
1991 cL‑26.5
s34;1992 c21 s24
Rejection of application
35 Subject to section 36, the Minister shall reject
an application for registration
                                (a)   unless
the Minister is satisfied that, in the case of an applicant that is a
provincial corporation incorporated under Part 2,
                                          (i)   the meeting of shareholders referred to in section 22 has been
held, and
                                         (ii)   the expenses of incorporation or organization that have been paid
or are to be paid by the corporation are reasonable,
                                (b)   unless
                                          (i)   the amount of the corporation’s stated capital account for issued
common shares or the amount of any other prescribed capital account of the
corporation, or a combination of those amounts,
                                                (A)   in the case of a trust corporation whose
registration is going to be subject to a term, condition or restriction
prohibiting it from carrying on the deposit‑taking business and that is
not wholly owned by a financial institution, is at least equal to the greater
of
                                                           (I)   $2 000 000, and
                                                          (II)   any greater amount required by the Minister,
taking into account the nature of the business that the corporation proposes to
engage in, the expected volume of its business and any restrictions on its
business,
                                                 (B)   in the case of a trust corporation whose
registration is going to be subject to a term, condition or restriction
prohibiting it from carrying on the deposit‑taking business and that is
wholly owned by a financial institution, is at least equal to an amount
required by the Minister, taking into account the nature of the business that
the corporation proposes to engage in, the expected volume of its business and
any restrictions on its business, or
                                                 (C)   in the case of a provincial loan corporation
or provincial trust corporation other than one to which paragraph (A) or (B)
applies, is at least equal to the greater of
                                                           (I)   $3 000 000 in the case of a
provincial loan corporation and $5 000 000 in the case of a
provincial trust corporation, and
                                                          (II)   any greater amount required by the Minister,
taking into account the nature of the business that the corporation proposes to
engage in, the expected volume of its business and any restrictions on its
business,
                                            and
                                         (ii)   in the case of a provincial corporation, the corporation has a
capital base that is adequate, taking into account the nature of the business
that it proposes to engage in, the expected volume of its business and any
restrictions on its business, and that is in an amount that is at least equal
to the corresponding capital account amount for that corporation required under
subclause (i),
                                (c)   unless
the corporation satisfies the Minister that it has the capacity and power to
engage in the activities of a trust corporation or a loan corporation, as the
case may be,
                                (d)   in
the case of an extra‑provincial corporation, unless the corporation
satisfies the Minister that the corporation is authorized to engage in the
activities of a trust corporation or loan corporation, as the case may be, in
the jurisdiction in which the corporation was incorporated,
                                (e)   unless
the corporation satisfies the Minister that it is a member of the Canada
Deposit Insurance Corporation or has its deposits insured by another public
agency prescribed by the Minister,
                                 (f)   if
the applicant is not a corporation referred to in section 29(1),
                                (g)   in
the case of a provincial corporation, unless it is shown to the satisfaction of
the Minister that
                                          (i)   it is in the public interest to register an additional trust
corporation or loan corporation,
                                         (ii)   the management is fit, both as to character and as to competence,
to manage the corporation,
                                        (iii)   the capital structure and the rights, privileges, restrictions
and conditions attaching to each class of shares are acceptable to the
Minister,
                                        (iv)   each person who, immediately after the registration, will hold or
beneficially own 10% or more of any class of the issued and outstanding shares
of the corporation can demonstrate the adequacy of the person’s financial
resources and is fit as to character to hold or own those shares,
                                         (v)   each director is fit, both as to character and as to competence,
to be a director of the corporation,
                                        (vi)   the depositors of the corporation will be adequately protected,
                                       (vii)   the proposed plan of operation of the corporation is feasible,
and
                                      (viii)   the corporation intends to offer to the public the services set
out in the application for registration and the applicant has the capability to
provide those services,
                                    or
                                (h)   if the Minister is not satisfied as to the
adequacy of any information received with or in support of the application for
registration.
1991 cL‑26.5
s35;1996 c19 s2(5)
Registration subject to
conditions
36(1) Subject to subsections (2) and (3), where the
Minister is not satisfied as to any or all of the matters referred to in
section 35(b), (c), (d), (e), (f), (g) or (h) or where for any other reason the
Minister considers it appropriate to do so, the Minister may, instead of
rejecting the application, approve the registration of the applicant
                                (a)   as
a corporation of a kind other than that for which the application for
registration was made and subject to any terms, conditions and restrictions
that the Minister considers appropriate, or
                                (b)   as
the kind of corporation for which the application for registration was made but
subject to any terms, conditions and restrictions that the Minister considers
appropriate.
(2) Subsection
(1) applies in respect of an extra‑provincial corporation incorporated
under the laws of Canada only where the matter giving rise to the Minister’s
action relates to market conduct activities of the corporation.
(3) Subsection
(1) applies in respect of an extra‑provincial corporation incorporated
under the laws of another province or territory, but where the matter giving
rise to the Minister’s action does not relate to market conduct activities of
the corporation, subsection (1) applies only if the Minister receives a request
in writing from the government of the province or territory in which the
corporation was incorporated requesting that the action be taken and setting
out the basis on which the action is requested.
(4) Where
a trust corporation’s application for registration contains a request referred
to in section 30(3), the Minister may impose such a term, condition or
restriction on the registration of the corporation accordingly.
(5) The
Minister may at the request or with the consent of a registered corporation
                                (a)   impose
terms, conditions and restrictions on the registration of the corporation in
addition to those imposed under subsection (1), or
                                (b)   revoke the corporation’s registration,
subject to any terms, conditions and restrictions that the Minister considers
appropriate.
1991 cL‑26.5
s36;1996 c19 s2(6)
Certificate of
registration
37(1) Where the Minister registers a corporation, the
Minister shall issue a certificate of registration in the prescribed form and
the certificate of registration is conclusive proof for the purposes of this
Act and for all other purposes that the provisions of this Act in respect of
registration of the corporation and all requirements precedent and incidental
to registration have been complied with, and that the corporation has been
registered under this Part as of the date shown in the certificate of
registration.
(2) The Minister shall publish in The Alberta
Gazette notice of the registration of a corporation.
1991 cL‑26.5 s37
Time limit for
registration
38 Where a provincial corporation that is
incorporated under Part 2 does not become registered within one year after the
date of its letters patent, or within any further period that the Minister may
on application allow,
                                (a)   the
directors shall ensure that the corporation forthwith takes all reasonable
steps under Part 13 toward its dissolution, and
                                (b)   the corporation shall not carry on any
business or activity except for the sole purpose of dissolving the corporation.
1991 cL‑26.5 s38
Part 4
Principal Place of Business,
Records and Returns
Principal place of
business and records office
39(1) A provincial corporation shall at all times
have a principal place of business in Alberta.
(2) A
notice of
                                (a)   the
principal place of business, and
                                (b)   a
separate records office, if any,
must be sent to the
Minister with the application for registration under section 29.
(3) The
directors of a provincial corporation may at any time
                                (a)   change
the address of the principal place of business, or
                                (b)   designate
or revoke a designation of a records office
in Alberta.
(4) Unless
the directors designate a separate records office, the principal place of
business of a provincial corporation is its records office.
(5) A
provincial corporation shall send to the Minister a notice of any change under
subsection (3) in the prescribed form within 15 days after that change.
(6) A
provincial corporation shall ensure that its principal place of business and
its records office are
                                (a)   accessible
to the public during normal business hours, and
                                (b)   readily identifiable from the address or other
description given in a notice under subsection (2) or (5).
1991 cL‑26.5 s39
Record keeping
40(1) A provincial corporation shall keep at its
records office
                                (a)   a
copy of its instrument of incorporation and its bylaws,
                                (b)   minutes
of meetings and resolutions of shareholders,
                                (c)   a
register of directors setting out, with respect to each person who is or has
been a director,
                                          (i)   the person’s name,
                                         (ii)   the dates on which the person became and ceased to be a director,
and
                                        (iii)   the person’s full residential address and any mailing address
while a director,
                                (d)   a
securities register complying with Part 6 of the Business Corporations Act as incorporated by section 53 of this
Act,
                                (e)   a
copy of the procedures referred to in section 197, and
                                 (f)   copies
of the financial statements, documents and information referred to in section
156(1).
(2) Notwithstanding
subsection (1), a central securities register may be maintained at an office in
Alberta of a provincial corporation’s agent referred to in section 49(3)(a)
of the Business Corporations Act, as
incorporated by section 53 of this Act, and a branch securities register may be
kept at any place in or out of Alberta designated by the directors.
(3) If a central securities register is maintained
under subsection (2) at a place other than the records office, the provincial
corporation shall maintain at its records office a record containing the names
and addresses of all agents and offices at which securities registers are
maintained and descriptions of all those registers.
RSA 2000 cL‑20
s40;2003 cP‑6.5 s70
Additional records
41(1) In addition to the records described in section
40, a provincial corporation shall maintain in Alberta or at another place in
Canada consented to by the Minister
                                (a)   adequate
accounting records that will enable the Minister to determine the financial
position of the corporation and whether it is in compliance with this Act and
the regulations,
                                (b)   records
containing minutes of meetings and resolutions of the directors and every committee
of directors,
                                (c)   a
record of all investments held by the corporation,
                                (d)   copies
of all returns to the Minister required by this Act or the regulations, and
                                (e)   in
the case of a trust corporation, full and adequate records relating to the
fiduciary activities of the corporation.
(2) A
provincial corporation may keep at any place where it carries on business the
parts of the accounting records that relate to the operations, business and
assets and liabilities of the corporation carried on, supervised or accounted
for at that place, but the corporation shall ensure that there is kept at the
records office of the corporation or at another place authorized under this
Part records that are adequate to enable the directors to ascertain the
financial position of the corporation.
(3) A registered extra‑provincial trust
corporation shall maintain in Alberta or at another place in Canada consented
to by the Minister full and adequate records relating to the fiduciary
activities of the corporation.
1991 cL‑26.5
s41;1996 c19 s2(8)
Access to corporate
records
42(1) The directors and shareholders of a provincial
corporation and their agents and legal representatives may examine the records
referred to in section 40(1) during the usual business hours of the corporation
free of charge.
(2) A
shareholder of a provincial corporation is entitled on request and without
charge to one copy of the instrument of incorporation and the bylaws and
amendments to them.
(3) Creditors
of a provincial corporation and their agents and legal representatives may
examine the records referred to in section 40(1)(a), (c) and (d) during the
usual business hours of the corporation on payment of a reasonable fee and may
make copies of those records.
(4) Any
person may examine the records referred to in section 40(1)(c) and (d) during
the usual business hours of the provincial corporation on payment of a
reasonable fee and may make copies of those records.
(5) Notwithstanding
anything in this section, a provincial corporation shall not disclose any
residential address kept by the provincial corporation under section 40.
RSA 2000 cL‑20
s42;2003 cP‑6.5 s70
Right to list of
shareholders
43(1) In the case of a provincial corporation that is
a reporting issuer, on payment of a reasonable fee and on sending to the
corporation or its agent the statutory declaration referred to in subsection
(5), any person may on application require the corporation or its agent to
furnish within 10 days from the receipt of the statutory declaration a list, referred
to in this section as the “basic list�, made up to a date not more than 10 days
before the date of receipt of the statutory declaration, setting out
                                (a)   the
names of the shareholders of the corporation,
                                (b)   the
number of shares owned by each shareholder, and
                                (c)   the
address of each shareholder,
as shown on the
records of the corporation.
(2) A
person requiring a provincial corporation to supply a basic list may, by
stating in the statutory declaration that the person requires supplemental
lists, require the corporation or its agent on payment of a reasonable fee to
furnish supplemental lists setting out any changes from the basic list in the
information provided in it for each business day following the date the basic
list is made up to.
(3) The
provincial corporation or its agent shall furnish a supplemental list required
under subsection (2)
                                (a)   on
the date the basic list is furnished, if the information relates to changes
that took place before that date, and
                                (b)   on
the business day following the day to which the supplemental list relates, if
the information relates to changes that took place on or after the date the
basic list was furnished.
(4) A
person requiring a provincial corporation to supply a basic list or a
supplemental list may also require the corporation to include in that list the
name and address of any known holder of an option or right to acquire shares in
the corporation.
(5) A
statutory declaration shall state
                                (a)   the
name and address of the applicant,
                                (b)   the
name and address for service of the body corporate if the applicant is a body
corporate, and
                                (c)   that
the basic list and any supplemental lists obtained pursuant to subsection (2)
will not be used except as permitted under section 44.
(6) If the applicant is a body corporate, the
statutory declaration shall be made by a director or officer of the body
corporate.
1991 cL‑26.5 s43
Use of list
44 No person shall use a list of shareholders
obtained under this section except in connection with
                                (a)   an
effort to influence the voting of shareholders of the provincial corporation,
                                (b)   an
offer to acquire shares of the provincial corporation, or
                                (c)   any other matter relating to the affairs of
the provincial corporation.
1991 cL‑26.5 s44
Trafficking in list
45 No person shall sell or purchase, offer for sale
or purchase or otherwise traffic in a list of holders of securities of a
provincial corporation.
1991 cL‑26.5 s45
Annual return
46(1) A registered corporation shall prepare annually
and send to the Minister not later than 3 months after the end of each fiscal
year an annual return in the prescribed form relating to the fiscal year.
(2) In
the case of a provincial corporation, the annual return shall be accompanied
with
                                (a)   the
financial statements and report of the auditor for the fiscal year to which the
return relates, prepared in accordance with sections 156(2) and 157,
                                (b)   a
copy of the resolution of the directors approving the annual return, and
                                (c)   any
other documents and information prescribed by the Minister.
(3) In
the case of an extra‑provincial corporation, the annual return shall be
accompanied with the financial statements and auditor’s report on them for the
fiscal year to which the return relates that the corporation must provide or
has provided to a Minister of the Crown or a government official or agency in
accordance with the requirements of applicable trust or loan corporation
legislation governing the corporation in its home jurisdiction.
(4) Where,
                                (a)   in
the case of a provincial corporation, the financial statements referred to in
subsection (2) would be required by section 157 to be on a consolidated basis,
or
                                (b)   in
the case of an extra‑provincial corporation, the financial statements
referred to in subsection (3) are on a consolidated basis or would be required
by section 157 to be on a consolidated basis if the extra‑provincial
corporation were a provincial corporation,
the financial
statements shall be accompanied with
                                (c)   separate
audited financial statements in respect of the provincial corporation or extra‑provincial
corporation, as the case may be, where it is a holding body corporate, and
                                (d)   separate
audited financial statements in respect of the provincial corporation or extra‑provincial
corporation, as the case may be, where the provincial corporation or extra‑provincial
corporation is a subsidiary.
(5) Where
the provincial corporation or extra‑provincial corporation is a
subsidiary, the Minister may by notice in writing require the holding body
corporate of the provincial corporation or extra‑provincial corporation
to forward to the Minister the holding body corporate’s financial statements
and auditor’s report, and may in the notice direct the basis on which those
financial statements are to be prepared and the period of time to which they
are to relate.
(6) Where the provincial corporation or extra‑provincial
corporation is a holding body corporate, the Minister may by notice in writing
require the provincial corporation or extra‑provincial corporation to
forward to the Minister separate audited financial statements in respect of any
of its subsidiaries, and may in the notice direct the basis on which those
financial statements are to be prepared and the period of time to which they
are to relate.
1991 cL‑26.5 s46
Other information to be
given to Minister
47(1) A registered provincial corporation shall send
to the Minister a copy of every statement of a financial nature relating to the
corporation that is furnished to its shareholders within 5 days after the
furnishing of the statement to the shareholders.
(2) A
registered corporation shall send to the Minister
                                (a)   a
copy of any application and supporting documents made under a law of Canada or
of a province or territory other than Alberta for a change to its instrument of
incorporation or its registration status, together with a copy of the approval
or refusal of the application, within 7 days after the making of the
application or the receipt of the approval or refusal, and
                                (b)   a
copy of any change made to its instrument of incorporation or to its ability to
carry on business in any other jurisdiction in Canada, within 7 days after the
effective date of the change.
(3) A
registered extra‑provincial corporation shall send to the Minister notice
                                (a)   of
the making of an order by a court or person in another jurisdiction that is in
the nature of an order or direction under section 274, 279, 283, 284 or 285 of
this Act, and
                                (b)   of
the corporation’s being subject to an arrangement in another jurisdiction that
is in the nature of a program of voluntary compliance under section 280 of this
Act.
(4) A
registered provincial corporation shall send to the Minister notice of any
change in the membership of its board of directors within 30 days after the
effective date of the change.
(5) A registered corporation shall provide to the
Minister at the times prescribed by the Minister any financial or other
information that is prescribed by the Minister.
1991 cL‑26.5
s47;1996 c19 s2(9)
Form of records
48 All registers and other records required by this
Act to be prepared and maintained by a registered corporation may be in bound
or loose‑leaf form or in photographic film form, or may be entered or
recorded by any system of mechanical or electronic data processing or any other
information storage device that is capable of reproducing any required
information in legible written form within a reasonable time.
1991 cL‑26.5 s48
Legible copies
49(1) If a person is entitled to examine any register
or record that is maintained by a registered corporation in a form other than
written form and makes a request of the corporation to do so, the corporation
shall
                                (a)   make
available to that person within a reasonable time a reproduction of the text of
the register or record in legible written form, or
                                (b)   provide
facilities to enable that person to examine the text of the register or record
in legible written form otherwise than by providing a reproduction of that
text,
and shall allow that
person to make copies of that register or record.
(2) A registered corporation may charge a
reasonable fee for providing a reproduction of the text of a register or record
under subsection (1).
1991 cL‑26.5 s49
Protection of records
50 A registered corporation and its agents shall
take reasonable precautions to
                                (a)   prevent
loss or destruction of,
                                (b)   prevent
falsification of entries in, and
                                (c)   facilitate
detection and correction of inaccuracies in,
the registers and other records required by this Act to be
prepared and maintained.
1991 cL‑26.5 s50
Part 5
Shares and Shareholders
Definition
51 In this Part, “security� means, subject to Part
6 of the Business Corporations Act as
incorporated by section 53 of this Act, a share of any class or series of
shares or a debt obligation of a body corporate, and includes a certificate
evidencing such a share or debt obligation and includes a warrant, but does not
include a deposit or any instrument evidencing a deposit in a corporation.
1991 cL‑26.5 s51
Interpretation
52 For the purposes of sections 63, 64, 65, 67 and
72, deposits in a provincial trust corporation are deemed to be a liability of
the corporation notwithstanding that the deposits are held by it as trustee.
1991 cL‑26.5 s52
Application of Business
Corporations Act
53 Part 6 of the Business Corporations Act applies with respect to a provincial
corporation as if it were a corporation within the meaning of that Act, and a
reference in that Part to a section in that Act, other than to a section in
that Part, is deemed to be a reference to the corresponding section in this Act
that deals with the same subject‑matter.
1991 cL‑26.5 s53
Non-par value shares
54(1) Shares of a provincial corporation shall be in
registered form and shall be without nominal or par value.
(2) Shares with a nominal or par value of a provincial
corporation incorporated before January 16, 1992 are, for the purposes of
subsection (1), deemed to be shares without nominal or par value.
1991 cL‑26.5 s54
Classes of shares
55(1) A provincial corporation shall have a class of
shares designated as “common shares�.
(2) The
rights of the holders of common shares are equal in all respects and include
                                (a)   the
right to vote at all meetings of shareholders,
                                (b)   the
right to receive dividends of the provincial corporation if declared on those
shares, and
                                (c)   the
right to receive the remaining property of the provincial corporation on
dissolution.
(3) The
instrument of incorporation may provide for classes of shares in addition to
common shares, and in that case
                                (a)   the
rights, privileges, restrictions and conditions attaching to the shares of each
class shall be set out in the instrument of incorporation, and
                                (b)   those
shares shall not be designated as common shares or by any similar term.
(4) Subject to section 58, if a provincial
corporation has more than one class of shares the rights of the holders of the
shares of a class are equal in all respects.
1991 cL‑26.5 s55
Issue of shares
56(1) Subject to this Act and the instrument of
incorporation, shares of a provincial corporation may be issued at the times,
to the persons and for the consideration determined by the directors.
(2) Shares
issued by a provincial corporation are non‑assessable and the
shareholders are not liable to the corporation or to its creditors in respect
of them.
(3) A
provincial corporation shall not issue a share until the consideration for the
share is fully paid in money and received by the corporation.
(4) The
requirement in subsection (3) that the consideration be in money does not apply
                                (a)   in
a case where the share is issued as part of an amalgamation, or
                                (b)   in any other circumstances with respect to
which the Minister has given the Minister’s prior approval.
1991 cL‑26.5 s56
Stated capital account
57(1) A provincial corporation shall maintain a
separate stated capital account for each class and series of shares it issues.
(2) Unless
the Minister approves otherwise, a provincial corporation shall add to the
appropriate stated capital account in respect of any shares it issues the full
amount of the consideration it receives for the shares.
(3) On
the issue of a share, a provincial corporation shall not add to a stated
capital account in respect of the share an amount greater than the amount
referred to in subsection (2).
(4) If
a provincial corporation proposes to add any amount to a stated capital account
it maintains in respect of a class or series of shares and
                                (a)   the
amount to be added was not received by the corporation as consideration for the
issue of shares, and
                                (b)   the
corporation has issued outstanding shares of more than one class or series,
the addition to the
stated capital account must be approved by special resolution unless all the
issued and outstanding shares are shares of not more than 2 classes of
convertible shares referred to in section 68(5).
(5) Where,
in the case of a proposed addition of an amount to a stated capital account in
a situation where a special resolution is required under subsection (4), a
class or series of shares of a provincial corporation would be affected
differently from how any other class or series of shares of the corporation
would be affected by that action, the holders of shares of the differently
affected class or series are entitled to vote separately as a class or series,
as the case may be, on the proposal to take the action, whether or not those
shares otherwise carry the right to vote.
(6) Subject
to subsections (4) and (5), a provincial corporation may add to a stated
capital account any amount it has credited to a retained earnings or other
surplus account.
(7) On January 16, 1992, the stated capital of each
class and series of shares of a provincial trust corporation is deemed to equal
the paid‑up capital of each class and series of shares of the body
corporate immediately prior to that day.
1991 cL‑26.5 s57
Shares in series
58(1) Subject to its instrument of incorporation, the
directors of a provincial corporation may authorize the issue of any class of
shares, other than common shares, in one or more series, and they may fix the
number of shares in, and determine the designation, rights, privileges,
restrictions and conditions attaching to the shares of each series.
(2) If
any cumulative dividends or amounts payable on return of capital in respect of
a series of shares are not paid in full, the shares of all series of the same
class participate ratably in respect of accumulated dividends and return of
capital.
(3) No
rights, privileges, restrictions or conditions attached to a series of shares
authorized under this section shall confer on shares of a series
                                (a)   greater
voting rights than are attached to shares of any other series in the same class
that are then outstanding, or
                                (b)   a
priority in respect of dividends or return of capital over shares of any other
series in the same class that are then outstanding.
(4) Subsection (3) does not apply to a right or
privilege to exchange a share or shares for, or to convert a share or shares
into, a share or shares of another class.
1991 cL‑26.5 s58
Shareholder’s pre‑emptive right
59(1) If the letters patent of a provincial
corporation so provide, no shares of a class shall be issued unless the shares
have first been offered to the shareholders holding shares of that class, and
those shareholders have a pre‑emptive right to acquire the offered shares
in proportion to their holdings of the shares of that class, at the same price
and on the same terms as those shares are to be offered to others.
(2) Notwithstanding
that the letters patent provide the pre‑emptive right referred to in
subsection (1), shareholders have no pre‑emptive right in respect of
shares to be issued
                                (a)   for
a consideration other than money,
                                (b)   as
a share dividend, or
                                (c)   pursuant to the exercise of conversion
privileges, options or rights previously granted by the provincial corporation.
1991 cL‑26.5 s59
Conversion privileges,
options and rights
60(1) A provincial corporation may issue
certificates, warrants or other evidences of conversion privileges or options
or rights to acquire securities of the corporation, and shall set out the
conditions to which the conversion privileges, options or rights are subject
                                (a)   in
the certificates, warrants or other evidences, or
                                (b)   in
certificates evidencing the securities to which the conversion privileges,
options or rights are attached.
(2) Conversion
privileges and options or rights to purchase securities of a provincial
corporation may be made transferable or non‑transferable, and options and
rights to purchase may be made separable or inseparable from any securities to
which they are attached.
(3) If a provincial corporation has granted
privileges to convert any securities issued by the corporation into shares, or
into shares of another class or series, or has issued or granted options or
rights to acquire shares, the corporation shall reserve and continue to reserve
sufficient authorized shares to meet the exercise of those conversion
privileges, options and rights.
1991 cL‑26.5 s60
Prohibited shareholdings
61(1) A provincial corporation
                                (a)   shall
not hold shares in itself or in its holding body corporate, and
                                (b)   shall
not permit any of its subsidiaries to hold shares in the corporation or in the
holding body corporate of the corporation
except in accordance
with this section and sections 62 to 66 or unless the Minister consents in
writing to the holding.
(2) Subsection
(1) does not apply to shares held in contravention of subsection (1)
immediately before December 8, 1988.
(3) A
provincial corporation may in the capacity of personal representative hold
shares in itself or in its holding body corporate unless it or the holding body
corporate or a subsidiary of either of them has a beneficial interest in the
shares.
(4) A
provincial corporation may hold shares in itself or in its holding body
corporate by way of security for the purposes of a transaction entered into by
it in the ordinary course of its business.
(5) A
provincial corporation holding shares in itself or in its holding body
corporate shall not vote or permit those shares to be voted unless the
corporation
                                (a)   holds
the shares in the capacity of personal representative, and
                                (b)   has complied with section 153 of the Business Corporations Act, as
incorporated into this Act by section 99 of this Act.
1991 cL‑26.5 s61
Restrictions on
acquisition of shares
62(1) Subject to this section, section 77 applies to
a purchase, acquisition or redemption for cancellation of voting shares by a
provincial corporation under section 63, 64 or 65 as if the purchase,
acquisition or redemption of voting shares were a transfer or issue of voting
shares.
(2) Notwithstanding
subsection (1),
                                (a)   section
77(6) does not apply, and
                                (b)   the
provincial corporation must make the application referred to in section 77(7)
on behalf of the persons referred to in that subsection
in the case of a purchase, acquisition or redemption of
shares referred to in subsection (1).
1991 cL‑26.5 s62
Acquisition of own
shares
63(1) Subject to subsection (2) and to its bylaws, a
provincial corporation may purchase or otherwise acquire shares issued by it.
(2) A
provincial corporation shall not make any payment to purchase or otherwise
acquire shares issued by it if there are reasonable grounds for believing that
                                (a)   the
corporation is, or after the payment would be, unable to pay its liabilities as
they become due, or
                                (b)   the
realizable value of the corporation’s assets after the payment would be less
than the aggregate of its liabilities and stated capital of all classes.
(3) A
provincial corporation that is not a reporting issuer shall, within 30 days
after the purchase of any of its issued shares, notify its shareholders
                                (a)   of
the number of shares it has purchased,
                                (b)   of
the names of the shareholders from whom it has purchased the shares,
                                (c)   of
the price paid for the shares, and
                                (d)   of
the balance, if any, remaining due to the shareholders from whom it purchased
the shares.
(4) A shareholder of a provincial corporation other
than a reporting issuer is entitled on request and without charge to a copy of
the agreement between the corporation and any of its other shareholders under
which the corporation has agreed to purchase, or has purchased, any of its own
shares.
1991 cL‑26.5 s63
Alternative acquisition
of own shares
64(1) Subject to subsection (2) and to its bylaws, a
provincial corporation may purchase or otherwise acquire shares issued by it
                                (a)   to
settle or compromise a debt or claim asserted by or against the corporation,
                                (b)   to
eliminate fractional shares, or
                                (c)   to
fulfil the terms of a non‑assignable agreement under which the
corporation has an option or is obliged to purchase shares owned by a director,
officer or employee of the corporation.
(2) Notwithstanding
section 63(2), a corporation may purchase or otherwise acquire shares issued by
it to comply with an order under section 293.
(3) A
provincial corporation shall not make any payment to purchase or acquire under
subsection (1) shares issued by it if there are reasonable grounds for
believing that
                                (a)   the
corporation is, or after the payment would be, unable to pay its liabilities as
they become due,
                                (b)   the
realizable value of the corporation’s assets after the payment would be less
than the aggregate of
                                          (i)   its liabilities, and
                                         (ii)   the amount that would be required to pay the holders of shares
who have a right to be paid, on a redemption or in a liquidation, prior to the
holders of the shares to be purchased or acquired,
                                    or
                                (c)   the purchase or acquisition would cause the
corporation to be in contravention of this Act or the regulations.
1991 cL‑26.5 s64
Redemption of shares
65(1) Subject to subsection (2) and to its bylaws, a
provincial corporation may purchase or redeem any redeemable shares issued by
it at prices not exceeding the redemption price calculated according to a
formula stated in the bylaws.
(2) A
provincial corporation shall not make any payment to purchase or redeem any
redeemable shares issued by it if there are reasonable grounds for believing
that
                                (a)   the
corporation is, or after the payment would be, unable to pay its liabilities as
they become due,
                                (b)   the
realizable value of the corporation’s assets after the payment would be less
than the aggregate of
                                          (i)   its liabilities, and
                                         (ii)   the amount that would be required to pay the holders of shares
who have a right to be paid, on a redemption or in a liquidation, ratably with
or prior to the holders of the shares to be purchased or redeemed,
                                    or
                                (c)   the redemption would cause the corporation
to be in contravention of this Act or the regulations.
1991 cL‑26.5 s65
Donated and escrowed
shares
66 A provincial corporation may accept from any
shareholder a share of the corporation
                                (a)   that
is surrendered to it as a gift, or
                                (b)   that has been held in escrow pursuant to an
escrow agreement required by the Executive Director and that is surrendered
pursuant to that agreement.
1991 cL‑26.5
s66;1995 c28 s70
Reduction of stated
capital
67(1) Subject to subsection (4) and its instrument of
incorporation, a provincial corporation, by special resolution and with the
approval of the Minister, may reduce its stated capital for any purpose.
(2) Where
a class or series of shares of a provincial corporation would be affected by a
reduction of stated capital under subsection (1) differently from how any other
class or series of shares of the corporation would be affected by that action,
the holders of shares of the differently affected class or series are entitled
to vote separately as a class or series, as the case may be, on the proposal to
take the action, whether or not the shares otherwise carry the right to vote.
(3) A
special resolution under this section shall specify the stated capital account
or accounts from which the reduction of stated capital affected by the special
resolution will be made.
(4) A
provincial corporation shall not reduce its stated capital, other than for the
purpose of declaring it to be reduced by an amount that is not represented by
realizable assets, if there are reasonable grounds for believing that
                                (a)   the
corporation is, or after the reduction would be, unable to pay its liabilities
as they become due,
                                (b)   the
realizable value of the corporation’s assets after the reduction would be less
than the aggregate of its liabilities, or
                                (c)   the
reduction would cause the corporation to be in contravention of this Act or the
regulations.
(5) A
shareholder, creditor or depositor of a provincial corporation may apply to the
Court for an order compelling another shareholder or another recipient
                                (a)   to
pay to the corporation an amount equal to any liability of that other
shareholder that was extinguished or reduced contrary to this section, or
                                (b)   to
pay or deliver to the corporation any money or property that was paid or
distributed to that other shareholder or recipient as a consequence of a
reduction of capital made contrary to this section.
(6) A
proceeding to enforce a liability imposed by this section may not be commenced
after 2 years from the date of the action complained of.
(7) This section does not affect any liability that
arises under section 131.
1991 cL‑26.5
s67;1994 c39 s4
Adjustment of stated
capital account
68(1) On a purchase, redemption or other acquisition
by a provincial corporation under section 63, 64, 65, 73 or 293(3)(e) of shares
or fractions of shares issued by it, the corporation shall deduct from the
stated capital account maintained for the class or series of shares of which
the shares purchased, redeemed or otherwise acquired form a part, an amount
equal to the result obtained by multiplying the stated capital of the shares of
that class or series by the number of shares or fractions of shares of that
class or series purchased, redeemed or otherwise acquired, divided by the
number of issued shares of that class or series immediately before the
purchase, redemption or other acquisition.
(2) A
provincial corporation shall deduct the amount of a payment made by the
corporation to a shareholder under section 293(3)(f) from the stated capital
account maintained for the class or series of shares in respect of which the
payment was made.
(3) A
provincial corporation shall adjust its stated capital account or accounts in
accordance with any special resolution referred to in section 67(3).
(4) On
a conversion or change of issued shares of a provincial corporation into shares
of another class or series, the corporation shall
                                (a)   deduct
from the stated capital account maintained for the class or series of shares
converted or changed an amount equal to the result obtained by multiplying the
stated capital of the shares of that class or series by the number of shares of
that class or series converted or changed, and dividing by the number of issued
shares of that class or series immediately before the conversion or change, and
                                (b)   add
the result obtained under clause (a) and any additional consideration received
pursuant to the conversion or change to the stated capital account maintained
or to be maintained for the class or series of shares into which the shares
have been converted or changed.
(5) For
the purposes of subsection (4), where a provincial corporation issues 2 classes
or series of shares and there is attached to each class or series a right to
convert a share of one class or series into a share of the other class or
series, the amount of stated capital attributable to a share in either class or
series is the amount obtained when the sum of the stated capital of both
classes or series of shares is divided by the number of issued shares of both
classes or series of shares immediately before the conversion.
(6) Shares
or fractions of shares issued by a provincial corporation and purchased, redeemed
or otherwise acquired by it must be cancelled or restored to the status of
authorized but unissued shares.
(7) For
the purposes of this section, a provincial corporation holding shares in itself
as permitted by section 61(3) and (4) is deemed not to have purchased, redeemed
or otherwise acquired those shares.
(8) Where shares of a class or series are converted
or changed into the same or another number of shares of another class or
series, those shares become the same in all respects as the shares of the class
or series into which they are converted or changed.
1991 cL‑26.5 s68
Repayment, acquisition
and reissue of debt obligations
69(1) Debt obligations issued, pledged, hypothecated
or deposited by a provincial 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, and
those obligations remain obligations of the corporation until they are
discharged.
(2) Debt obligations issued by a provincial
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 incurred afterwards, and any such acquisition and
reissue, pledge or hypothecation is not a cancellation of the debt obligations.
1991 cL‑26.5 s69
Enforceability of
contract to purchase shares
70(1) A contract with a provincial corporation
providing for the purchase by it of its own shares is specifically enforceable
against the corporation, except to the extent that it cannot perform the
contract without contravening section 63 or 64.
(2) In
any action brought on a contract referred to in subsection (1), the provincial
corporation has the burden of proving that performance of the contract is
prevented by section 63 or 64.
(3) Until
the provincial corporation has fully performed a contract referred to in
subsection (1), the other party to the contract retains the status of a
claimant and is entitled
                                (a)   to
be paid as soon as the corporation is lawfully able to perform the contract, or
                                (b)   in a liquidation, to be ranked subordinate
to the rights of depositors, creditors, holders of subordinated notes and any
class of shareholders whose rights were in priority to the rights given to the
class of shares that other party contracted to sell to the corporation, but in
priority to the rights of other shareholders.
1991 cL‑26.5 s70
Commission on sale of
shares
71 The directors of a provincial corporation may
authorize the corporation to pay a reasonable commission to any person in
consideration of the person’s
                                (a)   purchasing
or agreeing to purchase shares of the corporation from it or from any other
person, or
                                (b)   procuring or agreeing to procure purchasers
for any such shares.
1991 cL‑26.5 s71
Payment of dividend
72(1) The directors of a provincial corporation may
declare, and a provincial corporation may pay, a dividend by issuing fully paid
shares of the corporation and, subject to subsection (3), a corporation may pay
a dividend in money or property.
(2) If
a provincial corporation issues shares of the corporation in payment of a
dividend, it shall add to the stated capital account for the shares of the
class or series issued the declared amount of the dividend, stated as an amount
of money.
(3) The
directors shall not declare and a provincial corporation shall not pay a
dividend if there are reasonable grounds for believing that
                                (a)   the
corporation is, or after the payment would be, unable to pay its liabilities as
they become due,
                                (b)   the
realizable value of the corporation’s assets after the payment would be less
than the aggregate of
                                          (i)   its liabilities, and
                                         (ii)   its stated capital of all classes,
                                    or
                                (c)   the payment would cause the corporation to
be in contravention of this Act or the regulations.
1991 cL‑26.5 s72
Lien on share
73(1) The bylaws of a provincial corporation may
provide that the corporation has a lien on a share registered in the name of a
shareholder or the shareholder’s personal representative for a debt of that
shareholder to the corporation.
(2) A provincial corporation may enforce a lien
referred to in subsection (1) in accordance with its bylaws.
1991 cL‑26.5 s73
Limited liability of
shareholders
74 Except as otherwise provided in this Act, the
shareholders of a provincial corporation are not, as shareholders, liable for
any liability, act or default of the corporation.
1991 cL‑26.5 s74
Restrictions on issue,
transfer
75 A provincial corporation shall not impose
restrictions on the issue, transfer or ownership of shares of any class or
series except to the extent that it is authorized to do so by its instrument of
incorporation or this Act.
1991 cL‑26.5 s75
Interpretation
76(1) For the purposes of this section and sections
77 to 81, a person is deemed to be related to
                                (a)   every
body corporate the person controls and every affiliate of that body corporate,
                                (b)   every
partner of the person,
                                (c)   every
trust or estate in which the person has a substantial beneficial interest or in
respect of which the person serves as trustee or in a similar capacity,
                                (d)   the
spouse or adult interdependent partner of the person,
                                (e)   every
relative of the person, or of the person’s spouse or adult interdependent
partner, who has the same home as the person, and
                                 (f)   every
other person the Minister considers is acting in concert with the person to
acquire and control voting shares of a provincial corporation and so designates
by order as a related person.
(2) For
the purpose of sections 77, 78 and 80, a person who, alone or with any related
person,
                                (a)   controls
a body corporate that does not control a provincial corporation but that holds
or beneficially owns 10% or more of the total number of issued and outstanding
voting shares of a class of voting shares of the corporation, or
                                (b)   holds
or beneficially owns 10% or more of the total number of issued and outstanding
voting shares of a class of voting shares of a body corporate that controls a
provincial corporation
is deemed to be a holding body corporate, and the voting
shares and transfer or issue of voting shares of those persons in the body
corporate referred to in clause (a) or (b) are deemed to be shares or a
transfer or issue of shares to which sections 77, 78 and 80 apply.
RSA 2000 cL‑20
s76;2002 cA‑4.5 s51
Minister’s consent to transfer or issue
77(1) The directors of a provincial corporation shall
refuse to allow the transfer or issue of voting shares of the corporation to be
entered in the securities register without the Minister’s consent in either of
the following circumstances:
                                (a)   if,
in a case where a person and other persons related to that person hold or
beneficially own immediately before the entry of the transfer or issue more
than 10% of any class of the issued and outstanding voting shares of the
corporation, the entry of the transfer or issue would cause that percentage to
increase, based on the number of issued and outstanding voting shares after the
entry of the transfer or issue;
                                (b)   if,
in a case where a person and other persons related to that person hold or
beneficially own immediately before the entry of the transfer or issue 10% or
less of any class of the issued and outstanding voting shares of the
corporation, the entry of the transfer or issue would cause that percentage to
increase to more than 10%, based on the number of issued and outstanding voting
shares after the entry of the transfer or issue.
(2) Until
the Minister’s consent is obtained under subsection (1) no person shall in
person or by proxy exercise the voting rights attaching to any of the voting
shares that are held or beneficially owned by the person or related persons
referred to in subsection (1).
(3) Notwithstanding
subsection (1), where a consent is given under subsection (1) with respect to a
person and other persons related to that person, no consent under subsection
(1) is required with respect to those persons in respect of a subsequent
transfer or issue of voting shares unless, as a result of the entry of the
transfer or issue, the shareholdings or beneficial ownership of those persons
calculated under subsection (1) would undergo an increase of more than 5% from
the shareholdings or beneficial ownership calculated immediately after the
previous consent was given.
(4) The
exception set out in subsection (3) does not apply
                                (a)   to
a transfer or issue of shares that would result in a change of control of the
provincial corporation, or
                                (b)   where,
since the previous consent was given under this section, the shareholdings or
beneficial ownership of the person and other persons related to that person
calculated under subsection (1) have decreased by more than 5% from the
shareholdings or beneficial ownership calculated immediately after the previous
consent was given.
(5) Where,
on January 16, 1992, a person and other persons related to that person hold or
beneficially own more than 10% of any class of issued and outstanding voting
shares of a corporation, the Minister is, for the purposes of this section,
deemed to have given a consent in respect of that holding or ownership on
January 16, 1992.
(6) The
consent of the Minister under this section is not required in respect of a
transfer or issue of shares to an underwriter, as defined in the Securities Act, who receives them in
that capacity.
(7) Where
a consent is required under this section,
                                (a)   the
person to whom the shares are to be transferred or issued, or
                                (b)   where
the person referred to in clause (a) will not be the beneficial owner of the
shares, that person and the beneficial owner jointly,
shall apply for the
consent and shall provide the Minister with any information the Minister
requires in support of the application.
(8) On
an application under subsection (7), the Minister may refuse consent where
                                (a)   any
of the holders or beneficial owners to whom the consent relates
                                          (i)   is or has been bankrupt,
                                         (ii)   has been convicted of a criminal offence, an offence under this
Act or an offence under the Securities
Act or comparable legislation of another jurisdiction in Canada,
                                        (iii)   is or has been subject to a cease trading order under the Securities Act or comparable legislation
of another jurisdiction in Canada,
                                        (iv)   is the subject of a special examination under section 274,
                                         (v)   is contravening any provision of this Act or the regulations or
of any comparable legislation of another jurisdiction or of any undertaking
given to the Minister, or
                                        (vi)   fails to provide the information requested under subsection (7),
                                    or
                                (b)   it
would, in the Minister’s opinion, be in the public interest to do so, having
regard to the following:
                                          (i)   the nature and sufficiency of the financial resources of the
holders or beneficial owners to whom the consent relates as a source of
continuing financial support for the provincial corporation;
                                         (ii)   where the transfer or issue would result in a change in control
of the provincial corporation, the soundness and feasibility of plans of the
holders or beneficial owners to whom the consent relates for the future conduct
and development of the business of the provincial corporation;
                                        (iii)   the business record and experience of the holders or beneficial
owners to whom the consent relates;
                                        (iv)   whether the provincial corporation will be operated responsibly
by persons who are fit as to character and are competent for that purpose;
                                         (v)   the best interests of the financial system in Alberta.
(9) The consent of the Minister under this section
takes effect on the date set out in the consent, and the effective date may be
a date before the date the consent is given.
1991 cL‑26.5 s77
Minister’s right to information
78(1) The Minister may in writing direct a provincial
corporation to obtain from a person in whose name a share is registered in the
securities register of the corporation or who is the beneficial owner of a
share of the corporation a declaration containing any or all of the following
information:
                                (a)   information
concerning the ownership or beneficial ownership of the share;
                                (b)   information
as to whether the share is held or beneficially owned by a person who is
related to that person, and the name of the related person where applicable;
                                (c)   information
as to the place in which the shareholder and any person for whose use or benefit
the share is held are ordinarily resident;
                                (d)   information
concerning the ownership or beneficial ownership of the shares of a holding
body corporate;
                                (e)   information
concerning any other matters specified by the Minister.
(2) The
directors of a provincial corporation that is the subject of a direction under
subsection (1) shall ensure that the corporation forthwith complies with the
direction.
(3) A provincial corporation that is the subject of
a direction under subsection (1) may request a person who has possession of or
access to the information required to provide a declaration containing the
information to the Minister, and that person shall forthwith comply with the
request.
1991 cL‑26.5 s78
Exemption
79(1) The Minister may by order exempt any provincial
corporation or other person from the application of section 77 or 78 in whole
or in part and on any terms and conditions set out in the order.
(2) The Regulations
Act does not apply to an order under subsection (1).
1991 cL‑26.5 s79
Bylaws re shareholder
information
80(1) The directors of a provincial corporation may
make bylaws
                                (a)   requiring
any person holding any voting share of the corporation to submit written
declarations
                                          (i)   with respect to the ownership and beneficial ownership of a share
of the corporation or of a holding body corporate,
                                         (ii)   with respect to the place in which the shareholder and any person
for whose use or benefit the share is held are ordinarily resident,
                                        (iii)   as to whether the shareholder is related to other persons, and
                                        (iv)   with respect to any other matters the directors consider relevant
for the purposes of sections 76 to 79,
                                (b)   prescribing
the times at which and the manner in which any declarations required under
clause (a) are to be submitted, and
                                (c)   requiring
any person desiring to have a transfer of a share to the person entered in the
securities register of the corporation to submit a declaration referred to in
clause (a) as if the person were a shareholder.
(2) Where under any bylaw made under subsection (1)
a declaration is required to be submitted by any shareholder or person in
respect of the transfer of any share, the directors may refuse to allow the
entry of the transfer of the share in the securities register of the provincial
corporation until the required declaration has been submitted.
1991 cL‑26.5 s80
Reliance on information
81 A director of a provincial corporation and any
other person acting as proxy for a shareholder of the corporation may rely on a
statement made in a declaration made pursuant to a bylaw under section 80(1)
and on their own knowledge of the circumstances for the purposes of determining
                                (a)   the
residence of a person,
                                (b)   who
controls a body corporate, or
                                (c)   any
other circumstances relevant to the performance of their duties under sections
76 to 79,
and the director or other person is not liable in any
action for anything done or omitted by the director or other person in good
faith in reliance on that statement or that knowledge.
1991 cL‑26.5 s81
Place of annual meeting
82(1) Subject to the bylaws, a meeting of
shareholders of a provincial corporation shall be held at any place in Canada
that the directors determine, or in the absence of such a determination, at its
principal place of business.
(2) Notwithstanding subsection (1), a meeting of
shareholders of a provincial corporation may be held outside Canada if all the
shareholders entitled to vote at that meeting so agree, and a shareholder who
attends a meeting of shareholders held outside Canada is deemed to have so
agreed except where the shareholder attends the meeting for the express purpose
of objecting to the transaction of any business on the ground that the meeting
is not lawfully held.
1991 cL‑26.5 s82
Calling meetings
83(1) The directors of a provincial corporation shall
call annual meetings of shareholders in accordance with this section.
(2) In
the case of a provincial corporation incorporated under Part 2, the directors
shall, after the meeting called pursuant to section 22, call an annual meeting,
to be held not later than 4 months after the end of the first fiscal year of
the corporation, and subsequently not later than 4 months after the end of each
fiscal year.
(3) In
the case of a provincial corporation that is continued under section 328, the directors
shall call an annual meeting not later than 4 months after the end of the
fiscal year in which letters patent of continuance are issued, and subsequently
not later than 4 months after the end of each fiscal year.
(4) In
the case of an amalgamated provincial corporation, the directors shall call an
annual meeting not later than 4 months after the date set out in the
supplementary letters patent of amalgamation, and subsequently not later than 4
months after the end of each fiscal year.
(5) A
provincial corporation may apply to the Court for an order extending the time
within which the first or the next annual meeting of the corporation shall be
held.
(6) Notice
of any application under subsection (5) by a provincial corporation that is a
reporting issuer shall be filed with the Executive Director.
(7) If,
on an application under subsection (5), the Court is satisfied that it is in
the best interests of the provincial corporation, the Court may extend the time
in which the first or the next annual meeting of the corporation shall be held,
in any manner and on any terms it thinks fit.
(8) The directors of a provincial corporation may
call a special meeting of shareholders at any time.
1991 cL‑26.5
s83;1995 c28 s70
Record dates
84(1) For the purpose of determining shareholders of
a provincial corporation
                                (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 that determination of shareholders,
but the record date shall not precede by more than 50 days the date of the
particular action to be taken.
(2) For
the purpose of determining shareholders entitled to receive notice of or to
vote at a meeting of shareholders, the directors may fix in advance a date as
the record date for that determination of shareholders, but that record date
shall not precede by more than 50 days or by less than 21 days the date on
which the meeting is to be held.
(3) If
no record date is fixed,
                                (a)   the
record date for the determination of shareholders entitled to receive notice of
or to vote at a meeting of shareholders shall be
                                          (i)   at the close of business on the last business day immediately
preceding the day on which the notice is sent, or
                                         (ii)   if no notice is sent, 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 to that purpose.
(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 of the provincial corporation at the close of
business on the day the directors fix the record date, notice of the record
date shall be given not less than 7 days before the date so fixed
                                (a)   by
advertisement in a newspaper published or distributed in the locality where the
corporation has its principal place of business 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.
1991 cL‑26.5 s84
Notice of meeting
85(1) Notice of the time and place of a meeting of
shareholders of a provincial corporation shall be sent not less than 21 days
and not more than 50 days before the meeting
                                (a)   to
each shareholder entitled to vote at the meeting,
                                (b)   to
each director, and
                                (c)   to
the auditor of the corporation.
(2) Notwithstanding
section 321(2), a notice of a meeting of shareholders sent by mail to a
shareholder, director or auditor in accordance with section 321(1) is deemed to
be sent on the day on which it is deposited in the mail.
(3) A
notice of a meeting is not required to be sent to shareholders who were not
registered on the securities register of the provincial corporation on the date
determined under section 84(2) or (3), but failure to receive a notice does not
deprive a shareholder of the right to vote at the meeting.
(4) If
a meeting of shareholders is adjourned by one or more adjournments for an
aggregate of less than 30 days, it is not necessary, unless the bylaws
otherwise provide, to give notice of the adjourned meeting other than by
announcement at the time of an adjournment.
(5) If
a meeting of shareholders is adjourned by one or more adjournments for an
aggregate of 30 days or more, notice of the adjourned meeting shall be given as
for an original meeting, but unless the meeting is adjourned by one or more
adjournments for an aggregate of more than 90 days, section 149(1) of the Business Corporations Act as
incorporated into this Act by section 99 of this Act does not apply.
(6) All
business transacted at a special meeting of shareholders and all business
transacted at an annual meeting of shareholders, except consideration of the
financial statements and auditor’s report, fixing the number of directors for
the following year, election of directors and reappointment of the incumbent
auditor, are deemed to be special business.
(7) Notice
of a meeting of shareholders at which special business is to be transacted
shall state
                                (a)   the
nature of that business in sufficient detail to permit the shareholder to form
a reasoned judgment on that business, and
                                (b)   the
text of any special resolution or bylaw to be submitted to the meeting.
(8) The
text of a special resolution may be amended at a meeting of shareholders if the
amendments correct manifest errors or are not material.
(9) A shareholder and any other person entitled to
attend a meeting of shareholders of a provincial corporation may in any manner
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 the
person attends the meeting for the express purpose of objecting to the
transaction of any business on the ground that the meeting is not lawfully
called.
1991 cL‑26.5 s85
Shareholder proposals
86(1) A shareholder of a provincial corporation who
is entitled to vote at an annual meeting of shareholders may
                                (a)   submit
to the corporation notice of any matter that the shareholder proposes to raise
at the meeting, referred to in this section as a proposal, and
                                (b)   require
that the matter be included in the next notice of meeting sent by the
corporation as business to be transacted at that meeting.
(2) Where
a provincial corporation receives notice of a proposal and the corporation
solicits proxies, it shall set out the proposal in the management proxy
circular required by section 150 of the Business Corporations Act as incorporated into this Act by section
99 of this Act, or it shall attach the proposal to the proxy circular.
(3) If
so requested by a shareholder giving notice of a proposal, the provincial
corporation shall include in the management proxy circular or attach to it a
statement by the shareholder of not more than 200 words in support of the
proposal, along with the name and address of the shareholder.
(4) A
proposal may include nominations for the election of directors if the proposal
is signed by one or more holders of shares representing in the aggregate not
less than 5% of the shares, or 5% of the shares of a class or series of shares,
of the provincial corporation entitled to vote at the meeting at which the
proposal is to be presented, but this subsection does not preclude the making
of nominations at a meeting of shareholders.
(5) A
provincial corporation is not required to comply with subsections (2) and (3)
where
                                (a)   the
proposal is submitted to the corporation less than 90 days before the
anniversary date of the previous annual meeting,
                                (b)   it
clearly appears that the proposal is submitted by the shareholder primarily for
the purpose of enforcing a personal claim or redressing a personal grievance against
the corporation or any of its directors, officers or security holders, or for a
purpose that is not related in any significant way to the business or affairs
of the corporation,
                                (c)   the
corporation, at the shareholder’s request, included a proposal in a management
proxy circular relating to a meeting of shareholders held within 2 years
preceding the receipt of the request and the shareholder failed to present the
proposal, in person or by proxy, at the meeting,
                                (d)   substantially
the same proposal was submitted to shareholders in a management proxy circular
or a dissident’s proxy circular relating to a meeting of shareholders held
within 2 years preceding the receipt of the shareholder’s request and the
proposal was defeated, or
                                (e)   the
rights conferred by this section are being abused to secure publicity.
(6) No
provincial corporation or person acting on its behalf incurs any liability by
reason only of circulating a proposal or statement in compliance with this
section.
(7) Where
a provincial corporation refuses to include a proposal in a management proxy
circular, it shall, within 10 days after receiving the proposal, send to the
shareholder who submitted the proposal notice of its intention to omit the
proposal from the management proxy circular and a statement of reasons for the
refusal.
(8) On
the application of a shareholder claiming to be aggrieved by a provincial
corporation’s refusal under subsection (7), the Court may restrain the holding
of the meeting at which the proposal is sought to be presented and make any
further order it thinks fit.
(9) A
provincial corporation or any person claiming to be aggrieved by a proposal may
apply to the Court for an order permitting the corporation to omit the proposal
from the management proxy circular, and the Court, if it is satisfied that
subsection (5) applies, may make any order it thinks fit.
(10) An applicant under subsection (8) or (9) shall
give the Minister notice of the application, and the Minister is entitled to
appear and be heard in person or by counsel.
1991 cL‑26.5 s86
Shareholder list
87(1) A provincial 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 shall be prepared,
                                (a)   if
a record date is fixed under section 84(2), not later than 10 days after that
date, or
                                (b)   if
no record date is fixed,
                                          (i)   at the close of business on the last business day immediately
preceding the day on which the notice is sent, or
                                         (ii)   if no notice is sent, on the day on which the meeting is held.
(2) Subject
to sections 76 to 79, where a provincial corporation fixes a record date under
section 84(2), a person named in the list prepared under subsection (1)(a) is
entitled to vote the shares shown opposite the person’s name at the meeting to
which the list relates, except to the extent that
                                (a)   the
person has transferred the ownership of the shares after the record date, and
                                (b)   the
transferee of those shares
                                          (i)   produces properly endorsed share certificates, or
                                         (ii)   otherwise establishes ownership of the shares,
                                         and demands, not later than
10 days before the meeting, or any shorter period before the meeting that the
bylaws of the corporation provide, that the transferee’s name be included in
the list before the meeting,
in which case the
transferee is entitled to vote those shares at the meeting.
(3) Subject
to sections 76 to 79, where a provincial corporation does not fix a record date
under section 84(2), a person named in a list prepared under subsection (1)(b)
is entitled to vote the shares shown opposite the person’s name at the meeting
to which the list relates, except to the extent that
                                (a)   the
person has transferred the ownership of the shares after the date on which the
list was prepared, and
                                (b)   the
transferee of those shares
                                          (i)   produces properly endorsed share certificates, or
                                         (ii)   otherwise establishes ownership of the shares,
                                         and demands, not later than
10 days before the meeting, or any shorter period before the meeting that the
bylaws of the corporation provide, that the transferee’s name be included in
the list before the meeting,
in which case the
transferee is entitled to vote those shares at the meeting.
(4) A
shareholder of a provincial corporation may examine the list of shareholders
                                (a)   during
usual business hours at the principal place of business of the corporation or
at the place where its securities register is maintained, and
                                (b)   at the meeting of shareholders for which the
list was prepared.
1991 cL‑26.5 s87
Quorum
88(1) Unless the bylaws of the provincial corporation
otherwise provide, the holders of a majority of the shares entitled to vote at
a meeting of shareholders, whether present in person or represented by proxy,
constitute a quorum.
(2) If
a quorum is present at the opening of a meeting of shareholders, the
shareholders present may, unless the bylaws otherwise provide, proceed with the
business of the meeting notwithstanding that a quorum is not present throughout
the meeting.
(3) If a quorum is not present at the time
appointed for a meeting of shareholders, the shareholders present may adjourn
the meeting to a fixed time and place but may not transact any other business.
1991 cL‑26.5 s88
Meeting by electronic
means
89 A shareholder or any other person entitled to
attend a meeting of shareholders may participate in the meeting by means of
telephone or other communication devices that permit all persons participating
in the meeting to hear each other if
                                (a)   the
bylaws so provide, or
                                (b)   subject
to the bylaws, all the shareholders entitled to vote at the meeting consent,
and a person participating in such a meeting by those means
is deemed for the purposes of this Act to be present at the meeting.
1991 cL‑26.5 s89
Majority vote
90 Unless the bylaws of the provincial corporation
otherwise provide, 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 2nd or casting vote in case of
an equality of votes.
1991 cL‑26.5 s90
One share, one vote
91 Unless the bylaws of the provincial corporation
otherwise provide, each share of the corporation entitles the holder to one
vote at a meeting of shareholders.
1991 cL‑26.5 s91
Corporate shareholder
92(1) Where a body corporate or association is a
shareholder of a provincial 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.
(2) An individual authorized in accordance with
subsection (1) may exercise on behalf of the body corporate or association the
individual represents all the powers it could exercise if it were an individual
shareholder.
1991 cL‑26.5 s92
Joint ownership of share
93 Unless the bylaws of the provincial corporation
otherwise provide, where 2 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 2 or more of those persons are present, in person or by
proxy, they shall vote as one on the shares jointly held by them.
1991 cL‑26.5 s93
Voting
94(1) Unless the bylaws of the provincial corporation
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.
(2) A shareholder or proxyholder may demand a
ballot either before or on the declaration of the result of a vote by show of
hands.
1991 cL‑26.5 s94
Resolution instead of
meeting
95(1) A resolution in writing signed by all the
shareholders entitled to vote on that resolution is as valid as if it had been
passed at a meeting of the shareholders.
(2) A
resolution in writing dealing with all matters required by this Act to be dealt
with at a meeting of shareholders, and signed by all the shareholders entitled
to vote at that meeting, satisfies all the requirements of this Act relating to
meetings of shareholders.
(3) The provincial corporation shall keep a copy of
every resolution referred to in subsection (1) or (2) with the minutes of the
meetings of shareholders.
1991 cL‑26.5 s95
Meeting on requisition
of shareholders
96(1) The holders of not less than 5% of the issued
and outstanding shares of a provincial corporation that carry the right to vote
at a meeting of shareholders sought to be held may requisition the directors to
call a meeting of shareholders for the purposes stated in the requisition.
(2) The
requisitioners shall give notice to the Minister of a requisition made under
subsection (1).
(3) The
requisition referred to in subsection (1) shall state the business to be
transacted at the meeting and shall be sent to the principal place of business
of the provincial corporation and to each director.
(4) On
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 section 84(2) and notice of the record date
has been given under section 84(4),
                                (b)   the
directors have called a meeting of shareholders and have given notice of the
meeting under section 85, or
                                (c)   the
business of the meeting as stated in the requisition includes matters described
in section 86(5)(b), (c) or (d).
(5) If
the directors do not within 21 days after receiving the requisition referred to
in subsection (1) call a meeting, any shareholder who signed the requisition
may call a meeting.
(6) 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 bylaws and this Part.
(7) The provincial corporation shall reimburse the
shareholders for the expenses reasonably incurred by them in requisitioning,
calling and holding the meeting unless the shareholders otherwise provide by a
resolution passed at the meeting.
1991 cL‑26.5 s96
Meeting called by Court
97(1) The Court, on the application of a director or
of a shareholder entitled to vote at a meeting of shareholders, may order a
meeting to be called, held and conducted in the manner the Court directs if the
Court
                                (a)   is
satisfied that it is impracticable to call the meeting in the manner in which
meetings of those shareholders may be called, or to conduct the meeting in the
manner prescribed by the bylaws and this Act, or
                                (b)   considers
it appropriate to so order for any other reason.
(2) Without
restricting the generality of subsection (1), the Court may order that the
quorum required by the bylaws or this Act be varied or dispensed with at a
meeting called, held and conducted under this section.
(3) A
meeting called, held and conducted under this section is for all purposes a
meeting of shareholders of the provincial corporation duly called, held and
conducted.
(4) A person applying under subsection (1) shall
give notice of the application to the Minister before the hearing and shall
deliver a copy of the Court’s order, if any, to the Minister.
1991 cL‑26.5 s97
Disputed elections and
appointments
98(1) A shareholder or director of a provincial
corporation or the corporation may apply to the Court to determine any
controversy with respect to an election or appointment of a director or auditor
of the corporation.
(2) A
person applying under subsection (1) shall give notice of the application to
the Minister and shall deliver a copy of the Court’s order, if any, to the
Minister.
(3) On
an application under this section, the Court may make any order it considers
appropriate, including, without limitation, any one or more of the following
orders:
                                (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 provincial
corporation until a new election is held or appointment made;
                                (d)   an order determining the voting rights of
shareholders and of persons claiming to own shares.
1991 cL‑26.5 s98
Application of Business
Corporations Act
99 Part 12 of the Business Corporations Act and the regulations made under that Act
in relation to that Part apply to every provincial corporation as if it were a
corporation within the meaning of that Act, and for the purposes of the
application of that Part to a provincial corporation,
                                (a)   a
reference in that Part to a prescribed form is to be read as if it were a
reference to a form prescribed by the Minister for the purposes of this Act,
and
                                (b)   a reference in that Part to a distributing
corporation is to be read as if it were a reference to a reporting issuer.
1991 cL‑26.5 s99
Application of Business
Corporations Act
100 Part 16 of the Business Corporations Act, except section 195(3) of that Act,
applies with respect to a provincial corporation as if it were a corporation
within the meaning of that Act, and a reference in that Part to a section in
that Act, other than to a section in that Part, is deemed to be a reference to
the corresponding section in this Act that deals with the same subject‑matter.
1991 cL‑26.5 s100
Part 6
Directors and Officers
Directors
101(1) The directors shall manage the business and
affairs of a provincial corporation.
(2) A
provincial corporation shall have at least 5 directors.
(3) Subject to section 109, a provincial
corporation may by special resolution increase or decrease the number of
directors or the minimum or maximum number of directors, but not so as to
shorten the term of an incumbent director or to reduce the number of directors
to fewer than 5.
1991 cL‑26.5 s101
Bylaws
102(1) Unless the instrument of incorporation, this
Act or the bylaws otherwise provide, the directors may, by resolution, make,
amend or repeal bylaws that regulate the business or affairs of a provincial
corporation.
(2) Where
a bylaw is made, amended or repealed under subsection (1), the directors shall
submit the bylaw, amendment or repeal to the shareholders at the next meeting
of shareholders, and the shareholders shall confirm, reject or amend the bylaw,
amendment or repeal.
(3) Where
a bylaw is made, amended or repealed under subsection (1), the bylaw, 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 bylaw is confirmed or confirmed as amended, it continues in effect in
the form in which it was confirmed.
(4) If
a bylaw or an amendment or repeal of a bylaw is rejected by the shareholders,
or if the directors do not submit the bylaw, amendment or repeal to the
shareholders as required under subsection (2), the bylaw, amendment or repeal
ceases to be effective on the date on which it is rejected 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 bylaw having substantially the same purpose or effect is effective until it
is confirmed or confirmed as amended by the shareholders.
(5) If a shareholder proposal to make, amend or repeal
a bylaw is made in accordance with section 86 and is adopted by shareholders at
a meeting, the bylaw, amendment or repeal is effective from the date of its
adoption and requires no further confirmation.
1991 cL‑26.5 s102
Unaffiliated directors
103(1) In this section, “significant borrower� means
                                (a)   an
entity that has outstanding indebtedness for money borrowed from the provincial
corporation and from any affiliate of the provincial corporation in an
aggregate principal amount that exceeds a prescribed amount, and
                                (b)   an
individual who has outstanding indebtedness for money borrowed from the
provincial corporation and from any affiliate of the provincial corporation,
other than a loan secured by a mortgage on the principal residence of that
person, in an aggregate principal amount that exceeds a prescribed amount.
(2) Not
more than 1/3 of the directors of a provincial corporation may be persons who
are, or within the preceding 2 years have been, remunerated officers or
employees of the corporation or any of its affiliates.
(3) At
least 1/3 of the directors of a provincial corporation shall be unaffiliated
directors.
(4) An
individual is not eligible to be an unaffiliated director of a provincial
corporation for the purposes of subsection (3) if the individual
                                (a)   holds
or beneficially owns more than 5% of the issued and outstanding voting shares
of the corporation or of any of its affiliates,
                                (b)   is
an officer or employee of the corporation or any of its affiliates or has been
an officer or employee of the corporation or any of its affiliates within 2
years of the date on which the individual would become or became a director,
                                (c)   holds
or beneficially owns
                                          (i)   10% or more of the issued and outstanding voting shares of a
significant borrower that is a body corporate, or
                                         (ii)   a 10% or greater interest in a significant borrower that is an
entity other than a body corporate,
                                (d)   is
a significant borrower or a director, officer or employee of a significant
borrower,
                                (e)   has
a loan from the corporation that is more than a prescribed number of days in
arrears of repayment of principal or interest,
                                 (f)   is
a director, officer or employee of an entity that has a loan from the
corporation that is in arrears within the meaning of clause (e),
                                (g)   is
the spouse or adult interdependent partner of an individual described in clause
(a), (b), (c), (d), (e) or (f),
                                (h)   is
a relative of an individual described in clause (a), (b), (c), (d), (e) or (f)
who has the same home as the individual, or
                                 (i)   is a professional advisor to the
corporation.
RSA 2000 cL‑20
s103;2002 cA‑4.5 s51
Residency
104 At least 3/4 of the directors of a provincial
corporation must be ordinarily resident in Canada.
1991 cL‑26.5 s104
Persons disqualified
from being a director
105(1) The following persons are disqualified from
being or remaining as directors of a provincial corporation:
                                (a)   a
person who is not an individual;
                                (b)   an
individual who is less than 18 years of age;
                                (c)   an
individual who
                                          (i)   is a dependent adult as defined in the Dependent Adults Act or is the subject of a certificate of
incapacity under that Act,
                                         (ii)   is a formal patient as defined in the Mental Health Act, or
                                        (iii)   has been found to be a person of unsound mind by a court
elsewhere than in Alberta;
                                (d)   an
individual who has the status of bankrupt;
                                (e)   an
individual who is a director of a corporation that is not affiliated with the
provincial corporation of which the individual is or wishes to become a
director;
                                 (f)   an
individual who, within the immediately preceding 5 years,
                                          (i)   has been convicted of an indictable offence that is of a kind
that is related to the qualifications, functions or duties of a corporate
director, and either the time for making an appeal has expired without an
appeal having been made or the appeal has been finally disposed of by the
courts, or
                                         (ii)   has been convicted of an offence against this Act;
                                (g)   an
individual who is disqualified by, or fails to meet any other qualification
requirements of, the bylaws.
(2) Subsection (1)(e) does not prevent a director
of a corporation that is in the process of amalgamating with a provincial
corporation from being a director of the provincial corporation.
1991 cL‑26.5 s105
Consent to election or
appointment
106(1) A person who is elected or appointed a director
of a provincial corporation is not a director unless
                                (a)   that
person was present at the meeting when that person was elected or appointed and
did not refuse to act as a director, or
                                (b)   if
that person was not present at the meeting when that person was elected or
appointed,
                                          (i)   that person consented to act as a director in writing before that
person’s election or appointment or within 10 days after it, or
                                         (ii)   that person has acted as a director pursuant to the election or
appointment.
(2) A person who is elected or appointed as a
director and refuses under subsection (1)(a) or fails to consent or act under
subsection (1)(b) is deemed not to have been elected or appointed as a
director.
1991 cL‑26.5 s106
Shareholding not
required
107 Unless the instrument of incorporation or the
bylaws otherwise provide, a director of a provincial corporation is not
required to hold shares issued by the corporation.
1991 cL‑26.5 s107
Election and appointment
of directors
108(1) The shareholders of a provincial corporation
shall elect, at each annual meeting of shareholders, directors to hold office
for a term expiring not later than the close of the next annual meeting of
shareholders following the election.
(2) A
director ceases to hold office at the close of the first annual meeting of
shareholders following the election of the director.
(3) Notwithstanding
this section, if directors are not elected at a meeting of shareholders, the
incumbent directors continue in office until their successors are elected.
(4) If
a meeting of shareholders fails to elect the number of directors required by
the bylaws or by section 101(2) by reason of the disqualification, incapacity
or death of one or more candidates, the directors elected at that meeting, if
they constitute a quorum, may exercise all the powers of the directors of the
provincial corporation pending the holding of a meeting of shareholders in
accordance with section 114(2).
(5) On the election of a director, the provincial
corporation shall give notice of the election to the Minister in the prescribed
form.
1991 cL‑26.5 s108
Cumulative voting
109(1) Where the bylaws provide for cumulative voting,
                                (a)   the
bylaws shall require a fixed number and not a minimum and maximum number of
directors,
                                (b)   each
shareholder entitled to vote at an election of directors has the right to cast
a number of votes equal to the number of votes attached to the shares held by
the shareholder multiplied by the number of directors to be elected, and may
cast all of those votes in favour of one candidate or distribute them among the
candidates in any manner,
                                (c)   a
separate vote of shareholders shall be taken with respect to each candidate
nominated for director unless a resolution is passed unanimously permitting 2
or more persons to be elected by a single resolution,
                                (d)   if
a shareholder has voted for more than one candidate without specifying the
distribution of votes among the candidates, the shareholder is deemed to have
distributed the votes equally among the candidates for whom the shareholder
voted,
                                (e)   if
the number of candidates nominated for director exceeds the number of positions
to be filled, the candidates who receive the least number of votes shall be
eliminated until the number of candidates remaining equals the number of
positions to be filled,
                                 (f)   each
director ceases to hold office at the close of the first annual meeting of
shareholders following the election of the director,
                                (g)   a
director may not be removed from office if the votes cast against removal would
be sufficient to elect a director if they were voted cumulatively at an
election at which the same total number of votes were cast and the number of
directors required by the bylaws were being elected, and
                                (h)   the
number of directors required by the bylaws may not be decreased if the votes
cast against the motion to decrease would be sufficient to elect a director if
they were voted cumulatively at an election at which the same total number of
votes were cast and the number of directors required by the bylaws were being
elected.
(2) Where the bylaws of a provincial corporation
provide for cumulative voting, no holders of any class of shares of the
corporation shall have an exclusive right to elect one or more directors.
1991 cL‑26.5 s109
Ceasing to hold office
110(1) A director of a provincial corporation ceases
to hold office when the director
                                (a)   dies
or resigns,
                                (b)   is
removed in accordance with section 111, or
                                (c)   becomes
disqualified under section 105.
(2) A
resignation of a director becomes effective at the time a written resignation
is received by the provincial corporation or at the time specified in the
resignation, whichever is later.
(3) On receipt of the resignation of a director,
the provincial corporation shall send notice of the resignation to the Minister
together with a copy of any statement submitted under section 112(2) or (3).
1991 cL‑26.5 s110
Removal of directors
111(1) Subject to section 109, the shareholders of a
provincial corporation may by ordinary resolution at an annual or special
meeting remove any director from office.
(2) Where
the holders of any class or series of shares of a provincial corporation have
an exclusive right to elect one or more directors, a director so elected may be
removed only by resolution at a meeting of the shareholders of that class or
series.
(3) Subject to section 109, a vacancy created by
the removal of a director may be filled at the meeting of the shareholders at
which the director is removed or, if not so filled, may be filled in accordance
with section 114.
1991 cL‑26.5 s111
Director’s statement
112(1) A director of a provincial corporation is
entitled to receive notice of and to attend and be heard at every meeting of
shareholders.
(2) A
director of a provincial corporation who
                                (a)   resigns,
                                (b)   receives
a notice or otherwise learns of a meeting of shareholders called for the
purpose of removing the director from office, or
                                (c)   receives
a notice or otherwise learns of a meeting of directors or shareholders at which
another person is to be appointed or elected to fill the office of director,
whether because of the director’s resignation or removal or because the
director’s term of office has expired or is about to expire,
may submit to the
corporation a written statement giving the reasons for the director’s
resignation or the reasons, if any, why the director opposes any proposed
action or resolution, as the case may be.
(3) Where
a director of a provincial corporation resigns because of a disagreement with
an action or omission of the board of directors or of the management of the
corporation and the director knows or believes that, as a result of the action
or omission,
                                (a)   the
corporation or any shareholder, director, officer or employee of the
corporation is or will be in contravention of this Act or the regulations,
the Criminal Code (Canada), the Securities Act or legislation of another
jurisdiction that is comparable to this Act or the Securities Act, or
                                (b)   there
has been or will be a change in the circumstances of the corporation that might
materially and adversely affect the financial position of the corporation,
the director shall
submit to the corporation a written statement giving the reasons for the
resignation.
(4) A
provincial corporation shall forthwith send a copy of the statement referred to
in subsection (2)
                                (a)   to
all other directors, and
                                (b)   unless
the directors of the provincial corporation consider on reasonable grounds that
sending the statement would materially and adversely affect the financial
viability of the provincial corporation, to every shareholder entitled to
receive notice of a meeting referred to in subsection (1).
(5) Where
the directors decide, under subsection (4)(b), not to send a copy of the
statement to the shareholders, they shall forthwith notify the Minister in
writing to that effect, and the Minister may, notwithstanding that decision,
order the provincial corporation to send the statement to the shareholders.
(6) No
provincial corporation or person acting on its behalf incurs any liability by
reason only of circulating a director’s statement in compliance with subsection
(4).
(7) A
person who in good faith submits a statement under subsection (3) shall not be
liable in any civil action arising out of the statement.
(8) A
director who resigns as director of a provincial corporation shall forthwith
give notice to the Minister of the resignation together with a copy of any
written statement given under this section.
(9) Forthwith on receipt of the written request of
the Minister, a director who gives a notice under subsection (8) shall provide
the Minister with any information related to the resignation that is asked for
in the request.
1991 cL‑26.5 s112
Notice of change of
directors
113(1) A provincial corporation shall send to the Minister
notice in the prescribed form of any change in the membership of its board of
directors within 15 days after the effective date of the change.
(2) Where a provincial corporation contravenes
subsection (1), the Minister or any interestedÂ
person may apply to the Court for an order requiring the corporation to
send the notice to the Minister, and the Court may so order and may make any
other order it considers appropriate.
1991 cL‑26.5 s113
Filling vacancies
114(1) Subject to subsections (3) and (4), a quorum of
directors may fill a vacancy among the directors, except a vacancy resulting
from
                                (a)   an
increase in the number or minimum number of directors, or
                                (b)   a
failure to elect the number or minimum number of directors required to be
elected by section 101(2) or the bylaws.
(2) If
there is not a quorum of directors, or if there has been a failure to elect the
number or minimum number of directors required by section 101(2) or the bylaws,
the directors then in office shall forthwith call a special meeting of
shareholders to fill the vacancy, and if they fail to call a meeting or if
there are no directors then in office, any shareholder may call the meeting.
(3) Where
the holders of any class or series of shares of a provincial corporation have
an exclusive right to elect one or more directors and a vacancy occurs among
those directors,
                                (a)   subject
to subsection (4), the remaining directors elected by that class or series may
fill the vacancy, except a vacancy resulting from an increase in the number or
minimum number of directors for that class or series or from a failure to elect
the number or minimum number of directors for that class or series, or
                                (b)   if
there are no such remaining directors, any holder of shares of that class or
series may call a meeting of the holders of those shares for the purpose of
filling the vacancy.
(4) The
bylaws may provide that a vacancy among the directors shall be filled only by
                                (a)   a
vote of the shareholders, or
                                (b)   a
vote of the holders of any class or series of shares having an exclusive right
to elect one or more directors, if the vacancy occurs among the directors
elected by that class or series.
(5) A director appointed or elected to fill a
vacancy holds office for the unexpired term of the director’s predecessor.
1991 cL‑26.5 s114
Meetings of directors
115 Unless the bylaws of a provincial corporation
otherwise provide, the directors may meet at any place and on any notice they
determine.
1991 cL‑26.5 s115
Meeting called by
Minister
116(1) Where in the Minister’s opinion it is
necessary, the Minister may, by notice in writing, require a provincial
corporation to hold a meeting of directors to consider the matters set out in
the notice.
(2) The Minister may attend and be heard at a
meeting referred to in subsection (1).
1991 cL‑26.5 s116
Meetings called by board
117 In addition to any provision in the bylaws for
calling meetings of directors, a quorum of the directors may, at any time, call
a meeting of the directors for the transaction of any business the general
nature of which is specified in the notice calling the meeting.
1991 cL‑26.5 s117
Notice of meeting
118(1) Subject to the bylaws, notice of the time and
place for the holding of the meeting called under section 117 shall be given to
each director by sending the notice at least 10 days before the date of the meeting to the last address
of the director as shown on the records of the provincial corporation.
(2) A director may in any manner waive a notice of
a meeting of directors, and attendance of a director at a meeting of directors
is a waiver of notice of the meeting except where the director attends the
meeting for the express purpose of objecting to the transaction of any business
on the ground that the meeting is not lawfully called.
1991 cL‑26.5 s118
Adjourned meetings
119 Notice of an adjourned meeting of directors is
not required to be given if the time and place of the adjourned meeting is
announced at the original meeting.
1991 cL‑26.5 s119
Meeting by electronic
means
120 A director may participate in a meeting of
directors by means of telephone or other communication devices that permit all
persons participating in the meeting to hear each other if
                                (a)   the
bylaws so provide, or
                                (b)   subject
to the bylaws, all the directors participating in the meeting consent,
and a director participating in a meeting by those means is
deemed for the purposes of this Act to be present at that meeting.
1991 cL‑26.5 s120
Quorum
121(1) Subject to the bylaws and this section, a
majority of the number of directors appointed or elected constitutes a quorum
at any meeting of directors.
(2) At
least one of the directors present at a meeting of directors must be an
unaffiliated director.
(3) Subject to the instrument of incorporation and
the bylaws, where there is a vacancy on the board of directors, the remaining
directors may exercise all the powers of the board so long as a quorum of the
board remains in office.
1991 cL‑26.5 s121
Resident Canadian
requirement
122(1) Directors shall not transact business at a
meeting of directors unless a majority of the directors present are ordinarily
resident in Canada.
(2) Notwithstanding
subsection (1), directors may transact business at a meeting of directors when
fewer than a majority of the directors present are ordinarily resident in
Canada if
                                (a)   a
director who is ordinarily resident in Canada and who is unable to be present
approves in writing or by telephone or other communication device the business
transacted at the meeting, and
                                (b)   the number of directors who are ordinarily
resident in Canada and are present at the meeting, together with any director
who gives the director’s approval under clause (a), totals a majority of the
directors present at the meeting.
1991 cL‑26.5 s122
Majority vote
123 The concurrence of a majority of the directors
present at a meeting of the directors is necessary to pass any resolution.
1991 cL‑26.5 s123
Executive committee
124(1) The shareholders of a provincial corporation
may, by special resolution and subject to subsection (2), authorize the
directors to delegate any of their powers to an executive committee consisting
of not fewer than 3 persons to be appointed by the directors from their number.
(2) No
executive committee has authority to
                                (a)   submit
to the shareholders any question or matter requiring the approval of the
shareholders,
                                (b)   fill
a vacancy among the directors or in the office of auditor,
                                (c)   issue
securities except in the manner and on the terms authorized by the directors,
                                (d)   declare
dividends,
                                (e)   purchase,
redeem or otherwise acquire shares issued by the provincial corporation, except
in the manner and on the terms authorized by the directors,
                                 (f)   authorize
the payment of a commission under section 71,
                                (g)   approve
a management proxy circular,
                                (h)   approve
any financial statements under section 158,
                                 (i)   adopt,
amend or repeal bylaws, or
                                 (j)   approve the written procedures described in
section 175 or 197.
1991 cL‑26.5 s124
Officers
125(1) The directors of a provincial corporation shall
elect from among themselves a chair of the board.
(2) The
directors of a provincial corporation
                                (a)   may
designate the offices of the corporation and may appoint officers to those
offices and specify their duties, and
                                (b)   may
delegate to the officers of the corporation the power to manage the business
and affairs of the corporation.
(3) The
directors shall not delegate to the officers of the provincial corporation any
power that, under section 124(2), cannot be exercised by an executive
committee.
(4) Where the regulations prescribe qualifications
for appointment as an officer, the directors shall not appoint a person who
does not have those qualifications.
1991 cL‑26.5 s125
Delegation of fiduciary
powers
126(1) Notwithstanding any law related to fiduciaries,
the shareholders of a provincial trust corporation, by special resolution, may
authorize the directors to delegate to the chief executive officer any powers
of the corporation under a deed, will or other document creating a trust, and
such a delegation may authorize the chief executive officer to further delegate
any such powers to any other officer or officers of the corporation.
(2) The
exercise of a power by a person to whom it is delegated under subsection (1)
constitutes an exercise of the power by the provincial trust corporation.
(3) Before
any powers are delegated pursuant to a special resolution described in
subsection (1), the provincial trust corporation shall establish written
procedures related to the exercise of the powers by a delegate.
(4) The
procedures referred to in subsection (3) shall be developed by the investment
committee and shall be reviewed at least once each year by the investment
committee.
(5) The
investment committee shall report on its review under subsection (4) and shall
give its recommendations, if any, with respect to the procedures referred to in
subsection (3) to the board of directors.
(6) The
procedures referred to in subsection (3) shall be subject to the approval of
the board of directors and, on receipt of recommendations from the investment
committee, the board shall review the procedures and make any changes it
considers to be necessary.
(7) This section applies to an extra‑provincial
trust corporation with respect to the delegation of powers under any deed, will
or other document creating a trust governed by the law of Alberta if the
corporation is not prevented by the law of the jurisdiction in which it is
incorporated from making that delegation.
1991 cL‑26.5 s126
Committees
127(1) The directors of a provincial corporation shall
appoint from their number an audit committee, a conduct review committee and an
investment committee to carry out the duties and exercise the powers imposed or
conferred on them by this Act and the regulations.
(2) Each
committee appointed under subsection (1) shall consist of at least 3 members,
and at least 2/3 of the members on the audit committee and the conduct review
committee shall be unaffiliated directors.
(3) A committee appointed under subsection (1)
shall not transact any business at a meeting unless a majority of the members
present at the meeting are unaffiliated directors.
1991 cL‑26.5 s127
Irregularities
128 An act of the board of directors, a committee, a
director or an officer of a provincial corporation is valid notwithstanding
                                (a)   an
irregularity in the election or appointment, or
                                (b)   a
defect in the qualifications
of a director or officer.
1991 cL‑26.5 s128
Resolution instead of
meeting
129(1) A resolution in writing signed by all the
directors of a provincial corporation entitled to vote on that resolution at a
meeting of directors or a committee of directors is as valid as if it had been
passed at a meeting of directors or a committee of directors.
(2) A
resolution in writing dealing with all matters required by this Act to be dealt
with at a meeting of directors or a committee of directors of a provincial
corporation and signed by all the directors entitled to vote at that meeting
satisfies all the requirements of this Act relating to meetings of directors or
committees of directors.
(3) A provincial corporation shall keep a copy of
every resolution referred to in subsections (1) and (2) with the minutes of the
proceedings of the directors or committee of directors.
1991 cL‑26.5 s129
Disclosure of interest
130(1) This section applies to a director or officer
of a provincial corporation who
                                (a)   is
required by section 176 to make a disclosure, or
                                (b)   is
a director or officer of, or holds or beneficially owns 10% or more of the
issued and outstanding shares of, a body corporate that is or is to be a party
to a material contract or proposed material contract with the provincial
corporation, whether or not other persons are or will also be parties to the
contract.
(2) A
director or officer described in subsection (1) shall, forthwith after becoming
aware of the facts that bring the director or officer within the application of
subsection (1), disclose in writing to the provincial corporation in detail,
and request to have entered in the minutes of a board meeting, the nature of
the transaction, guarantee or material contract, the nature and extent of the
director’s or officer’s relationship with it and with any person referred to in
subsection (1)(b) and the interest of any such person in the material contract.
(3) The
director or officer shall not
                                (a)   vote
or attempt in any way to influence the voting on any resolution to approve the
transaction, guarantee or material contract, or
                                (b)   be
present while the subject‑matter of the resolution is being discussed or
the vote is being conducted.
(4) Where
the director or officer complies with subsection (2) and the transaction,
guarantee or material contract is approved by resolution of the board, is
reasonable and fair to the provincial corporation or the subsidiary at the time
it is so approved and does not contravene Part 10,
                                (a)   the
transaction, guarantee or material contract is neither void nor voidable by
reason only of the circumstances bringing the director or officer within the
application of subsection (1), or by reason only that the director or officer
was present at or was counted to determine the presence of a quorum at any
meeting that authorized the transaction, guarantee or material contract, and
                                (b)   if
a profit accrues to the director or officer as a result of the making of the
transaction, guarantee or material contract, the director or officer is not
liable to account to the provincial corporation for that profit by reason only
of the circumstances bringing the director or officer within the application of
subsection (1).
(5) If
a person who is required to comply with this section fails to do so, the Court
may, on the application of the provincial corporation or a shareholder of the
corporation, set aside the transaction on any terms it thinks fit.
(6) Nothing in this section entitles any person to
enter into any transaction into which the person is not otherwise legally
entitled to enter.
1991 cL‑26.5 s130
Liability of directors
and others
131(1) Directors of a provincial corporation who vote
for or consent to a resolution authorizing the issue of a share for a
consideration other than money are jointly and severally liable to the
corporation to make good any amount by which the consideration received is less
than the fair equivalent of the money that the corporation would have received
if the share had been issued for money on the date of the resolution.
(2) Subsection
(1) does not apply if the shares are, on allotment, held in escrow pursuant to
an escrow agreement required by the Executive Director and are surrendered for
cancellation pursuant to that agreement.
(3) A
director is not liable under subsection (1) if the director proves that the
director did not know and could not reasonably have known that the share was
issued for a consideration less than the fair equivalent of the money that the
provincial corporation would have received if the share had been issued for
money.
(4) Directors
of a provincial corporation who vote for or consent to a resolution authorizing
                                (a)   an
investment, transaction or guarantee that is contrary to Part 9, 10 or 11 and
involves any payment or distribution of property by the provincial corporation,
                                (b)   a
purchase, redemption or other acquisition of shares contrary to section 63, 64
or 65,
                                (c)   a
reduction in the stated capital of the corporation contrary to section 67,
                                (d)   the
payment of a commission contrary to section 71,
                                (e)   the
payment of a dividend contrary to section 72,
                                 (f)   the
payment of an indemnity contrary to section 135,
                                (g)   a
payment to a shareholder contrary to an order under section 293,
                                (h)   a
payment contrary to section 25, or
                                 (i)   any
other payment to a shareholder, director or officer the effect of which is to
reduce the capital base of the corporation to an amount that is less than that
required under this Act,
are jointly and
severally liable to restore to the corporation any amounts so paid and the
value of any property so distributed and not otherwise recovered by it.
(5) A
director is not liable under subsection (4)(a) if the director proves that the
director did not know and could not reasonably have known that the investment,
transaction or guarantee was contrary to Part 9, 10 or 11.
(6) A
director who has satisfied a judgment rendered under this section is entitled
to contribution from the other directors who voted for or consented to the
unlawful act on which the judgment was founded.
(7) If
money or property of a provincial corporation is paid or distributed to a
shareholder or other recipient contrary to any of the provisions referred to in
subsection (4), the corporation, any director or shareholder of the
corporation, or any person who was a creditor of the corporation at the time of
the payment or distribution, is entitled to apply to the Court for an order
under subsection (8).
(8) On
an application under subsection (7), the Court may, if it is satisfied that it
is equitable to do so, do any or all of the following:
                                (a)   order
a shareholder or other recipient to restore to the provincial corporation any
money or property that was paid or distributed to the shareholder or other
recipient contrary to any of the provisions referred to in subsection (4);
                                (b)   order
the provincial corporation to return or issue shares to a person from whom the
corporation has purchased, redeemed or otherwise acquired shares;
                                (c)   make
any further order it considers appropriate.
(9) A
director who relies in good faith on
                                (a)   financial
statements of the provincial corporation represented to the director by an
officer of the corporation or in a written report of the auditor of the
corporation as fairly reflecting the financial condition of the corporation, or
                                (b)   an
opinion or report of a professional advisor
is not liable under
this section or section 132.
(10) No action under subsection (1) or (4) shall be
commenced more than 2 years after the facts on which the action is based first
came to the attention of the plaintiff.
1991 cL‑26.5
s131;1995 c28 s70
Duty of care of
directors and officers
132(1) Every director and officer of a provincial
corporation, in exercising powers and in discharging duties,
                                (a)   shall
act honestly and in good faith with a view to the best interests of the
corporation, and
                                (b)   shall
exercise the care, diligence and skill that a reasonably prudent person would
exercise under comparable circumstances.
(2) In
considering whether a particular transaction or course of action is in the best
interests of the provincial corporation,
                                (a)   a
director or officer shall have due regard to the interests of the depositors,
the shareholders and the persons for whom the corporation acts in a fiduciary
capacity, and
                                (b)   a
director who is elected or appointed by the holders of a class or series of
shares may give special, but not exclusive, consideration to the interests of
those holders.
(3) Every director and officer of a provincial
corporation shall comply with this Act and the regulations and the
corporation’s instrument of incorporation and bylaws.
1991 cL‑26.5 s132
Relief from duty
ineffective
133 No provision in a contract, the instrument of
incorporation, the bylaws or a resolution relieves a director or officer of a
provincial corporation from the duty to act in accordance with this Act and the
regulations or relieves the director or officer from liability for a breach of
either of them.
1991 cL‑26.5 s133
Dissent by director
134(1) A director of a provincial corporation who is
present at a meeting of directors or a committee of directors is deemed to have
consented to any resolution passed or action taken at the meeting unless the
director
                                (a)   requests
that the director’s abstention or dissent be, or the director’s abstention or
dissent is, entered in the minutes of the meeting,
                                (b)   sends
the director’s written dissent to the secretary of the meeting before the
meeting is adjourned,
                                (c)   sends
the director’s dissent by registered mail or delivers it to the principal
place of business of the corporation immediately after the meeting is
adjourned, or
                                (d)   otherwise
proves that the director did not consent to the resolution or action.
(2) A director who votes for or consents to a
resolution or action is not entitled to dissent under subsection (1).
1991 cL‑26.5 s134
Indemnification
135(1) Except in respect of an action by or on behalf
of the provincial corporation or body corporate to procure a judgment in its
favour, a provincial corporation may, by resolution of the board, indemnify a
present or former director or officer of the corporation or a person who acts
or acted at the corporation’s request as a director or officer of a body corporate
of which the corporation is or was a shareholder or creditor, and that person’s
heirs and legal representatives, against costs, charges and expenses, including
any amount paid to settle an action or satisfy a judgment, reasonably incurred
by that person with respect to a civil, criminal or administrative action or
proceeding to which that person is made a party by reason of holding that
person’s position if
                                (a)   that
person acted honestly, in good faith and with a view to the best interests of
the corporation, and
                                (b)   in
the case of a criminal or administrative action or proceeding that is enforced
by a monetary penalty, that person had reasonable grounds for believing that
the conduct was lawful.
(2) A
provincial corporation may, with the approval of the Court, indemnify a person
referred to in subsection (1) in respect of an action by or on behalf of the
corporation or body corporate to procure a judgment in its favour to which that
person is made a party by reason of holding that person’s position, against all
costs, charges and expenses reasonably incurred by that person in connection
with the action if that person fulfils the conditions set out in subsection
(1)(a) and (b).
(3) Notwithstanding
anything in this section, a person referred to in subsection (1) is entitled to
indemnity from the provincial corporation in respect of all costs, charges and
expenses reasonably incurred by the person with respect to the defence of any
civil, criminal or administrative action or proceeding to which the person is
made a party by reason of holding the person’s position if the person
                                (a)   was
substantially successful on the merits in the person’s defence of the action or
proceeding,
                                (b)   fulfils
the conditions set out in subsection (1)(a) and (b), and
                                (c)   is
fairly and reasonably entitled to indemnity.
(4) A
provincial corporation may purchase and maintain insurance for the benefit of
any person referred to in subsection (1) against any liability incurred by the
person
                                (a)   in
the person’s capacity as a director or officer of the corporation, except when
the liability relates to the person’s failure to act honestly and in good faith
with a view to the best interests of the corporation, or
                                (b)   in
the person’s capacity as a director or officer of another body corporate if the
person acts or acted in that capacity at the corporation’s request, except when
the liability relates to the person’s failure to act honestly and in good faith
with a view to the best interests of the body corporate.
(5) A
provincial corporation or a person referred to in subsection (1) may apply to
the Court for an order approving an indemnity under this section, and the Court
may so order and make any further order it considers appropriate.
(6) An
applicant under subsection (5) shall give the Minister notice of the
application, and the Minister is entitled to appear and be heard.
(7) On an application under subsection (5), the
Court may order notice to be given to any interested person, and that person is
entitled to appear and be heard in person or by counsel.
1991 cL‑26.5 s135
Remuneration of
directors
136(1) A provincial corporation shall make bylaws
respecting the remuneration of directors.
(2) Subject to the bylaws, a provincial corporation
may provide remuneration to its directors.
1991 cL‑26.5 s136
Records of meetings
137(1) A provincial corporation shall keep a record of
the total number of meetings of the directors and of the audit, conduct review
and investment committees and the number of meetings attended by each director.
(2) A provincial corporation shall send a summary
of the record kept under subsection (1) to the Minister and to each shareholder
with the notice of the annual meeting.
1991 cL‑26.5 s137
Part 7
Insider Trading
Definitions
138 In this Part,
                                (a)   “insider�
means, with respect to a provincial corporation,
                                          (i)   the corporation, in respect of the purchase or other acquisition
by it of shares issued by it or any of its affiliates,
                                         (ii)   a director or officer of the corporation,
                                        (iii)   a person who, with respect to at least 10% of the voting rights
attached to the voting shares of the corporation,
                                                (A)   beneficially owns voting shares carrying
those voting rights,
                                                 (B)   exercises control or direction over those
voting rights, or
                                                 (C)   beneficially owns voting shares carrying
some of those voting rights and exercises control or direction over the
remainder of those voting rights,
                                        (iv)   a person employed by the corporation or retained by it on a
professional or consulting basis,
                                         (v)   an affiliate of the corporation,
                                        (vi)   a person who receives specific confidential information from a
person described in this clause or in section 140 and who has knowledge that
the person giving the information is a person described in this clause or in
section 140, and
                                       (vii)   a person who receives specific confidential information from the
first‑mentioned person in subclause (vi) and who has knowledge that that
person received that knowledge in the manner described in that subclause;
                                (b)   “provincial corporation� does not include a
provincial corporation that is a reporting issuer.
1991 cL‑26.5 s138
Deemed insiders
139 For the purposes of this Part,
                                (a)   a
director or an officer of a body corporate that is an insider of a provincial
corporation is deemed to be an insider of the corporation,
                                (b)   a
director or an officer of a subsidiary of a provincial corporation is deemed to
be an insider of the corporation,
                                (c)   a
person is deemed to own beneficially shares beneficially owned by a body
corporate controlled by the person directly or indirectly, and
                                (d)   a body corporate is deemed to own
beneficially shares beneficially owned by its affiliates.
1991 cL‑26.5 s139
Deemed insiders
140(1) In this section, “business combination� means
an acquisition of all or substantially all the assets of one body corporate by
another or an amalgamation of 2 or more bodies corporate.
(2) For
the purposes of this Part,
                                (a)   if
a body corporate becomes an insider of a provincial corporation or enters into
a business combination with the corporation, a director or officer of the body
corporate is deemed to have been an insider of the corporation for the
preceding 6 months or for any shorter period during which that person was a
director or officer of the body corporate, and
                                (b)   if a provincial corporation becomes an
insider of a body corporate or enters into a business combination with a body
corporate, a director or an officer of the body corporate is deemed to have
been an insider of the corporation for the preceding 6 months or for any
shorter period during which that person was a director or officer of the body
corporate.
1991 cL‑26.5 s140
Civil liability of
insiders
141(1) An insider who sells to or purchases from a
shareholder of a provincial corporation or of any of its affiliates a security
of the corporation or of any of its affiliates and in connection with that sale
or purchase makes use of any specific confidential information for the
insider’s own benefit or advantage that, if generally known, might reasonably
be expected to affect materially the value of the security
                                (a)   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 in the
exercise of reasonable diligence should have been known to that person at the
time of the transaction, and
                                (b)   is
accountable to the corporation for any direct benefit or advantage received or
receivable by the insider as a result of the transaction.
(2) An action to enforce a right created by this
section may be commenced only within 2 years after the date of completion of
the transaction that gave rise to the cause of action.
1991 cL‑26.5 s141
Part 8
Auditors and Financial Statements
Qualifications of
auditor
142(1) A person is disqualified from being an auditor
of a provincial corporation unless the person
                                (a)   is
                                          (i)   an individual permitted by law to engage in an audit, otherwise
than under the direct supervision of another person, that is intended to be
relied on by third parties, or
                                         (ii)   a firm on whose behalf individuals referred to in subclause (i)
engage in such audits,
                                    and
                                (b)   is
independent of
                                          (i)   the corporation and its affiliates, and
                                         (ii)   the directors and officers of the corporation and its affiliates.
(2) For
the purposes of this section,
                                (a)   independence
is a question of fact, and
                                (b)   a
person is deemed not to be independent if
                                          (i)   the person, the person’s partner, the spouse or adult
interdependent partner of the person or partner, or a relative of, or a
relative of the spouse or adult interdependent partner of, the person or
partner who has the same home as the person or partner,
                                                (A)   is a partner, director or officer of the
provincial corporation or any of its affiliates,
                                                 (B)   beneficially owns or exercises control or
direction over any of the voting shares of the provincial corporation or any of
its affiliates, or
                                                 (C)   has been a receiver, a receiver and manager,
a liquidator or a trustee in bankruptcy of the provincial corporation or any of
its affiliates within 2 years of that person’s proposed appointment as auditor
of the corporation,
                                            or
                                         (ii)   the person or the person’s partner is an employee of the
provincial corporation or any of its affiliates.
(3) No
person shall be disqualified from acting as the auditor of a provincial
corporation solely on the ground that the person is a depositor in the
corporation.
(4) An
auditor who becomes disqualified under this section shall resign forthwith on
becoming aware of the disqualification.
(5) An interested person may apply to the Court for
an order declaring an auditor to be disqualified under this section and the
office of auditor to be vacant.
RSA 2000 cL‑20
s142;2002 cA‑4.5 s51
Appointment of auditor
143(1) The shareholders of a provincial corporation at
their first annual meeting shall appoint an auditor to hold office until the
close of the next annual meeting and, if the shareholders fail to do so, the
directors shall forthwith make the appointment.
(2) The
shareholders of a provincial corporation shall at each annual meeting appoint
an auditor to hold office until the close of the next annual meeting and, if an
appointment is not so made, the auditor in office continues in office until a
successor is appointed.
(3) The remuneration of the auditor may be fixed by
resolution of the shareholders or, if not so fixed, may be fixed by the
directors.
1991 cL‑26.5 s143
Auditor ceasing to hold
office
144(1) An auditor ceases to hold office when the
auditor
                                (a)   dies
or resigns, or
                                (b)   is
removed pursuant to section 145.
(2) A resignation of an auditor becomes effective
at the time a written resignation is received by the provincial corporation or
at the time specified in the resignation, whichever is later.
1991 cL‑26.5 s144
Removal of auditor
145(1) The shareholders of a provincial corporation
may by ordinary resolution at a special meeting remove the auditor from office,
other than an auditor appointed by the Court under section 148.
(2) A vacancy created by the removal of an auditor
may be filled at the meeting at which the auditor is removed or, if not so
filled, may be filled under section 146.
1991 cL‑26.5 s145
Filling vacancies
146(1) Subject to subsection (3), the directors shall
forthwith fill a vacancy in the office of auditor.
(2) If
there is not a quorum of directors, the directors then in office shall, within
21 days after a vacancy in the office of auditor occurs, call a special meeting
of shareholders to fill the vacancy, and if they fail to call a meeting or if
there are no directors, the meeting may be called by any shareholder.
(3) The bylaws of a provincial corporation may
provide that a vacancy in the office of auditor may be filled only by vote of
the shareholders.
1991 cL‑26.5 s146
Term of office
147 An auditor appointed to fill a vacancy holds
office for the unexpired term of the auditor’s predecessor.
1991 cL‑26.5 s147
Court-appointed auditor
148 If a provincial corporation does not have an
auditor, the Court may, on the application of a shareholder or, if the
corporation is a reporting issuer, the Executive Director, appoint an auditor
to hold office until an auditor is appointed by the shareholders, and fix the
remuneration of that auditor.
1991 cL‑26.5
s148;1995 c28 s70
Notice to Minister
149 A provincial corporation shall give notice to
the Minister forthwith on the appointment of a person as auditor or the
occurrence of a vacancy in the office of auditor.
1991 cL‑26.5 s149
Rights and liabilities
of auditor and former auditor
150(1) The auditor of a provincial corporation is
entitled to receive notice of every meeting of shareholders and, at the expense
of the corporation, may attend and be heard at any such meeting on matters
relating to the auditor’s duties as auditor.
(2) If
any director or shareholder of a provincial corporation, whether or not the
shareholder is entitled to vote at the meeting, gives written notice at least
10 days before a meeting of shareholders to the auditor or a former auditor of
the corporation, the auditor or former auditor shall attend the meeting at the
expense of the corporation and answer questions relating to the auditor’s
duties as auditor or the former auditor’s former duties as auditor, as the case
may be.
(3) A
director or shareholder who sends a notice referred to in subsection (2) shall
concurrently send a copy of the notice to the provincial corporation.
(4) An
auditor is not required to comply with subsection (2) where the audit committee
is satisfied that the request under subsection (2) is made primarily for the
purpose of enforcing a personal claim or redressing a personal grievance
against the provincial corporation or any of its directors, officers or
security holders, or for a purpose that is not related in any significant way
to the duties of the auditor.
(5) The
auditor is entitled to attend and be heard at meetings of the board of
directors on matters relating to the auditor’s duties as auditor.
(6) The
board of directors, the conduct review committee and the audit committee of a
provincial corporation shall give reasonable notice of their meetings to the
auditor.
(7) No
person shall accept an appointment or consent to be appointed as auditor of a
provincial corporation if the person is replacing an auditor who has resigned
or been removed, or whose term of office has expired or is about to expire,
until the person has requested and received from that auditor a written
statement of the circumstances surrounding and the reasons, in that auditor’s
opinion, for the replacement.
(8) Notwithstanding
subsection (7), a person who is otherwise qualified may accept appointment or
consent to be appointed as auditor of a provincial corporation if, within 15
days after making the request referred to in that subsection, the person does
not receive the statement.
(9) A
person receiving a statement under subsection (7) shall forthwith deliver a
copy of the statement to the Minister and, if no statement is received from the
auditor from whom a statement is requested within 15 days after making the
request, the person requesting the statement shall promptly give notice to the
Minister of that fact.
(10) Any interested person may apply to the Court
for an order declaring the office of auditor of a provincial corporation to be
vacant if the auditor fails to comply with subsection (7), unless subsection
(8) applies.
1991 cL‑26.5 s150
Auditor’s statement privileged
151(1) An auditor or former auditor who in good faith
makes an oral or written statement or report under this Act shall not be liable
in any civil action arising from the statement or report.
(2) Subsection (1) does not relieve an auditor or
former auditor from liability in connection with the auditor’s or former
auditor’s report on the financial statements referred to in section 156.
1991 cL‑26.5 s151
Auditor’s duty to examine
152(1) The auditor of a provincial corporation shall
conduct an audit of the financial statements of the corporation and its
subsidiaries for the preceding fiscal year and shall make the examination that
in the auditor’s opinion is necessary to enable the auditor to make the report
on them.
(2) On
the demand of the auditor of a provincial corporation, the present and former
directors, officers, employees and agents of the corporation and any of its
subsidiaries and holding bodies corporate, and the former auditors of the
corporation, its subsidiaries and holding bodies corporate, shall furnish any
                                (a)   information
and explanations, and
                                (b)   access
to records, documents, books, accounts and vouchers of the corporation or any
of its subsidiaries or holding bodies corporate
that are, in the
opinion of the auditor, necessary to enable the auditor to make the examination
and report referred to in subsection (1) and that the directors, officers,
employees, agents and former auditors are reasonably able to furnish.
(3) On
the demand of the auditor of a provincial corporation, the directors of the
corporation shall
                                (a)   to
the extent that they are reasonably able to do so, obtain from the present and
former directors, officers, employees, agents and auditors of any subsidiary or
holding body corporate of the corporation the information and explanations that
the present or former directors, officers, employees, agents or auditors are
reasonably able to furnish and that are, in the opinion of the auditor,
necessary to enable the auditor to make the examination and report referred to
in subsection (1), and
                                (b)   furnish the information and explanations so
obtained to the auditor.
1991 cL‑26.5 s152
Protection from
liability
153 A person who in good faith makes an oral or
written communication under section 152(2) or (3) shall not be liable in any
civil action arising from it.
1991 cL‑26.5 s153
Errors and misstatements
154(1) A director or an officer of a provincial
corporation shall forthwith notify the audit committee and the auditor, or the
former auditor if applicable, of any error or misstatement of which the
director or officer becomes aware in a financial statement that the auditor or
a former auditor has reported on, if the error or misstatement appears to the
director or officer to be material.
(2) If
the auditor or a former auditor of a provincial corporation is notified or
becomes aware of an error or misstatement in a financial statement on which the
auditor or former auditor has reported, and if in the auditor’s or former
auditor’s opinion the error or misstatement is material, the auditor or former
auditor shall inform each director and the Minister.
(3) When under subsection (2) the auditor or former
auditor informs the directors of an error or misstatement in a financial
statement, the directors shall prepare and issue revised financial statements
or otherwise inform the shareholders.
1991 cL‑26.5 s154
Auditor to report
changes
155(1) Where the auditor of a provincial corporation
considers that there has been a change in the circumstances of the corporation
or of any of its subsidiaries that might reasonably be expected to affect the
financial position of the corporation materially and adversely, the auditor
shall, in accordance with the regulations, forthwith report in writing to the
corporation’s audit committee and to the Minister what the auditor considers to
be the circumstances that constitute that change and why the auditor considers
that those circumstances constitute such a change.
(2) An auditor is not required to make a report
under this section unless the auditor becomes aware of the change or
contravention described in subsection (1) in the ordinary course of the
auditor’s duties as auditor.
1991 cL‑26.5 s155
Annual financial
statements
156(1) The directors of a provincial corporation shall
place before each annual meeting of shareholders
                                (a)   annual
financial statements of the provincial corporation for the fiscal year
preceding the annual meeting and the auditor’s report on them, and
                                (b)   any
other documents or information required by the corporation’s instrument of
incorporation or bylaws or by this Act or the regulations.
(2) Where, as a result of the application of
section 157, the financial statements required by subsection (1) are required
to be on a consolidated basis, subsection (1) shall be interpreted as also
requiring, where the provincial corporation is a holding body corporate or a
subsidiary, separate financial statements and auditor’s report in respect of
them.
1991 cL‑26.5 s156
Generally accepted
accounting principles and auditing standards
157(1) Subject to this Act, the regulations and any
order of the Minister under subsection (3),
                                (a)   with
respect to the preparation of the financial statements of a provincial
corporation, the provincial corporation and any other person responsible for
their preparation shall apply generally accepted accounting principles,
including the accounting recommendations of the Canadian Institute of Chartered
Accountants set out in the Handbook published by that Institute as amended from
time to time, and
                                (b)   with
respect to the auditor’s examination of the financial statements of a
provincial corporation for the purposes of the auditor’s report, and with
respect to the report itself, the auditor shall apply generally accepted
auditing standards, including the auditing recommendations contained in that
Handbook, as so amended.
(2) Notwithstanding
subsection (1)(a), the Minister may prescribe policies or rules that are to
apply with respect to the preparation of the financial statements of a
provincial corporation, and a person referred to in subsection (1) shall apply
those policies or rules accordingly.
(3) The
Minister may order a provincial corporation to apply or ensure that there are
applied any accounting principles, policies or rules that are specified or
referred to in the order instead of generally accepted accounting principles or
instead of policies or rules contained in regulations made with reference to
subsection (2).
(4) The
Minister may order a provincial corporation to ensure that its auditor
                                (a)   applies
any auditing procedures additional to those contained in generally accepted
auditing standards, or
                                (b)   prepares
any audit reports additional to the reports required by subsection (1)(b)
that are specified or
referred to in the order.
(5) The Regulations
Act does not apply to generally accepted accounting principles or auditing
standards, or to policies, rules or procedures specified or referred to in an
order under subsection (3) or (4).
1991 cL‑26.5 s157
Approval of annual
financial statements
158(1) The directors of a provincial corporation shall
approve the annual financial statements of the corporation, and the approval
shall be evidenced by the signature of 2 or more directors.
(2) One
of the directors signing the annual financial statements under subsection (1)
must be a member of the audit committee.
(3) A
provincial corporation shall not issue, publish or circulate copies of its
annual financial statements unless the financial statements are
                                (a)   approved
and signed in accordance with subsections (1) and (2), and
                                (b)   accompanied with the report of the auditor
of the corporation.
1991 cL‑26.5 s158
Copies of financial
statements ‑ provincial corporation
159(1) A provincial corporation shall, not less than
21 days before each annual meeting of shareholders or before the signing of a
resolution under section 95 instead of the annual meeting, send a copy of the
material referred to in section 156 to each shareholder, except to a
shareholder who has informed the corporation in writing that the shareholder
does not wish to receive a copy of it.
(2) Subject
to subsection (3), a provincial corporation shall, without charge, send or
deliver a copy of the material referred to in section 156 to every depositor of
the corporation who in writing requests a copy.
(3) Where as a result of the application of section
157 the annual financial statements referred to in section 156 are on a
consolidated basis, subsection (2), insofar as it applies to financial
statements, applies only to the consolidated financial statements.
1991 cL‑26.5 s159
Copies of financial
statements ‑ registered
extra-provincial corporation
160(1) Subject to subsection (2), a registered extra‑provincial
corporation shall, on the written request of a depositor of the corporation who
has a deposit in a branch of the corporation in Alberta, send or deliver a copy
of its most recent annual financial statements and auditor’s report to the
depositor without charge.
(2) Where the annual financial statements referred
to in subsection (1) are prepared on a consolidated basis, subsection (1)
applies only to the consolidated financial statements.
1991 cL‑26.5 s160
Duties of audit
committee
161(1) The audit committee of a provincial corporation
shall meet at least twice each year to review
                                (a)   any
annual financial statements distributed to the shareholders,
                                (b)   the
annual return of the corporation sent to the Minister under section 46,
                                (c)   matters
under section 150(4),
                                (d)   all
reports of the auditor under section 155, and
                                (e)   any
reports or transactions required by the regulations to be reviewed by the audit
committee.
(2) In
the case of statements and returns that under this Act must be approved by the
board of directors of a provincial corporation, the audit committee shall
report to the board on those statements and returns before the approval is
given.
(3) The
auditor of a provincial corporation is entitled to attend and be heard at all
meetings of the audit committee and shall attend at least one of its meetings
each year.
(4) The auditor, a member of the audit committee or
a director may call a meeting of the audit committee at any time.
1991 cL‑26.5 s161
Part 9
Restricted Party Transactions
Interpretation
162(1) This Part does not apply to a provincial trust
corporation whose registration is subject to a term, condition or restriction
prohibiting it from carrying on the deposit‑taking business, except to
the extent that this Part is made applicable by the regulations.
(2) In
this Part, “guarantee� includes an acceptance, indemnity, letter of credit,
endorsement or standby letter of credit, repurchase agreement or similar
arrangement issued or made by a provincial corporation or its subsidiary on
behalf of a restricted party of the provincial corporation.
(3) For
the purposes of this Part, a transaction, guarantee or investment is made or
entered into if an existing transaction, guarantee or investment, including one
made or entered into before January 16, 1992, is modified, added to, extended
or renewed.
(4) Where
a transaction is required by or under this Part to be at fair market rate, that
requirement is satisfied, subject to subsection (5), if the transaction is not
at fair market rate but is at a rate and terms that are more financially
advantageous to the provincial corporation or subsidiary than actual fair
market rate.
(5) Subsection (4) does not apply where the
transaction is between a provincial corporation or its subsidiary and an
affiliate of the corporation.
1991 cL‑26.5 s162
Designation of
restricted party
163(1) For the purposes of this Part, the Minister may
                                (a)   designate
any person as a restricted party of a provincial corporation if the Minister is
of the opinion that
                                          (i)   the person is acting or has acted jointly or in concert with a
restricted party of the corporation with respect to the entering into of a
transaction, guarantee or investment that would be prohibited or restricted
under this Part if entered into by or with respect to the restricted party, or
                                         (ii)   there exists or has existed between the person and the
corporation an interest or relationship that might reasonably be expected to
affect or that has affected the exercise by the corporation of its best
judgment with respect to a transaction, guarantee or investment,
                                    and
                                (b)   designate
as restricted parties of a provincial corporation 2 or more persons who have
agreed, pursuant to any agreement, commitment or understanding, whether formal
or informal, oral or written, to act jointly or in concert in respect of
                                          (i)   shares of the corporation that they beneficially own,
                                         (ii)   shares or ownership interests that they beneficially own of any
entity that beneficially owns shares of the corporation, or
                                        (iii)   shares or ownership interests that they beneficially own of any
entity that controls any entity that beneficially owns shares of the
corporation.
(2) Without
limiting the generality of subsection (1)(b), any agreement, commitment or
understanding by or between 2 or more persons referred to in subsection (1)(b)
                                (a)   whereby
any of them or their nominees may veto any proposal put before the board of
directors of the corporation, or
                                (b)   pursuant
to which no proposal put before the board of directors of the corporation may
be approved except with the consent of any of them or their nominees,
is deemed to be an
agreement, commitment or understanding referred to in subsection (1)(b).
(3) For
the purposes of subsection (1)(b), persons shall not be presumed to have agreed
to act jointly or in concert solely by reason of the fact that
                                (a)   one
is the proxyholder of one or more of the others in respect of shares or
ownership interests referred to in subsection (1)(b), or
                                (b)   they
vote the voting rights attached to shares or ownership interests referred to in
subsection (1)(b) in the same manner.
(4) On application by the restricted party or the
provincial corporation affected by a designation made under subsection (1), the
Minister may revoke the designation.
1991 cL‑26.5 s163
Prohibited transactions,
guarantees and investments
164(1) Except as provided in this Act,
                                (a)   no
provincial corporation or its subsidiary shall, directly or indirectly, enter
into any transaction with a restricted party of the corporation,
                                (b)   no
restricted party of a provincial corporation shall, directly or indirectly,
enter into any transaction with the corporation or its subsidiary,
                                (c)   no
provincial corporation or its subsidiary shall, directly or indirectly, enter
into any guarantee on behalf of a restricted party of the corporation, and
                                (d)   no
provincial corporation or its subsidiary shall, directly or indirectly, make an
investment in any securities of a restricted party of the corporation.
(2) This
Part does not apply to
                                (a)   the
payment of remuneration
                                          (i)   to the auditor of a provincial corporation, or
                                         (ii)   to the directors of a provincial corporation or its subsidiary if
the remuneration has been approved by the shareholders of the corporation or
subsidiary,
                                    or
                                (b)   the granting of indemnification in
accordance with section 135.
1991 cL‑26.5 s164
Person previously a restricted
party
165(1) No provincial corporation or its subsidiary
shall, directly or indirectly, during the 12‑month period after a person
ceases to be a restricted party of the corporation,
                                (a)   enter
into any transaction with,
                                (b)   enter
into any guarantee on behalf of, or
                                (c)   make
an investment in any securities of
that person that would
have been prohibited or that would have required the prior approval of the
board of directors of the corporation had that person been a restricted party
of the corporation at the time of the transaction, guarantee or investment,
unless the proposed transaction, guarantee or investment has been authorized by
the board of directors of the corporation and is at fair market rate.
(2) A
person referred to in subsection (1) shall disclose in writing to the
provincial corporation the nature of the person’s interest in that transaction,
guarantee or investment forthwith after becoming aware of the facts that bring
the person within the application of that subsection.
(3) The board of directors of the provincial
corporation shall ensure that a disclosure under subsection (2) is entered in
the minutes of the first board meeting held after the making of the disclosure.
1991 cL‑26.5 s165
Type of approval
required
166 Where this Part requires that a transaction,
guarantee or investment have the prior approval of the board of directors of a
provincial corporation, the approval must be given in writing and in accordance
with procedures established under section 175, and the approval may be given
with respect to a specific transaction, guarantee or investment or with respect
to a class of transactions, guarantees or investments.
1991 cL‑26.5 s166
Board approval required ‑
general
167 Subject to the prior approval of the board of
directors of a provincial corporation, the corporation or its subsidiary may
                                (a)   enter
into a written contract with a restricted party for the provision of management
services to or by the corporation or subsidiary if it is reasonable that the
corporation or the subsidiary obtain or supply the services, and so long as the
consideration is reasonable for the services provided and is at fair market
rate,
                                (b)   enter
into a written lease of real estate or personal property with a restricted
party so long as
                                          (i)   the rent is at fair market rate,
                                         (ii)   the term of the lease and all renewals does not exceed
                                                (A)   5 years in the case of a lease of personal
property, or
                                                 (B)   20 years in the case of a lease of real
estate,
                                            and
                                        (iii)   the terms of the lease are otherwise competitive and reasonable,
                                (c)   enter
into a written contract with a restricted party at fair market rate for pension
and benefit plans, stock options, incentive benefits and other reasonable
commitments incidental to employment,
                                (d)   enter
into a written contract with a restricted party respecting the provision of
goods or services, or providing for a networking arrangement for the provision
of goods and services, other than management services, so long as the price
paid for those goods or services is at fair market rate and the term of the
contract and all renewals does not exceed 5 years in total,
                                (e)   acquire
from or sell to a restricted party prescribed securities, other than securities
issued by the restricted party, so long as the transaction is at fair market
rate,
                                 (f)   acquire
beneficial ownership of shares of a body corporate as permitted by section
207(4),
                                (g)   make
a loan to or guarantee the obligations of an entity, other than a financial
institution, in which the corporation beneficially owns shares as permitted by
section 207(4), if the loan or guarantee is at fair market rate and meets
prescribed conditions, and
                                (h)   enter into any other transaction that the
regulations permit it to enter into with the prior approval of the board of
directors of the corporation.
1991 cL‑26.5 s167
Board approval not
required ‑ general
168(1) A provincial corporation or a subsidiary of the
corporation, without the prior approval of the board of directors of the
corporation, may
                                (a)   enter
into a transaction with a restricted party that involves minor or general
expenditures by the corporation or the subsidiary,
                                (b)   enter
into a transaction with a restricted party for
                                          (i)   the sale of goods, or
                                         (ii)   the provision of financial services
                                         that are normally sold or
provided to the public by the corporation or the subsidiary in the ordinary
course of business, so long as the prices and rates charged by the corporation
or subsidiary are at fair market rate,
                                (c)   enter
into a transaction by which it takes a deposit from a restricted party, other
than a financial institution, so long as the deposit is made at fair market
rate, and
                                (d)   enter
into any other transaction that the regulations permit it to enter into without
the prior approval of the board of directors of the corporation.
(2) The conduct review committee of a provincial
corporation shall, subject to any prescribed limits, develop criteria as to
what constitutes minor or general expenditures for the purposes of subsection
(1)(a).
1991 cL‑26.5
s168;1992 c21 s24
Directors, officers,
employees, etc.
169(1) Subject to the prior approval of the board of
directors of a provincial corporation, the corporation or its subsidiary may
                                (a)   make
a loan to
                                          (i)   a director, officer or prescribed employee of the corporation,
                                         (ii)   the spouse or adult interdependent partner of a director or
officer of the corporation, or
                                        (iii)   a relative of, or a relative of the spouse or adult
interdependent partner of, a director or officer of the corporation who has the
same home as the director or officer
                                         on the security of the
residence of the person to whom the loan is made if the loan qualifies as an
investment under section 201 and, except in the case of a loan to a prescribed
employee, an officer or a director who is an officer or prescribed employee,
the loan is at fair market rate,
                                (b)   make
a personal loan to
                                          (i)   an officer or a prescribed employee of the corporation,
                                         (ii)   the spouse or adult interdependent partner of an officer of the
corporation, or
                                        (iii)   a relative of, or a relative of the spouse or adult
interdependent partner of, an officer of the corporation who has the same home
as the officer
                                         if the loan qualifies as an
investment under section 199 and, except in the case of a loan to an officer or
prescribed employee of the corporation, the loan is at fair market rate,
                                (c)   enter
into an employment contract with a director or officer of the corporation or
subsidiary, and
                                (d)   enter
into any other transaction with a person referred to in this subsection that
the regulations permit it to enter into with the prior approval of the board of
directors of the corporation.
(2) For
the purposes of subsection (1)(b)(i), “officer� and “prescribed employee�
include a director who is also an officer or prescribed employee.
(3) Notwithstanding subsection (1)(a) and (b), a
provincial corporation or its subsidiary may make a loan to a prescribed
employee of the corporation who is not a director or officer of it without
obtaining the approval of the board of directors of the corporation if the loan
qualifies as an investment under section 201 or 199, as the case may be, and
does not exceed the prescribed amount.
RSA 2000 cL‑20
s169;2002 cA‑4.5 s51
Financial institutions
170(1) A provincial corporation or a subsidiary of the
corporation may, with the prior approval of the board of directors of the
corporation,
                                (a)   make
a loan to a restricted party that is a financial institution in which the
corporation beneficially owns shares as permitted under section 207(4), if the
loan is at fair market rate, is fully secured by securities that meet
prescribed qualifications and is for prescribed purposes,
                                (b)   enter
into a transaction with a restricted party that is a financial institution if
the transaction consists of a disposition by the corporation or subsidiary of
assets for which the consideration is fully paid in money and is at fair market
rate,
                                (c)   guarantee
the obligations of a restricted party that is a financial institution, and
                                (d)   enter
into any other transaction with a restricted party that is a financial
institution that the regulations permit it to enter into with the prior
approval of the board of directors of the corporation.
(2) A
provincial corporation or a subsidiary of the corporation may, without the
approval of the board of directors of the corporation, enter into a transaction
with a restricted party that is a financial institution if
                                (a)   the
transaction consists of a deposit made at fair market rate and for a prescribed
purpose, or
                                (b)   the transaction consists of the acquisition
at fair market rate of prescribed securities from a securities dealer who is
not an underwriter within the meaning of the Securities Act in the distribution of those securities and is not
selling them as their principal.
1991 cL‑26.5 s170
Prescribed limits
171 No provincial corporation or subsidiary shall
enter into a transaction or guarantee or make an investment under this Part in
excess of the prescribed limits.
1991 cL‑26.5 s171
Consent to prohibited or
restricted transaction
172 The Minister may give prior consent to a
provincial corporation or its subsidiary to
                                (a)   enter
into a transaction or class of transactions with,
                                (b)   enter
into a guarantee or class of guarantees on behalf of, or
                                (c)   make
an investment in securities or a class of securities of,
a restricted party of the corporation that would otherwise
be prohibited or restricted by this Act or the regulations if the Minister is
satisfied that the transaction, guarantee or investment is in the best
interests of the corporation and is not prejudicial to the interests of its
depositors or persons in respect of whom the corporation acts in a fiduciary
capacity and would not contravene section 173.
1991 cL‑26.5 s172
Transaction involving
trust and estate funds
173(1) A provincial trust corporation shall not
participate in or enter into a transaction with a restricted party or a
guarantee on behalf of a restricted party using funds, other than deposits,
held by the corporation as a fiduciary.
(2) Except
as provided in this section, a provincial trust corporation shall not invest
funds, other than deposits, held by the corporation as a fiduciary in
securities of the corporation or its restricted parties.
(3) A
provincial trust corporation may act as a fiduciary of a trust or estate that
owns securities of the corporation or its restricted parties if the securities
were acquired before the corporation assumed responsibility as a fiduciary.
(4) Where
a provincial trust corporation acts as a fiduciary of a trust or estate holding
securities of the corporation,
                                (a)   the
securities shall not be sold or voted, and
                                (b)   an
offer for the securities shall not be refused
except with the
approval of the board of directors, and the reasons for those actions shall be
entered in the minutes of the next meeting of the board of directors.
(5) Each
year the board of directors shall approve a report on the securities of the
provincial trust corporation and its restricted parties held by the corporation
as fiduciary, and the reasons for their retention or sale.
(6) Nothing
in this section authorizes a provincial trust corporation to perform any act as
a fiduciary that is otherwise prohibited.
(7) Nothing
in this section prevents a provincial trust corporation from
                                (a)   fulfilling
a specific direction or permission of a court or of an instrument creating a
fiduciary duty ordering or empowering the corporation to purchase or sell
securities of the corporation or its restricted parties or to enter into a
transaction with a restricted party or a guarantee on behalf of a restricted
party, but a general power to invest in the discretion of the fiduciary shall
not be considered to be a specific direction or permission for the purposes of
this clause,
                                (b)   investing
funds held by it as a fiduciary in the securities of its restricted parties for
which there is a published market within the meaning of the regulations, or
                                (c)   entering into an investment that a co‑fiduciary
or the co‑fiduciaries of the corporation may direct to be made without
the agreement of the corporation, where the co‑fiduciary or co‑fiduciaries
have made such a direction.
1991 cL‑26.5 s173
Delegation
174(1) The board of directors may by resolution
delegate to a committee of directors the power given to the board under this
Part to approve transactions, guarantees or investments.
(2) Section 127(2) applies to a committee
established under subsection (1).
1991 cL‑26.5 s174
Review procedures
175(1) A provincial corporation shall establish
written review and approval procedures to be followed by the corporation to
ensure compliance with this Part.
(2) The
procedures referred to in subsection (1) shall deal with at least the following
matters:
                                (a)   the
formalities governing transactions, guarantees and investments in respect of a
restricted party;
                                (b)   the
obligations of the provincial corporation or subsidiary and the restricted
party to disclose information;
                                (c)   the
protection of confidential information held by the provincial corporation or
subsidiary relating to its business associates, and the conduct of the
corporation or subsidiary in cases where the interests of the corporation or
subsidiary or of a person affiliated with either of them may be in conflict
with the interests of its business associates.
(3) The
procedures referred to in subsection (1) shall be developed by the conduct
review committee and shall be reviewed at least once each year by the conduct
review committee.
(4) The
conduct review committee shall report on its review under subsection (3) and
shall give its recommendations, if any, with respect to the procedures to the
board of directors.
(5) The
procedures shall be subject to the approval of the board of directors and the
board, on receipt of any recommendation from the conduct review committee,
shall review the procedures and make any changes it considers necessary.
(6) The auditor of a provincial corporation is
entitled to attend and be heard at all meetings of the conduct review
committee.
1991 cL‑26.5 s175
Disclosure by restricted
party
176(1) A restricted party of a provincial corporation
who knows or has reason to believe that the party is a restricted party of the
corporation and proposes to enter into a transaction or guarantee with the
corporation or its subsidiary for which the approval of the board of directors
of the corporation is required shall disclose in writing to the corporation the
nature of the restricted party’s interest in the proposed transaction or
guarantee forthwith after becoming aware of the facts that bring the restricted
party within the application of this subsection.
(2) Where
the restricted party is a director or officer of the provincial corporation,
the disclosure must be made in accordance with section 130.
(3) Where,
with respect to a proposed transaction or guarantee referred to in subsection
(1), a provincial corporation knows or has reason to believe that a party is a
restricted party of the corporation, the corporation shall take all reasonable
steps to obtain from that other party full disclosure in writing of any
interest or relationship, direct or indirect, that would make that other party
a restricted party of the corporation.
(4) The
board of directors of the provincial corporation shall ensure that a disclosure
under subsection (1) or (3) is entered in the minutes of the first board
meeting held after the making of the disclosure.
(5) Where a provincial corporation does not receive
full disclosure as required by this section in respect of a proposed
transaction or guarantee, the corporation or its subsidiary, as the case may
be, shall not enter into the transaction or guarantee.
1991 cL‑26.5 s176
Duty to report
contraventions
177(1) The auditor of a provincial corporation shall
promptly report to the board of directors and the Minister any material breach
of this Part of which the auditor is aware or is made aware under subsection
(2).
(2) Any
person undertaking professional services for a provincial corporation who, in
providing the professional services, becomes aware of a breach of this Part
shall promptly report the breach to the board of directors and the auditor of
the corporation, unless the person has already reported the breach under
subsection (1).
(3) Nothing
in this section abrogates any privilege that may exist between a solicitor and
the solicitor’s client.
(4) A
person who in good faith makes a report under subsection (1) or (2) shall not
be liable in any civil action arising from it.
(5) Where
a provincial corporation or its subsidiary has made an investment or entered
into a transaction or guarantee
                                (a)   that
is prohibited under this Part, or
                                (b)   without
the approvals required under this Part,
the provincial corporation shall, on becoming aware of that
fact, forthwith notify the auditor and the Minister of that fact.
1991 cL‑26.5 s177
Onus of proof
178 For the purposes of this Part, the onus is on
the restricted party and the provincial corporation or its subsidiary to
establish that a transaction or guarantee between the corporation or subsidiary
and the restricted party or an investment by the corporation or subsidiary in
the securities of the restricted party is permitted under this Part.
1991 cL‑26.5 s178
Personal information
178.1(1) In
this section, “personal information� means personal information as defined in
the Personal Information Protection Act other than business contact
information to which that Act does not apply by virtue of section 4(3)(d) of
that Act.
(2) For the purposes of complying with
this Part and any regulations made under this Act respecting restricted
parties, a provincial corporation may collect and use personal information
about persons who are restricted parties without obtaining their consent.
(3) Persons
who are not restricted parties must provide personal information as is
necessary for the provincial corporation to comply with section 164.
2003 cP‑6.5 s70
Applications to Court
179(1) Where a transaction, guarantee or investment
that is prohibited under this Part takes place, any interested person,
including the Minister, may apply to the Court for an order
                                (a)   setting
aside the transaction, guarantee or investment and directing that the
restricted party account to the provincial corporation for any profit or gain
realized, and
                                (b)   that
each person who participated in or facilitated the transaction, guarantee or
investment pay to the provincial corporation on a joint and several basis
                                          (i)   the damages suffered,
                                         (ii)   the face value of the transaction, guarantee or investment, or
                                        (iii)   the amount expended by the provincial corporation in the
transaction, guarantee or investment
and on the
application, the Court may so order or make any other order it thinks fit,
including an order for compensation for the loss or damage suffered by the
provincial corporation and punitive or exemplary damages from the restricted
party.
(2) A person who is not a director is not liable
under subsection (1)(b) unless the person knew or ought reasonably to have
known that the transaction, guarantee or investment took place in contravention
of this Part.
1991 cL‑26.5 s179
Part 10
Capacity and Powers
Application
180 This Part does not apply to a provincial trust
corporation whose registration is subject to a term, condition or restriction
prohibiting it from carrying on the deposit‑taking business, except to
the extent that this Part is made applicable by the regulations.
1991 cL‑26.5 s180
General powers
181(1) Subject to this Act and the regulations, a
registered corporation shall not engage in or carry on any business other than
business generally appertaining to the business of providing financial
services.
(2) Notwithstanding
subsection (1),
                                (a)   a
registered trust corporation may exercise the fiduciary powers referred to in
section 1(1)(qq)(i), and
                                (b)   a
registered corporation may
                                          (i)   engage in the provision of real property brokerage services, and
                                         (ii)   acquire, hold, maintain, improve, develop,
repair, serve, lease, dispose of or otherwise deal with real property.
1991 cL‑26.5 s181
Restriction on engaging
in deposit-taking business
182(1) No person other than a registered corporation
shall engage in the deposit‑taking business.
(2) Subsection
(1) does not apply to a person who engages in the deposit‑taking business
pursuant to any enactment that expressly requires or permits it to do so.
(3) A
provision in an enactment that gives a person the capacity, rights, powers or
privileges of an individual or that otherwise operates as a general enabling
provision is not to be considered to be an express requirement or permission
for the purposes of subsection (2).
(4) The fact that a deposit is taken in
contravention of this section does not affect any civil liability arising in
respect of the deposit or the money deposited.
1991 cL‑26.5 s182
Restriction on fiduciary
activities
183(1) No body corporate other than a registered trust
corporation may carry on the business of offering its services to the public as
or accepting or executing the office of
                                (a)   executor
or administrator or trustee, or
                                (b)   guardian
or trustee of a minor’s estate or of the estate of a mentally incompetent
person.
(2) Subsection
(1) does not apply to
                                (a)   a
professional corporation within the meaning of the Legal Profession Act,
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