Bank Act (S.C. 1991, c. 46)

Marginal note:Notice of refusal

• 144 (1) If a bank refuses to include a proposal in a management proxy circular, it shall in writing notify the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 143(1.4), the day on which it receives the proof.

• Marginal note:Application to court

  (2) On the application of a person submitting a proposal who claims to be aggrieved by a bank’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.

• Marginal note:Idem

  (3) A bank or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the bank to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection 143(5) applies, may make such order as it thinks fit.

• Marginal note:Notice to Superintendent

  (4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.

Marginal note:Proposals — members of federal credit union

• 144.1 (1) Subject to subsections (2) and (3), a member of a federal credit union may

  • (a) submit to the federal credit union notice of any matter that they propose to raise at an annual meeting (in this section referred to as a “proposal”); and

  • (b) discuss at an annual meeting any matter in respect of which they would have been entitled to submit a proposal.

• Marginal note:Eligibility to submit proposal

  (2) To be eligible to submit a proposal a member must have been a member of the federal credit union for at least the prescribed period before making the proposal.

• Marginal note:Information to be provided

  (3) A proposal is to be accompanied by a statement setting out the name and address of the member submitting the proposal and the period of time the member has been a member.

• Marginal note:Information not part of proposal

  (4) The information provided under subsection (3) does not form part of a proposal or of the supporting statement referred to in subsection (6) and is not included for the purposes of the prescribed maximum number of words referred to in subsection (6).

• Marginal note:Proof may be required

  (5) If the federal credit union requests within the prescribed period that a member provide proof that they are eligible to submit a proposal, the member must within the prescribed period provide proof that they meet the requirement of subsection (2).

• Marginal note:Proposal and statement to accompany notice of meeting

  (6) A proposal submitted for consideration at a meeting must be attached to the notice of the meeting, together with, if requested by the member making the proposal, a statement in support of the proposal and the name and address of the member making the proposal. The statement and the proposal must together not exceed the prescribed maximum number of words.

• Marginal note:Nomination of directors

  (7) A proposal may include nominations for the election of directors if it is signed by the lesser of 250 members and 1 per cent of the members who are entitled to vote at the meeting.

• Marginal note:Exceptions

  (8) A federal credit union need not comply with subsection (6) if

  • (a) the proposal is not submitted to the federal credit union at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to members in connection with the previous annual meeting;

  • (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the federal credit union or its directors, officers, members or security holders;

  • (c) the person submitting the proposal has failed, within the prescribed period before the federal credit union receives the person’s proposal, to present, at a meeting, a proposal that, at the person’s request, had been attached by the federal credit union to the notice of the meeting;

  • (d) substantially the same proposal was attached to a notice of meeting, and presented at a meeting, of the federal credit union held not more than the prescribed period before the receipt of the proposal and the proposal did not receive the prescribed minimum amount of support at the meeting; or

  • (e) the rights conferred by subsection (1) are being abused to secure publicity.

• Marginal note:Federal credit union may refuse to include proposal

  (9) If a member who submits a proposal withdraws from membership in accordance with section 47.05 before the meeting, the federal credit union is not required to attach any proposal submitted by that member to the notice of a meeting held within the prescribed period following the date of the meeting.

• Marginal note:Immunity

  (10) No federal credit union or person acting on behalf of a federal credit union incurs any liability by reason only of circulating a proposal.

Marginal note:Refusal to include proposal

• 144.2 (1) If a federal credit union refuses to include a proposal in a notice of a meeting referred to in section 138, it must, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of eligibility under subsection 144.1(5), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the notice and of the reasons for the refusal.

• Marginal note:Restraining order by court

  (2) On the application of a person submitting a proposal who claims to be aggrieved by a federal credit union’s refusal under subsection (1), a 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.

• Marginal note:Order to omit proposal from notice

  (3) A federal credit union or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the federal credit union to omit the proposal from a notice of meeting, and the court, if it is satisfied that subsection 144.1(7) applies, may make any order that it thinks fit.

• Marginal note:Notice to Superintendent

  (4) An applicant under subsection (2) or (3) must give the Superintendent written notice of the application, and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.

Marginal note:List of shareholders entitled to notice

• 145 (1) A bank shall prepare an alphabet­ical list of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder

  • (a) if a record date is fixed under paragraph 137(5)(c), no later than 10 days after that date; and

  • (b) if no record date is fixed, on the record date determined under paragraph 137(6)(a).

• Marginal note:List of members entitled to notice

  (1.1) A federal credit union must also prepare an alphabetical list of members entitled to receive notice of a meeting

  • (a) if a record date is fixed under paragraph 137(5)(c), no later than 10 days after that date; or

  • (b) if no record date is fixed, on the record date determined under paragraph 137(6)(a).

• Marginal note:Voting list

  (2) The bank shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder

  • (a) if a record date is fixed under paragraph 137(5)(d), no later than 10 days after that date; and

  • (b) if no record date is fixed under paragraph 137(5)(d), no later than 10 days after a record date is fixed under paragraph 137(5)(c) or no later than the record date determined under paragraph 137(6)(a), as the case may be.

• Marginal note:Voting list — members

  (2.1) A federal credit union must also prepare an alphabetical list of members entitled to vote as of the record date

  • (a) if a record date is fixed under paragraph 137(5)(d), no later than 10 days after that date; or

  • (b) if no record date is fixed under paragraph 137(5)(d), no later than 10 days after a record date is fixed under paragraph 137(5)(c) or no later than the record date determined under paragraph 137(6)(a), as the case may be.

• Marginal note:Entitlement to vote

  (3) Subject to section 156.09, a shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.

• Marginal note:Examination of list

  (4) A shareholder of a bank that is not a federal credit union may examine the list of shareholders

  • (a) during usual business hours at the head office of the bank or at the place where its central securities register is maintained; and

  • (b) at the meeting of shareholders for which the list was prepared.

• Marginal note:Examination of list

  (5) A person who is entitled to vote at a meeting of a federal credit union may examine a list that relates to the meeting

  • (a) during usual business hours at the head office of the federal credit union or at the place where its members register or central securities register is maintained; and

  • (b) at the meeting for which the list was prepared.

Marginal note:Quorum

• 146 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

• Marginal note:Quorum — members

  (2) Unless the by-laws otherwise provide, a quorum of members is present at a meeting of members of a federal credit union if at least 500 members who are entitled to vote at the meeting, or one per cent of the total number of members entitled to vote at the meeting, whichever is the lesser, are present in person or represented by a personal representative or delegate.

• Marginal note:Quorum at opening of meeting

  (3) If a quorum is present at the opening of a meeting of shareholders or members, the shareholders or members present may, unless the by-laws otherwise provide, proceed with the business of the meeting even though a quorum is not present throughout the meeting.

• Marginal note:Adjournment permitted

  (4) If a quorum is not present at the opening of a meeting of shareholders or members, the shareholders or members present may adjourn the meeting to a fixed time and place but may not transact any other business.

Marginal note:One shareholder meeting

147 If a bank has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

Marginal note:One share — one vote

148 Subject to section 156.09, if a share of a bank entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.

Marginal note:Representative of shareholder or member

• 149 (1) If an entity is a shareholder or member of a bank, the bank must recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders or members of the bank.

• Marginal note:Powers

  (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person as well as a shareholder or member.

Marginal note:Joint shareholders

150 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.

Marginal note:Voting by hands or ballot

• 151 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or members is to take place by show of hands except when a ballot is demanded by a person entitled to vote at the meeting.

• Marginal note:Ballot

  (2) A person entitled to vote at a meeting of shareholders or members may demand a ballot either before or after any vote by show of hands.

• Marginal note:Electronic voting

  (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the bank makes one available.

• Marginal note:Voting while participating electronically

  (4) Unless the by-laws provide otherwise, any person who is participating in a meeting under subsection 136(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the bank has made available for that purpose.

• Marginal note:Voting

  (5) The by-laws of a federal credit union may, subject to the regulations, allow members to vote, prior to the meeting, subject to any conditions set out in the by-laws,

  • (a) by mail;

  • (b) in person, at one of its branches;

  • (c) by telephonic or electronic means; or

  • (d) by any other prescribed means.

• Marginal note:Regulations

  (6) The Governor in Council may make regulations

  • (a) respecting the manner of and conditions for voting at a meeting of members or shareholders by means of a telephonic, electronic or other communication facility; and

  • (b) respecting the manner and conditions of voting referred to in paragraphs (5)(a) to (d) by members of federal credit unions.

Marginal note:Resolution in lieu of meeting

• 152 (1) Except where a written statement is submitted by a director under section 174 or by an auditor under subsection 321(1),

  • (a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of shareholders or members is as valid as if it had been passed at a meeting of the shareholders or members; and

  • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or members, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or members.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) must be kept with the minutes of the meetings.

• Marginal note:Evidence

  (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.