| Directors
where
appointment
or elections
incomplete or
void
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178. (1) Notwithstanding subsections
174(2) and (3) and paragraph 179(1)(a), if
section 177 applies at the close of any meeting
of members or shareholders of an association,
the board of directors shall, until such time as
their successors are appointed or elected,
consist solely of
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(2) Subsection 178(2) of the Act is
replaced by the following:
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| Where there is
no approved
rectification
plan
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(1.1) Notwithstanding subsections 174(2)
and (3) and paragraph 179(1)(a), where a plan
to rectify the non-compliance referred to in
subsection 177(1) has not been approved by
the Superintendent by the end of the forty-five
day period referred to in that subsection, the
board of directors shall, until their successors
are elected or appointed, consist solely of the
persons who were the incumbent directors
immediately before the meeting at which the
purported election or appointment referred to
in that subsection occurred.
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| Directors to
call meeting
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(2) Where subsection (1) or (1.1) applies,
the board of directors referred to in that
subsection shall without delay call a special
meeting of members or shareholders to fill the
vacancies, where paragraph 177(2)(a)
applies, or elect a new board of directors,
where subsection 177(1) or paragraph
177(2)(b) applies.
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123. Subsection 182(2) of the Act is
replaced by the following:
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| Exception
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(2) An association is not required to comply
with subsection (1) in respect of shareholders
if the statement is included in or attached to a
management proxy circular required by
paragraph 166.05(1)(a).
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124. Section 185 of the Act is replaced by
the following:
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| Meetings
required
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185. (1) The directors shall meet at least
four times during each financial year.
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| Place for
meetings
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(2) The directors may meet at any place
unless the by-laws provide otherwise.
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| Notice for
meetings
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(3) The notice for the meetings must be
given as required by the by-laws.
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125. The Act is amended by adding the
following after section 189:
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| Resolution
outside board
meeting
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189.1 (1) A resolution in writing signed by
all the directors entitled to vote on that
resolution at a meeting of directors is as valid
as if it had been passed at a meeting of
directors.
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| Filing
directors'
resolution
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(2) A copy of the resolution referred to in
subsection (1) shall be kept with the minutes
of the proceedings of the directors.
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| Resolution
outside
committee
meeting
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(3) A resolution in writing signed by all the
directors entitled to vote on that resolution at
a meeting of a committee of directors, other
than a resolution of the audit committee in
carrying out its duties under subsection 199(3)
or a resolution of the conduct review
committee in carrying out its duties under
subsection 200(3), is as valid as if it had been
passed at a meeting of that committee.
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| Filing
committee
resolution
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(4) A copy of the resolution referred to in
subsection (3) shall be kept with the minutes
of the proceedings of that committee.
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126. (1) Subsection 199(2) of the Act is
replaced by the following:
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| Membership
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(2) None of the members of the audit
committee may be
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(2) Paragraph 199(3)(c) of the Act is
replaced by the following:
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127. (1) Subsection 200(2) of the Act is
replaced by the following:
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| Membership
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(2) None of the members of the conduct
review committee may be
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(2) Paragraphs 200(3)(a) and (b) of the
Act are replaced by the following:
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(3) Subsections 200(4) to (6) of the Act are
replaced by the following:
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| Association
report to
Superin- tendent
|
(4) An association shall report to the
Superintendent on the mandate and
responsibilities of the conduct review
committee and the procedures referred to in
paragraph (3)(a).
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| Committee
report to
directors
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(5) After each meeting of the conduct
review committee of an association, the
committee shall report to the directors of the
association on matters reviewed by the
committee.
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| Directors
report to
Superin- tendent
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(6) Within ninety days after the end of each
financial year, the directors of an association
shall report to the Superintendent on what the
conduct review committee did during the year
in carrying out its responsibilities under
subsection (3).
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128. Paragraph 202(g) of the Act is
replaced by the following:
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129. (1) The portion of subsection 207(1)
of the Act before paragraph (a) is replaced
by the following:
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| Where
director must
abstain
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207. (1) Where subsection 206(1) applies to
a director in respect of a contract, the director
shall not be present at any meeting of directors
while the contract is being considered at the
meeting or vote on any resolution to approve
the contract unless the contract is
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(2) Section 207 of the Act is amended by
adding the following after subsection (2):
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| Validity of
acts
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(3) An act of the board of directors of an
association or of a committee of the board of
directors is not invalid because a person acting
as a director had ceased under subsection (2)
to hold office as a director.
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130. The heading before section 252 and
sections 252 to 259 of the Act are repealed.
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131. Subsections 261(1) and (2) of the Act
are replaced by the following:
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| First insider
report
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261. (1) An insider shall send to the
Superintendent an insider report in prescribed
form not later than ten days after the later of
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132. The Act is amended by adding the
following after section 262 :
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262.1 Under prescribed circumstances, an
insider is exempt from any of the requirements
of section 261 or 262 .
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133. Subsection 292(4) of the Act is
replaced by the following:
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| Accounting
principles
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(4) The financial statements referred to in
subsection (1), paragraph (3)(b) and
subsection 294(1) shall, except as otherwise
specified by the Superintendent, be prepared
in accordance with generally accepted
accounting principles, the primary source of
which is the Handbook of the Canadian
Institute of Chartered Accountants. A
reference in any provision of this Act to the
accounting principles referred to in this
subsection shall be construed as a reference to
those generally accepted accounting
principles with any specifications so made.
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134. Section 295 of the Act is amended by
adding the following after subsection (2):
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| Effect of
default
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(3) Where an association is required to
comply with subsection (1) and the
association does not comply with that
subsection, the annual meeting at which the
documents referred to in that subsection are to
be considered shall be adjourned until that
subsection has been complied with.
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135. Section 296 of the Act is replaced by
the following:
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| Copy to
Superin- tendent
|
296. (1) An association shall send to the
Superintendent a copy of the documents
referred to in subsections 292(1) and (3) not
later than twenty-one days before
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| Consent to file
later
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(2) The Superintendent may give an
association consent in writing to comply with
subsection (3) rather than subsection (1) on the
condition that the association's shareholders
or members sign a resolution under paragraph
161(1)(b) in lieu of an annual meeting.
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| Later filing
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(3) Where the Superintendent has given that
consent to an association and has not notified
the association that the consent has been
withdrawn, the association shall send a copy
of the documents referred to in subsections
292(1) and (3) to the Superintendent not later
than thirty days after the signing of that
resolution.
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136. Section 356 of the Act is amended by
adding the following after subsection (3):
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| Exception
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(4) Subsection (1) does not apply if the
purchase or other acquisition of shares or the
acquisition of control referred to in that
subsection would
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| Regulations
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(5) The Governor in Council may make
regulations
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137. Paragraph 375(1)(a) of the Act is
replaced by the following:
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138. (1) Paragraph 376(1)(a) of the Act is
replaced by the following:
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(2) Subsection 376(1) of the Act is
amended by striking out the word ``and'' at
the end of paragraph (e) and by replacing
paragraph (f) with the following:
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(3) Subsection 376(3) of the Act is
replaced by the following:
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| Regulations
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(3) The Governor in Council may make
regulations
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139. Subsection 379(2) of the Act is
replaced by the following:
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| Exception
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(2) Paragraph (1)(a) does not apply where
the person on whose behalf the association has
undertaken to guarantee a payment or
repayment is a subsidiary of the association.
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140. (1) Subparagraphs (a)(iv) and (v) of
the definition ``commercial loan'' in
subsection 386(1) of the Act are replaced by
the following:
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