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Shareholders
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| Place of
meetings
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725. Meetings of shareholders of a bank
holding company shall be held at the place
within Canada provided for in the by-laws of
the bank holding company or, in the absence
of any such provision, at the place within
Canada that the directors determine.
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| Calling
meetings
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726. (1) The directors of a bank holding
company
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(a) shall, after the meeting called pursuant
to subsection 701(1), call the first annual
meeting of shareholders of the bank holding
company, which meeting must be held not
later than six months after the end of the
first financial year of the bank holding
company, and subsequently call an annual
meeting of shareholders, which meeting
must be held not later than six months after
the end of each financial year; and
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(b) may at any time call a special meeting
of shareholders.
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| Fixing record
date
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(2) For the purpose of determining
shareholders
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(a) entitled to receive payment of a
dividend,
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(b) entitled to participate in a liquidation
distribution, or
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(c) for any other purpose except the right to
receive notice of, or to vote at, a meeting,
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the directors may fix in advance a date as the
record date for the determination of
shareholders, but the record date so fixed shall
not precede by more than fifty days the
particular action to be taken.
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| Record date
for meetings
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(3) For the purpose of determining
shareholders entitled to receive notice of a
meeting of shareholders, the directors may fix
in advance a date as the record date for the
determination of shareholders, but the record
date so fixed shall not precede by more than
fifty days or by less than twenty-one days the
date on which the meeting is to be held.
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| No record
date fixed
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(4) If no record date is fixed pursuant to
subsection (2) or (3),
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(a) 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, is the day on
which the directors pass the resolution
relating to the particular purpose; and
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(b) the record date for the determination of
shareholders entitled to receive notice of, or
to vote at, a meeting of shareholders is
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(i) the day immediately preceding the
day on which the notice is given, or
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(ii) if no notice is given, the day on which
the meeting is held.
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| When record
date fixed
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(5) When a record date is fixed for a bank
holding company, 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 central securities register
at the close of business on the date the
directors fix the record date, notice thereof
shall, not less than seven days before the
record date, be given
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(a) by advertisement in a newspaper in
general circulation in the place where the
head office of the bank holding company is
situated and in each place in Canada where
the bank holding company has a transfer
agent or where a transfer of the bank
holding company's shares may be recorded;
and
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(b) by written notice to each stock
exchange, if any, in Canada on which the
shares of the bank holding company are
listed for trading.
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| Notice of
meeting
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727. (1) Notice of the time and place of a
meeting of shareholders of a bank holding
company shall be sent not less than
twenty-one days or more than fifty days before
the meeting
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(a) to each shareholder entitled to vote at
the meeting;
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(b) to each director; and
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(c) to the auditor of the bank holding
company.
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| Number of
eligible votes
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(2) A bank holding company with equity of
five billion dollars or more shall set out in the
notice of a meeting the number of eligible
votes, as defined under subsection 156.09(1),
that may be cast at the meeting as of the record
date for determining those shareholders
entitled to receive the notice of meeting, or if
there are to be separate votes of shareholders
at the meeting, the number of eligible votes, as
defined in that subsection, in respect of each
separate vote to be held at the meeting.
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| Publication in
newspaper
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(3) In addition to the notice required under
subsection (1), where any class of shares of a
bank holding company is publicly traded on a
recognized stock exchange in Canada, notice
of the time and place of a meeting of
shareholders shall be published once a week
for at least four consecutive weeks before the
date of the meeting in a newspaper in general
circulation in the place where the head office
of the bank holding company is situated and in
each place in Canada where the bank holding
company has a transfer agent or where a
transfer of the bank holding company's shares
may be recorded.
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| When notice
not required
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728. (1) A notice of a meeting of
shareholders is not required to be sent to
shareholders who were not registered on the
records of the bank holding company or its
transfer agent on the record date fixed or
determined under subsection 726(3) or (4).
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| Effect of
default
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(2) Failure to receive a notice of a meeting
of shareholders does not deprive a shareholder
of the right to vote at the meeting.
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| Notice of
adjourned
meeting
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729. (1) If a meeting of shareholders is
adjourned for less than thirty days, it is not
necessary, unless the by-laws otherwise
provide, to give notice of the adjourned
meeting, other than by announcement at the
earliest meeting that is adjourned.
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| Notice where
adjournment
is longer
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(2) If a meeting of shareholders is adjourned
by one or more adjournments for a total of
thirty days or more, notice of the continuation
of the meeting shall be given as for an original
meeting but, unless the meeting is adjourned
by one or more adjournments for a total of
more than ninety days, subsection 156.04(1)
does not apply.
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| Special
business
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730. (1) All matters dealt with at a special
meeting of shareholders and all matters dealt
with at an annual meeting of shareholders,
except consideration of the financial
statements, report of the auditor, election of
directors, remuneration of directors and
reappointment of the incumbent auditor, are
deemed to be special business.
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| Notice of
special
business
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(2) Notice of a meeting of shareholders at
which special business is to be transacted must
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(a) state the nature of the special business in
sufficient detail to permit a shareholder to
form a reasoned judgment thereon; and
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(b) contain the text of any special resolution
to be submitted to the meeting.
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| Waiver of
notice
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731. (1) A shareholder and any other person
entitled to attend a meeting of shareholders
may in any manner waive notice of a meeting
of shareholders.
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| Attendance is
waiver
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(2) Attendance at a meeting of shareholders
is a waiver of notice of the meeting, except
when a person attends the meeting for the
express purpose of objecting to the transaction
of any business on the grounds that the
meeting is not lawfully called.
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| Shareholder's
proposal
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732. (1) A shareholder entitled to vote at an
annual meeting of shareholders of a bank
holding company may
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(a) submit to the bank holding company
notice of any matter that the shareholder
proposes to raise at the meeting; and
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(b) discuss at the meeting any matter in
respect of which the shareholder would
have been entitled to submit a proposal.
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| Circulation of
proposal
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(2) A bank holding company shall attach
any proposal of a shareholder submitted for
consideration at a meeting of shareholders to
the notice of the meeting.
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| Shareholder's
statement
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(3) If so requested by a shareholder who
submits a proposal to a bank holding
company, the bank holding company shall
attach to the notice of the meeting a statement
by the shareholder of not more than two
hundred words in support of the proposal and
the name and address of the shareholder.
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| Nominations
for directors
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(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
per cent of the shares or 5 per cent of the shares
of a class of shares of the bank holding
company entitled to vote at the meeting to
which the proposal is to be presented.
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| Conditions
precedent for
proposals
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(5) A bank holding company is not required
to comply with subsections (2) and (3) if
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(a) the proposal is not submitted to the bank
holding company at least ninety days before
the anniversary date of the previous annual
meeting of shareholders;
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(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
bank holding company or its directors,
officers or security holders, or primarily for
the purpose of promoting general
economic, political, racial, religious, social
or similar causes;
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(c) the bank holding company, at the
shareholder's request, attached a proposal
to the notice of a meeting of shareholders
held within two years preceding the receipt
of the request, and the shareholder failed to
present the proposal, in person or by proxy,
at the meeting;
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(d) substantially the same proposal was
submitted to shareholders in a dissident's
proxy circular relating to, or was attached to
the notice of, a meeting of shareholders held
within two years preceding the receipt of
the shareholder's request and the proposal
was defeated; or
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(e) the rights conferred by subsections (1) to
(4) are being abused to secure publicity.
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| Immunity for
proposal and
statement
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(6) No bank holding company or person
acting on behalf of a bank holding company
incurs any liability by reason only of
circulating a proposal or statement in
compliance with subsections (2) and (3).
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| Refusal of
proposal
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733. (1) If a bank holding company refuses
to attach a proposal to a notice of a meeting,
the bank holding company shall, within ten
days after receiving the proposal, notify the
shareholder submitting the proposal of its
intention to not attach the proposal to the
notice of the meeting and send to the
shareholder a statement of the reasons for the
refusal.
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| Appeal to
court
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(2) On the application of a shareholder
claiming to be aggrieved by a bank holding
company'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.
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| Appeal to
court
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(3) A bank holding company or any person
claiming to be aggrieved by a proposal may
apply to a court for an order permitting the
bank holding company to not attach the
proposal to the notice of a meeting, and the
court, if it is satisfied that subsection 732(5)
applies, may make such order as it thinks fit.
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| Notice to
Superintenden
t
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(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.
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| Shareholder
list
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734. (1) A bank holding company shall
prepare a list, which may be in electronic
form, of its shareholders entitled to receive
notice of a meeting under paragraph
727(1)(a), arranged in alphabetical order and
showing the number of shares held by each
shareholder, which list must be prepared
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(a) if a record date is fixed under subsection
726(3), not later than ten days after that
date; or
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(b) if no record date is fixed,
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(i) at the close of business on the day
immediately preceding the day on which
the notice is given, or
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(ii) where no notice is given, on the day
on which the meeting is held.
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| Effect of list
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(2) Where a bank holding company fixes a
record date under subsection 726(3), a person
named in the list prepared under paragraph
(1)(a) is, subject to this Part, entitled to vote
the shares shown opposite that person's name
at the meeting to which the list relates, except
to the extent that
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(a) the person has transferred the ownership
of any of those shares after the record date,
and
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(b) the transferee of those shares
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(i) produces properly endorsed share
certificates, or
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(ii) otherwise establishes that the
transferee owns the shares,
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and demands, not later than ten days before
the meeting or such shorter period before
the meeting as the by-laws of the bank
holding company provide, that the
transferee's name be included in the list
before the meeting,
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in which case the transferee may vote those
transferred shares at the meeting.
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| Effect of list
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(3) Where a bank holding company does not
fix a record date under subsection 726(3), a
person named in the list prepared under
paragraph (1)(b) is, subject to this Part,
entitled to vote the shares shown opposite that
person's name at the meeting to which the list
relates, except to the extent that
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(a) the person has transferred the ownership
of any of those shares after the date on
which a list was prepared under
subparagraph (1)(b)(i), and
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(b) the transferee of those shares
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(i) produces properly endorsed share
certificates, or
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(ii) otherwise establishes that the
transferee owns the shares,
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and demands, not later than ten days before
the meeting or such shorter period before
the meeting as the by-laws of the bank
holding company provide, that the
transferee's name be included in the list
before the meeting,
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in which case the transferee may vote those
transferred shares at the meeting.
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| Examination
of list
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(4) A shareholder of a bank holding
company may examine the list of shareholders
referred to in subsection (1)
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(a) during usual business hours at the head
office of the bank holding company or at the
place where its central securities register is
maintained; and
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(b) at the meeting of shareholders for which
the list was prepared.
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| Quorum
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735. (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.
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| Quorum
present at
opening
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(2) If a quorum is present at the opening of
a meeting of shareholders, the shareholders
present may, unless the by-laws otherwise
provide, proceed with the business of the
meeting, notwithstanding that a quorum is not
present throughout the meeting.
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| Quorum not
present at
opening
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(3) If a quorum is not present at the opening
of a meeting of shareholders, the shareholders
present may adjourn the meeting to a fixed
time and place but may not transact any other
business.
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| One
shareholder
meeting
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736. If a bank holding company 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.
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| One share -
one vote
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737. Subject to subsection 156.09, if a share
of a bank holding company entitles the holder
of the share to vote at a meeting of
shareholders, that share entitles the
shareholder to one vote at the meeting.
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| Representativ
e shareholder
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738. (1) If an entity is a shareholder of a
bank holding company, the bank holding
company shall 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 of the bank holding company.
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| Powers
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(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.
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| Joint
shareholders
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739. 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.
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| Voting by
hands or
ballot
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740. (1) Unless the by-laws otherwise
provide, voting at a meeting of shareholders
shall take place by show of hands except when
a ballot is demanded by either a shareholder or
proxyholder entitled to vote at the meeting.
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| Ballot
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(2) A shareholder or proxyholder may
demand a ballot either before or after any vote
by show of hands.
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| Resolution in
lieu of
meeting
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741. (1) Except where a written statement is
submitted by a director under section 762 or
by an auditor under subsection 853(1),
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