(a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and
	(b) a resolution in writing dealing with all matters required by this Part 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 Part relating to meetings of shareholders.
Filing resolution	(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.
Requisitioned meeting	742. (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a bank holding company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.
Form	(2) A requisition referred to in subsection (1)
	(a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the bank holding company; and
	(b) may consist of several documents of like form, each signed by one or more shareholders.
Directors calling meeting	(3) On receipt of a 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 subsection 726(3) and notice thereof has been given under subsection 726(5);
	(b) the directors have called a meeting of shareholders and have given notice thereof under section 727; or
	(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 732(5)(b) to (e).
Shareholders' power	(4) If the directors do not call a meeting within twenty-one days after receiving the requisition referred to in subsection (1), any shareholder who signed the requisition may call the meeting.
Procedure	(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Part.
Reimburseme nt	(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the bank holding company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
Meeting called by court	743. (1) Where it is impracticable
	(a) to call a meeting of shareholders of a bank holding company in the manner in which meetings of those shareholders are to be called, or
	(b) to conduct the meeting in the manner required by the by-laws and this Part,
	or where a court thinks fit to do so for any other reason, the court, on the application of a director or a shareholder entitled to vote at the meeting, may order a meeting to be called, held and conducted in such manner as the court directs.
Varying quorum	(2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Part be varied or dispensed with at a meeting called, held and conducted pursuant to this section.
Valid meeting	(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the bank holding company duly called, held and conducted.
Court review of election	744. (1) A bank holding company or a shareholder or director of a bank holding company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the bank holding company.
Powers of court	(2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing,
	(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 bank holding company until a new election is held or the new appointment is made; and
	(d) an order determining the voting rights of shareholders and of persons claiming to own shares.
Notice to Superintenden t	745. (1) A person who makes an application under subsection 743(1) or 744(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent.
Superintenden t representation	(2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).
	Proxies and Voting Restrictions
Sections 156.01 to 156.09 apply	746. Sections 156.01 to 156.09 apply in respect of bank holding companies, subject to the following:
	(a) references to ``bank'' in those sections are to be read as references to ``bank holding company'';
	(b) references to ``this Part'' in those sections are to be read as references to ``this Division'';
	(c) the English version of subsection 156.05(1) is to be read without reference to ``or auditors'';
	(d) the reference to ``section 375'' in subsection 156.09(4) is to be read as a reference to ``section 878''; and
	(e) the reference to ``subsection 138(1.1)'' in subsection 156.09(11) is to be read as a reference to ``subsection 727(2)''.
	Directors and Officers
	Duties
Duty to manage	747. (1) Subject to this Act, the directors of a bank holding company shall manage or supervise the management of the business and affairs of the bank holding company.
Specific duties	(2) Without limiting the generality of subsection (1), the directors of a bank holding company shall
	(a) establish an audit committee to perform the duties referred to in subsections 782(3) and (4);
	(b) establish procedures to resolve conflicts of interest, including techniques for the identification of potential conflict situations and for restricting the use of confidential information;
	(c) designate a committee of the board of directors to monitor the procedures referred to in paragraph (b); and
	(d) establish investment and lending policies, standards and procedures in accordance with section 927.
Exception	(3) Paragraph (2)(a) does not apply to the directors of a bank holding company if
	(a) all the voting shares of the bank holding company are beneficially owned by a Canadian financial institution described in any of paragraphs (a) to (d) of the definition ``financial institution'' in section 2; and
	(b) the audit committee of the financial institution performs for and on behalf of the bank holding company all the functions that would otherwise be required to be performed by the audit committee of the bank holding company under this Part.
Duty of care	748. (1) Every director and officer of a bank holding company in exercising any of the powers of a director or an officer and discharging any of the duties of a director or an officer shall
	(a) act honestly and in good faith with a view to the best interests of the bank holding company; and
	(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Duty to comply	(2) Every director, officer and employee of a bank holding company shall comply with this Act, the regulations, the bank holding company's incorporating instrument and the by-laws of the bank holding company.
No exculpation	(3) No provision in any contract, in any resolution or in the by-laws of a bank holding company relieves any director, officer or employee of the bank holding company from the duty to act in accordance with this Act and the regulations or relieves a director, officer or employee from liability for a breach thereof.
	Qualification and Number - Directors
Minimum number of directors	749. (1) A bank holding company shall have at least seven directors.
Residency requirement	(2) At least one half of the directors of a bank holding company that is a subsidiary of a foreign bank and at least two-thirds of the directors of any other bank holding company must be, at the time of each director's election or appointment, resident Canadians.
Disqualified persons	750. The following persons are disqualified from being directors of a bank holding company:
	(a) a person who is less than eighteen years of age;
	(b) a person who is of unsound mind and has been so found by a court in Canada or elsewhere;
	(c) a person who has the status of a bankrupt;
	(d) a person who is not a natural person;
	(e) a person who is prohibited by subsection 156.09(9) or section 901 or 914 from exercising voting rights attached to shares of the bank holding company;
	(f) a person who is an officer, director or full time employee of an entity that is prohibited by subsection 156.09(9) or section 901 or 914 from exercising voting rights attached to shares of the bank holding company;
	(g) a person who is an agent or employee of Her Majesty in right of Canada or in right of a province;
	(h) a minister of Her Majesty in right of Canada or in right of a province; and
	(i) a person who is an agent or employee of the government of a foreign country or any political subdivision thereof.
No shareholder requirement	751. A director of a bank holding company is not required to hold shares of the bank holding company.
Limit on directors	752. No more than 15 per cent of the directors of a bank holding company may, at each director's election or appointment, be employees of the bank holding company or a subsidiary of the bank holding company, except that up to four persons who are employees of the bank holding company or a subsidiary of the bank holding company may be directors of the bank holding company if those directors constitute not more than one half of the directors of the bank holding company.
	Election and Tenure - Directors
Number of directors	753. (1) Subject to section 217, subsection 749(1) and section 756, the directors of a bank holding company shall, by by-law, determine the number of directors or the minimum and maximum number of directors, but no by-law that decreases the number of directors shortens the term of an incumbent director.
Election at annual meeting	(2) A by-law made pursuant to subsection (1) that provides for a minimum and maximum number of directors may provide that the number of directors to be elected at any annual meeting of the shareholders be such number as is fixed by the directors prior to the annual meeting.
Term of directors	754. (1) Except where this Part or the by-laws of a bank holding company provide for cumulative voting, a bank holding company may, by by-law, provide that the directors be elected for terms of one, two or three years.
Term of one, two or three years	(2) A director elected for a term of one, two or three years holds office until the close of the first, second or third annual meeting of shareholders, as the case may be, following the election of the director.
No stated term	(3) A director who is not elected for an expressly stated term of office ceases to hold office at the close of the next annual meeting of shareholders following the election of the director.
Tenure of office	(4) It is not necessary that all directors elected at a meeting of shareholders hold office for the same term.
Tenure of office	(5) If a by-law of a bank holding company provides that the directors be elected for a term of two or three years, it may also provide that the term of office of each director be for the whole of that term, or that, as nearly as may be, one half of the directors retire each year if the term is two years, and that one third of the directors retire each year if the term is three years.
Composition requirements	(6) If a director of a bank holding company is elected or appointed for a term of more than one year, the bank holding company shall comply with subsection 749(2) and section 752 at each annual meeting of shareholders during the director's term of office as if that director were elected or appointed on that date.
Determining election of directors	755. (1) Except where this Part or the by-laws of a bank holding company provide for cumulative voting, the persons, to the number authorized to be elected, who receive the greatest number of votes at an election of directors of a bank holding company shall be the directors thereof.
Determining election of directors	(2) If, at any election of directors referred to in subsection (1), two or more persons receive an equal number of votes and there are not sufficient vacancies remaining to enable all the persons receiving an equal number of votes to be elected, the directors who receive a greater number of votes or the majority of them shall, in order to complete the full number of directors, determine which of the persons so receiving an equal number of votes are to be elected.
Cumulative voting	756. (1) Where this Part or the by-laws provide for cumulative voting,
	(a) there shall be a stated number of directors fixed by by-law 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 the shareholder may cast all such 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 two or more persons to be elected by a single vote;
	(d) if a shareholder has voted for more than one candidate without specifying the distribution of the 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 next annual meeting of shareholders following the director's election;
	(g) a director may not be removed from office if the votes cast against the removal would be sufficient to elect the director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the same number of directors required by the by-laws were then being elected; and
	(h) the number of directors required by the by-laws may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the same number of directors required by the by-laws were then being elected.
Mandatory cumulative voting	(2) Where the aggregate of the voting shares beneficially owned by a person and any entities controlled by the person carries more than 10 per cent of the voting rights attached to all the outstanding voting shares of a bank holding company, the directors shall be elected by cumulative voting.
Exception	(3) Subsection (2) does not apply if all the voting shares of the bank holding company that are outstanding are beneficially owned by