(a) one person;
	(b) one person and one or more entities controlled by that person; or
	(c) one or more entities controlled by the same person.
Exception	(4) Subsection (2) does not apply to a widely held bank holding company with equity of five billion dollars or more or to a widely held bank holding company that controls a bank to which subsection 378(1) applies.
Transitional election	(5) Where this Part or the by-laws of a bank holding company provide for cumulative voting, the shareholders of the bank holding company shall
	(a) at the first annual meeting of shareholders held not earlier than ninety days following the date that cumulative voting is required under subsection (2) or provided for in the by-laws, and
	(b) at each succeeding annual meeting,
	elect the stated number of directors to hold office until the close of the next annual meeting of shareholders following their election.
Exception	(6) Nothing in this Part precludes the holders of any class or series of shares of a bank holding company from having an exclusive right to elect one or more directors.
Re-election of directors	757. A director who has completed a term of office is, if otherwise qualified, eligible for re-election.
	Incomplete Elections and Director Vacancies
Void election or appointment	758. (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 749(2) or section 752, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.
Failure to elect minimum	(2) Where, at the close of a meeting of shareholders of a bank holding company, the shareholders have failed to elect the number or minimum number of directors required by this Part or the by-laws of a bank holding company, the purported election of directors at the meeting
	(a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or
	(b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.
Directors where elections incomplete or void	759. (1) Notwithstanding subsections 754(2) and (3) and paragraphs 756(1)(f) and 760(1)(a), where subsection 758(1) or (2) applies at the close of any meeting of shareholders of a bank holding company, the board of directors shall, until their successors are elected or appointed, consist solely of
	(a) where paragraph 758(2)(a) applies, the directors referred to in that paragraph; or
	(b) where subsection 758(1) or paragraph 758(2)(b) applies, the persons who were the incumbent directors immediately before the meeting.
Where there is no approved rectification plan	(2) Notwithstanding subsections 754(2) and (3) and paragraphs 756(1)(f) and 760(1)(a), where a plan to rectify the non-compliance referred to in subsection 758(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.
Directors to call meeting	(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 758(2)(a) applies, or elect a new board of directors, where subsection 758(1) or paragraph 758(2)(b) applies.
Shareholder may call meeting	(4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder.
Ceasing to hold office	760. (1) A director ceases to hold office
	(a) at the close of the annual meeting at which the director's term of office expires;
	(b) when the director dies or resigns;
	(c) when the director becomes disqualified under section 750 or ineligible to hold office pursuant to subsection 790(2);
	(d) when the director is removed under section 761; or
	(e) when the director is removed from office under section 963 or 964.
Date of resignation	(2) The resignation of a director of a bank holding company becomes effective at the time a written resignation is sent to the bank holding company by the director or at the time specified in the resignation, whichever is later.
Removal of director	761. (1) Subject to paragraph 756(1)(g), the shareholders of a bank holding company may by resolution at a special meeting remove any director or all the directors from office.
Exception	(2) Where the holders of any class or series of shares of a bank holding company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.
Vacancy by removal	(3) Subject to paragraphs 756(1)(b) to (e), 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 under section 765 or 766.
Statement of director	762. (1) A director 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,
	is entitled to submit to the bank holding company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.
Statement re disagreement	(2) Where a director resigns as a result of a disagreement with the other directors or the officers of a bank holding company, the director shall submit to the bank holding company and the Superintendent a written statement setting out the nature of the disagreement.
Circulation of statement	763. (1) A bank holding company shall without delay on receipt of a director's statement referred to in subsection 762(1) relating to a matter referred to in paragraph 762(1)(b) or (c), or a director's statement referred to in subsection 762(2), send a copy of it to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting.
Immunity for statement	(2) No bank holding company or person acting on its behalf incurs any liability by reason only of circulating a director's statement in compliance with subsection (1).
Shareholders filling vacancy	764. The by-laws of a bank holding company may provide that a vacancy among the directors is to be filled only
	(a) by a vote of the shareholders; or
	(b) by 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 the holders of that class or series.
Directors filling vacancy	765. (1) Notwithstanding section 772 but subject to subsection (2) and sections 764 and 766, a quorum of directors may fill a vacancy among the directors except a vacancy among the directors resulting from a change in the by-laws by which the number or minimum number of directors is increased or from a failure to elect the number or minimum number of directors required by the by-laws.
Where composition fails	(2) Notwithstanding sections 764 and 772, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 749 or section 752, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.
Class vacancy	766. Notwithstanding section 772, where the holders of any class or series of shares of a bank holding company have an exclusive right to elect one or more directors and a vacancy occurs among those directors, then, subject to section 764,
	(a) the remaining directors elected by the holders of 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;
	(b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 749 or section 752, the other directors may fill that vacancy; and
	(c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.
Unexpired term	767. Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director's predecessor in office.
Additional directors	768. (1) The directors of a bank holding company may appoint one or more additional directors where the by-laws of the bank holding company allow them to do so and the by-laws determine the minimum and maximum numbers of directors.
Term of office	(2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the bank holding company.
Limit on number appointed	(3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the bank holding company.
	Meetings of the Board
Meetings required	769. (1) The directors shall meet at least four times during each financial year.
Place for meetings	(2) The directors may meet at any place unless the by-laws provide otherwise.
Notice for meetings	(3) The notice for the meetings must be given as required by the by-laws.
Notice of meeting	770. (1) A notice of a meeting of directors shall specify each matter referred to in section 785 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.
Waiver of notice	(2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director 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.
Adjourned meeting	(3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting were announced at the original meeting.
Quorum	771. (1) Subject to section 772, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
Quorum	(2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be
	(a) a majority of the minimum number of directors required by this Part for the board of directors or a committee of directors; or
	(b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the bank holding company.
Director continues to be present	(3) Any director present at a meeting of directors who is not present at any particular time during the meeting for the purposes of subsection 790(1) shall be considered as being present for the purposes of this section.
Resident Canadian majority	772. (1) The directors of a bank holding company shall not transact business at a meeting of directors unless
	(a) in the case of a bank holding company that is a subsidiary of a foreign bank, at least one half of the directors present are resident Canadians; or
	(b) in any other case, a majority of the directors present are resident Canadians.
Exception	(2) Notwithstanding subsection (1), the directors of a bank holding company may transact business at a meeting of directors or of a committee of directors without the required proportion of directors present who are resident Canadians if
	(a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and
	(b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.
Electronic meeting	773. (1) Subject to the by-laws of a bank holding company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.
Deemed present	(2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Part to be present at that meeting.
Resolution outside board meeting	774. (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.
Filing directors' resolution	(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.
Resolution outside committee meeting	(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 782(3), is as valid as if it had been passed at a meeting of that committee.
Filing committee resolution	(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.
Dissent of director	775. (1) A director of a bank holding company 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 that meeting unless
	(a) the director requests that the director's dissent be entered or the director's dissent is entered in the minutes of the meeting;
	(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
	(c) the director sends the director's dissent by registered mail or delivers it to the head office of the bank holding company immediately after the meeting is adjourned.
Loss of right to dissent	(2) A director of a bank holding company who votes for or consents to a resolution is not entitled to dissent under subsection (1).
Dissent of absent director	(3) A director of a bank holding company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director
	(a) causes the director's dissent to be placed with the minutes of the meeting; or
	(b) sends the director's dissent by registered mail or delivers it to the head office of the bank holding company.
Record of attendance	776. (1) A bank holding company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.
Statement to shareholders	(2) A bank holding company shall attach to the notice of each annual meeting it sends to its shareholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors' meetings and directors' committee meetings held during the financial year and the number of those meetings attended by each director.