SCHEDULE
(Section 135)

TECHNICAL AMENDMENTS TO THE ENGLISH VER SION OF THE CANADA BUSINESS CORPORATIONS ACT

1. Paragraph (c) of the definition ``resident Canadian'' in subsection 2(1) is replaced by the following:

      (c) a permanent resident within the meaning of the Immigration Act and ordinarily resident in Canada, except a permanent resident who has been ordinarily resident in Canada for more than one year after the time at which they first became eligible to apply for Canadian citizenship;

2. Subsection 21(4) is replaced by the following:

S u p p l e m e n t a l l i s t s

(4) A person requiring a corporation to furnish a basic list may, by stating in the affidavit referred to in subsection (3) that they require supplemental lists, require the corporation or its agent on payment of a reasonable fee to furnish supplemental lists setting out any changes from the basic list in the names or addresses of the shareholders and the number of shares owned by each shareholder for each business day following the date the basic list is made up to.

3. Section 41 is replaced by the following:

C o m m i s s i o n f o r s a l e o f s h a r e s

41. The directors may authorize the corporation to pay a reasonable commission to any person in consideration of the person's purchasing or agreeing to purchase shares of the corporation from the corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

4. Subsection 46(3) is replaced by the following:

E f f e c t o f s a l e

(3) Where shares are sold by a corporation under subsection (1), the owner of the shares immediately prior to the sale shall by that sale be divested of their interest in the shares, and the person who, but for the sale, would be the registered owner of the shares or a person who satisfies the corporation that, but for the sale, they could properly be treated as the registered owner or registered holder of the shares under section 51 shall, from the time of the sale, be entitled to receive only the net proceeds of the sale, together with any income earned thereon from the beginning of the month next following the date of the receipt by the corporation of the proceeds of the sale, less any taxes thereon and any costs of administration of a trust fund constituted under subsection 47(1) in relation thereto.

5. (1) The definitions ``bona fide purchaser'', ``broker'' and ``holder'' in subsection 48(2) are replaced by the following:

` ` b o n a f i d e p u r c h a s e r ' '
« a c h e t e u r d e b o n n e f o i »

``bona fide purchaser'' means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a security in bearer form or order form or of a security in registered form issued or endorsed to the purchaser or endorsed in blank;

` ` b r o k e r ' '
« c o u r t i e r »

``broker'' means a person who is engaged, whether or not exclusively , in the business of buying and selling securities and who, in the transaction concerned, acts for, or buys a security from, or sells a security to a customer;

` ` h o l d e r ' '
« d é t e n t e u r »

``holder'' means a person in possession of a security issued or endorsed to the person or the bearer or in blank;

(2) Subsection 48(5) is replaced by the following:

O r d e r f o r m

(5) A debt obligation is in order form where, by its terms, it is payable to the order or assigns of any person therein specified with reasonable certainty or to that person's order.

(3) Subsection 48(7) is replaced by the following:

G u a r a n t o r f o r i s s u e r

(7) A guarantor for an issuer is deemed to be an issuer to the extent of the guarantee whether or not the obligation is noted on the security.

6. (1) Subsection 49(1) is replaced by the following:

R i g h t s o f h o l d e r

49. (1) Every security holder is entitled at their option to a security certificate that complies with this Act or a non-transferable written acknowledgment of their right to obtain such a security certificate from a corporation in respect of the securities of that corporation held by them .

(2) Subsection 49(6) is replaced by the following:

C o n t i n u a t i o n o f s i g n a t u r e

(6) If a security certificate contains a printed or mechanically reproduced signature of a person, the corporation may issue the security certificate, notwithstanding that the person has ceased to be a director or an officer of the corporation, and the security certificate is as valid as if the person were a director or an officer at the date of its issue.

7. (1) The portion of subsection 51(2) before paragraph (a) is replaced by the following:

C o n s t r u c t i v e r e g i s t e r e d h o l d e r

(2) Notwithstanding subsection (1), a corporation whose articles restrict the right to transfer its securities shall, and any other corporation may, treat a person as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if the person furnishes the corporation with evidence as described in subsection 77(4) that the person is

(2) Subsection 51(3) is replaced by the following:

P e r m i s s i b l e r e g i s t e r e d h o l d e r

(3) If a person on whom the ownership of a security devolves by operation of law, other than a person described in subsection (2), furnishes proof of the person's authority to exercise rights or privileges in respect of a security of the corporation that is not registered in the person's name, the corporation shall treat the person as entitled to exercise those rights or privileges.

(3) The portion of subsection 51(7) before paragraph (a) is replaced by the following:

T r a n s m i s s i o n o f s e c u r i t i e s

(7) Subject to any applicable law relating to the collection of taxes, a person referred to in paragraph (2)(a) is entitled to become a registered holder, or to designate a registered holder, if the person deposits with the corporation or its transfer agent

8. Paragraph 52(1)(a) is replaced by the following:

    (a) if a valid security, similar in all respects to the security involved in the overissue, is reasonably available for purchase, the person entitled to the validation or issue may compel the issuer to purchase and deliver such a security against surrender of the security that the person holds;

9. Paragraph 53(d) is replaced by the following:

    (d) if the defendant establishes that a defence or defect exists, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or some person under whom the plaintiff claims.

10. Section 54 is replaced by the following:

S e c u r i t i e s f u n g i b l e

54. Unless otherwise agreed, and subject to any applicable law, regulation or stock exchange rule, a person required to deliver securities may deliver any security of the specified issue in bearer form or registered in the name of the transferee or endorsed to the transferee or in blank.

11. Paragraphs 56(a) and (b) are replaced by the following:

    (a) if the event requires the payment of money or the delivery of securities, or both, on presentation or surrender of the security, and such money or securities are available on the date set for payment or exchange, and the purchaser takes the security more than one year after that date; or

    (b) if the purchaser takes the security more than two years after the date set for presentation or surrender or the date on which such performance became due.

12. Paragraph 57(b) is replaced by the following:

    (b) an employee of the issuer or of a person referred to in paragraph (a) who in the ordinary course of their duties handles the security.

13. Paragraph 58(1)(a) is replaced by the following:

    (a) any person may complete it by filling in the blanks in accordance with their authority; and

14. Paragraphs 59(1)(b) and (c) are replaced by the following:

    (b) the person's acts in connection with the issue of the security are within their authority; and

    (c) the person has reasonable grounds for believing that the security is in the form and within the amount the issuer is authorized to issue.

15. Subsection 60(1) is replaced by the following:

T i t l e o f p u r c h a s e r

60. (1) On delivery of a security the purchaser acquires the rights in the security that the transferor had or had authority to convey, except that a purchaser who has been a party to any fraud or illegality affecting the security or who as a prior holder had notice of an adverse claim does not improve their position by taking from a later bona fide purchaser.

16. Subsection 61(2) is replaced by the following:

N o t i c e o f f i d u c i a r y d u t y

(2) Notwithstanding that a purchaser, or any broker for a seller or purchaser, has notice that a security is held for a third person or is registered in the name of or endorsed by a fiduciary, they have no duty to inquire into the rightfulness of the transfer and have no notice of an adverse claim, except that where they know that the consideration is to be used for, or that the transaction is for, the personal benefit of the fiduciary or is otherwise in breach of the fiduciary's duty, the purchaser or broker is deemed to have notice of an adverse claim.

17. (1) Subsection 63(1) is replaced by the following:

W a r r a n t i e s t o i s s u e r

63. (1) A person who presents a security for registration of transfer or for payment or exchange warrants to the issuer that the person is entitled to the registration, payment or exchange, except that a purchaser for value without notice of an adverse claim who receives a new, reissued or re-registered security on registration of transfer warrants only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement.

(2) Paragraph 63(2)(c) is replaced by the following:

    (c) the person knows of nothing that might impair the validity of the security.

(3) Subsection 63(3) is replaced by the following:

W a r r a n t i e s o f i n t e r m e d i a r y

(3) Where a security is delivered by an intermediary known by the purchaser to be entrusted with delivery of the security on behalf of another or with collection of a draft or other claim to be collected against such delivery, the intermediary by such delivery warrants only the intermediary's good faith and authority even if the intermediary has purchased or made advances against the draft or other claim to be collected against the delivery.

(4) Subsection 63(5) is replaced by the following:

W a r r a n t i e s o f b r o k e r

(5) A broker gives to a customer, to the issuer and to a purchaser, as the case may be, the warranties provided in this section and has the rights and privileges of a purchaser under this section, and those warranties of and in favour of the broker acting as an agent are in addition to warranties given by the customer and warranties given in favour of the customer.

18. Section 64 is replaced by the following:

R i g h t t o c o m p e l e n d o r s e m e n t

64. When a security in registered form is delivered to a purchaser without a necessary endorsement, the purchaser may become a bona fide purchaser only as of the time the endorsement is supplied, but against the transferor the transfer is complete on delivery and the purchaser has a specifically enforceable right to have any necessary endorsement supplied.

19. (1) Paragraph 65(1)(b) is replaced by the following:

    (b) if a person described in paragraph (a) is described as a fiduciary but is no longer serving in the described capacity, either that person or the person's successor;

(2) Paragraph 65(1)(g) is replaced by the following:

    (g) to the extent that a person described in paragraphs (a) to (f) may act through an agent, the authorized agent.

(3) Subsection 65(8) is replaced by the following:

I m m u n i t y o f e n d o r s e r

(8) Unless otherwise agreed, the endorser assumes no obligation that the security will be honoured by the issuer.

(4) Subsection 65(10) is replaced by the following:

F a i l u r e o f f i d u c i a r y t o c o m p l y

(10) Failure of a fiduciary to comply with a controlling instrument or with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of a transfer, does not render the fiduciary's endorsement unauthorized for the purposes of this Part.

20. (1) Paragraph 70(1)(a) is replaced by the following:

    (a) the purchaser or a person designated by the purchaser acquires possession of a security;

(2) Paragraphs 70(1)(c) and (d) are replaced by the following:

    (c) the broker of the purchaser sends the purchaser confirmation of the purchase and identifies in a record a specific security as belonging to the purchaser; or

    (d) with respect to an identified security to be delivered while still in the possession of a third person, that person acknowledges holding it for the purchaser.

(3) Subsection 70(2) is replaced by the following:

C o n s t r u c t i v e o w n e r s h i p

(2) A purchaser is the owner of a security that a broker holds for the purchaser , but is not a holder except in the cases referred to in paragraphs (1)(b) and (c).

21. (1) Paragraphs 71(1)(a) and (b) are replaced by the following:

    (a) the selling customer fulfils their duty to deliver by delivering the security to the selling broker or to a person designated by the selling broker or by causing an acknowledgment to be made to the selling broker that it is held for the selling broker ; and

    (b) the selling broker, including a correspondent broker, acting for a selling customer fulfils their duty to deliver by delivering the security or a like security to the buying broker or to a person designated by the buying broker or by effecting clearance of the sale in accordance with the rules of the exchange on which the transaction took place.

(2) Subsections 71(2) and (3) are replaced by the following:

D u t y t o d e l i v e r

(2) Subject to this section and unless otherwise agreed, a transferor's duty to deliver a security under a contract of purchase is not fulfilled until the transferor delivers the security in negotiable form to the purchaser or to a person designated by the purchaser, or causes an acknowledgment to be made to the purchaser that the security is held for the purchaser .

D e l i v e r y t o b r o k e r

(3) A sale to a broker purchasing for the broker's own account is subject to subsection (2) and not subsection (1), unless the sale is made on a stock exchange.

22. Subsection 72(1) is replaced by the following:

R i g h t t o r e c l a i m p o s s e s s i o n

72. (1) A person against whom the transfer of a security is wrongful for any reason, including incapacity, may against anyone except a bona fide purchaser reclaim possession of the security or obtain possession of any new security evidencing all or part of the same rights or claim damages.

23. Subsection 73(1) is replaced by the following:

R i g h t t o r e q u i s i t e s f o r r e g i s t r a t i o n

73. (1) Unless otherwise agreed, a transferor shall on demand supply a purchaser with proof of authority to transfer or with any other requisite that is necessary to obtain registration of the transfer of a security, but if the transfer is not for value a transferor need not do so unless the purchaser pays the reasonable and necessary costs of the proof and transfer.

24. Section 75 is replaced by the following:

N o c o n v e r s i o n i f g o o d f a i t h d e l i v e r y b y a g e n t

75. An agent or bailee who in good faith, including observance of reasonable commercial standards if the agent or bailee is in the business of buying, selling or otherwise dealing with securities of a corporation, has received securities and sold, pledged or delivered them according to the instructions of their principal is not liable for conversion or for participation in breach of fiduciary duty although the principal has no right to dispose of them.

25. (1) The portion of subsection 78(2) before paragraph (a) is replaced by the following:

D i s c h a r g e o f d u t y

(2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address furnished by the claimant or, if no such address has been furnished, to the claimant's residence or regular place of business, that a security has been presented for registration of transfer by a named person, and that the transfer will be registered unless within thirty days from the date of mailing the notice either

(2) Paragraph 78(3)(c) is replaced by the following:

    (c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer's possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary or the fiduciary's nominee.

26. (1) Subsection 80(1) is replaced by the following:

N o t i c e o f l o s t o r s t o l e n s e c u r i t y

80. (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of an adverse claim within a reasonable time after discovering the loss, destruction or taking and if the issuer has registered a transfer of the security before receiving such notice, the owner is precluded from asserting against the issuer any claim to a new security.

(2) Subsection 80(4) is replaced by the following:

R i g h t o f i s s u e r t o r e c o v e r

(4) In addition to any rights on an indemnity bond, the issuer may recover a new security issued under subsection (2) from the person to whom it was issued or anyone taking under the person other than a bona fide purchaser.

27. (1) Subsection 83(1) is replaced by the following:

C o n f l i c t o f i n t e r e s t

83. (1) No person shall be appointed as trustee if there is a material conflict of interest between their role as trustee and their role in any other capacity.

(2) The portion of subsection 83(2) before paragraph (a) is replaced by the following:

E l i m i n a t i n g c o n f l i c t o f i n t e r e s t

(2) A trustee shall, within ninety days after becoming aware that a material conflict of interest exists

28. Paragraphs 88(a) to (c) are replaced by the following:

    (a) declaring that they have read and understand the conditions of the trust indenture described in section 86;

    (b) describing the nature and scope of the examination or investigation on which the certificate, statement or opinion is based; and

    (c) declaring that they have made the examination or investigation that they believe necessary to enable them to make their statements or give their opinions.

29. The portion of section 91 before paragraph (a) is replaced by the following:

D u t y o f c a r e

91. A trustee in exercising their powers and discharging their duties shall

30. Sections 92 and 93 are replaced by the following:

R e l i a n c e o n s t a t e m e n t s

92. Notwithstanding section 91, a trustee is not liable if they rely in good faith on statements contained in a statutory declaration, certificate, opinion or report that complies with this Act or the trust indenture.

N o e x c u l p a t i o n

93. No term of a trust indenture or of any agreement between a trustee and the holders of debt obligations issued thereunder or between the trustee and the issuer or guarantor shall operate so as to relieve a trustee from the duties imposed on the trustee by section 91.

31. Sections 94 and 95 are replaced by the following:

F u n c t i o n s o f r e c e i v e r

94. A receiver of any property of a corporation may, subject to the rights of secured creditors, receive the income from the property and pay the liabilities connected with the property and realize the security interest of those on behalf of whom the receiver is appointed, but, except to the extent permitted by a court, the receiver may not carry on the business of the corporation.

F u n c t i o n s o f r e c e i v e r - m a n a g e r

95. A receiver of a corporation who is also appointed receiver-manager of the corporation may carry on any business of the corporation to protect the security interest of those on behalf of whom the receiver is appointed.

32. Paragraph 99(b) is replaced by the following:

    (b) deal with any property of the corporation in their possession or control in a commercially reasonable manner.

33. (1) Paragraph 100(a) is replaced by the following:

    (a) an order appointing, replacing or discharging a receiver or receiver-manager and approving their accounts;

(2) Paragraph 100(d) is replaced by the following:

    (d) an order requiring the receiver or receiver-manager, or a person by or on behalf of whom the receiver or receiver-manager is appointed, to make good any default in connection with the receiver's or receiver-manager's custody or management of the property and business of the corporation, or to relieve any such person from any default on such terms as the court thinks fit, and to confirm any act of the receiver or receiver-manager; and

34. Section 101 is replaced by the following:

D u t i e s o f r e c e i v e r a n d r e c e i v e r - m a n a g e r

101. A receiver or receiver-manager shall

    (a) immediately notify the Director of their appointment and discharge;

    (b) take into their custody and control the property of the corporation in accordance with the court order or instrument under which they are appointed;

    (c) open and maintain a bank account in their name as receiver or receiver-manager of the corporation for the moneys of the corporation coming under their control;

    (d) keep detailed accounts of all transactions carried out as receiver or receiver-manager;

    (e) keep accounts of their administration that shall be available during usual business hours for inspection by the directors of the corporation;

    (f) prepare at least once in every six month period after the date of their appointment financial statements of their administration as far as is practicable in the form required by section 155; and

    (g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f).

35. Subsection 106(5) is replaced by the following:

N o s t a t e d t e r m s

(5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following the director's election.

36. (1) Paragraph 107(b) is replaced by the following:

    (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 may cast all of those votes in favour of one candidate or distribute them among the candidates in any manner;

(2) Paragraph 107(d) is replaced by the following:

    (d) if a shareholder has voted for more than one candidate without specifying the distribution of votes, the shareholder is deemed to have distributed the votes equally among those candidates;

(3) Paragraph 107(f) is replaced by the following:

    (f) each director ceases to hold office at the close of the first annual meeting of shareholders following the director's election;

37. Subsection 108(1) is replaced by the following:

C e a s i n g t o h o l d o f f i c e

108. (1) A director of a corporation ceases to hold office when the director

    (a) dies or resigns;

    (b) is removed in accordance with section 109; or

    (c) becomes disqualified under subsection 105(1).

38. The portion of subsection 110(2) after paragraph (a) is replaced by the following:

    (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 corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution.

39. Subsection 111(5) is replaced by the following:

U n e x p i r e d t e r m

(5) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

40. Section 116 is replaced by the following:

V a l i d i t y o f a c t s o f d i r e c t o r s a n d o f f i c e r s

116. An act of a director or officer is valid notwithstanding an irregularity in their election or appointment or a defect in their qualification.

41. Subsection 118(6) is replaced by the following:

N o l i a b i l i t y

(6) A director who proves that the director did not know and could not reasonably have known that the share was issued for a consideration less than the fair equivalent of the money that the corporation would have received if the share had been issued for money is not liable under subsection (1).

42. (1) Subsection 119(3) is replaced by the following:

L i m i t a t i o n

(3) A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section.

(2) Subsection 119(5) is replaced by the following:

S u b r o g a t i o n o f d i r e c t o r

(5) Where a director pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to, and where a judgment has been obtained, the director is entitled to an assignment of the judgment.

43. (1) The portion of subsection 122(1) before paragraph (a) is replaced by the following:

D u t y o f c a r e o f d i r e c t o r s a n d o f f i c e r s

122. (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall

(2) Subsection 122(3) is replaced by the following:

N o e x c u l p a t i o n

(3) Subject to subsection 146(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach thereof.

44. (1) Subsection 123(1) is replaced by the following:

123. (1) A director who is present at a meeting of directors or committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless

    (a) the director requests a dissent to be entered in the minutes of the meeting, or the dissent has been entered in the minutes;

    (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

    (c) the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned.

(2) Subsection 123(3) is replaced by the following:

D i s s e n t o f a b s e n t d i r e c t o r

(3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented thereto unless within seven days after becoming aware of the resolution, the director aware or the resolution, the director

    (a) causes a dissent to be placed with the minutes of the meeting; or

    (b) sends a dissent by registered mail or delivers it to the registered office of the corporation.

45. Paragraph 126(2)(c) is replaced by the following:

    (c) a person is deemed to beneficially own shares that are beneficially owned by a body corporate controlled directly or indirectly by the person ;

46. Section 136 is replaced by the following:

W a i v e r o f n o t i c e

136. A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

47. Subsection 140(3) is replaced by the following:

P o w e r s o f r e p r e s e n t a t i v e

(3) An individual authorized under subsection (2) may exercise on behalf of the body corporate or association all the powers it could exercise if it were an individual shareholder.

48. The definition ``proxy'' in section 147 is replaced by the following:

` ` p r o x y ' '
« p r o c u r a t i o n »

``proxy'' means a completed and executed form of proxy by means of which a shareholder appoints a proxyholder to attend and act on the shareholder's behalf at a meeting of shareholders;

49. (1) Subsection 148(2) is replaced by the following:

E x e c u t i o n o f p r o x y

(2) A proxy shall be executed by the shareholder or by the shareholder's attorney authorized in writing.

(2) The portion of paragraph 148(4)(a) before subparagraph (i) is replaced by the following:

    (a) by depositing an instrument in writing executed by the shareholder or by the shareholder's attorney authorized in writing

50. (1) Subsection 152(2) is replaced by the following:

R i g h t o f a p r o x y h o l d e r

(2) A proxyholder or an alternate proxyholder has the same rights as the shareholder by whom they were appointed to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at such a meeting in respect of any matter by way of any show of hands.

(2) Paragraph 152(3)(a) is replaced by the following:

    (a) the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; and

51. Subsection 159(1) is replaced by the following:

C o p i e s t o s h a r e h o l d e r s

159. (1) A corporation shall, not less than twenty-one days before each annual meeting of shareholders or before the signing of a resolution under paragraph 142(1)(b) in lieu of the annual meeting, send a copy of the documents referred to in section 155 to each shareholder, except to a shareholder who has informed the corporation in writing that he or she does not want a copy of those documents.

52. (1) Subsection 161(1) is replaced by the following:

Q u a l i f i c a t i o n o f a u d i t o r

161. (1) Subject to subsection (5), a person is disqualified from being an auditor of a corporation if the person is not independent of the corporation, any of its affiliates, or the directors or officers of any such corporation or its affiliates.

(2) Subsection 161(3) is replaced by the following:

D u t y t o r e s i g n

(3) An auditor who becomes disqualified under this section shall, subject to subsection (5), resign forthwith after becoming aware of the disqualification.

53. Subsection 164(1) is replaced by the following:

C e a s i n g t o h o l d o f f i c e

164. (1) An auditor of a corporation ceases to hold office when the auditor

    (a) dies or resigns; or

    (b) is removed pursuant to section 165.

54. Subsection 166(4) is replaced by the following:

U n e x p i r e d t e r m

(4) An auditor appointed to fill a vacancy holds office for the unexpired term of the auditor's predecessor.

55. (1) Subsections 168(1) and (2) are replaced by the following:

R i g h t t o a t t e n d m e e t i n g

168. (1) The auditor of a corporation is entitled to receive notice of every meeting of shareholders and, at the expense of the corporation, to attend and be heard on matters relating to the auditor's duties.

D u t y t o a t t e n d

(2) If a director or shareholder of a corporation, whether or not the shareholder is entitled to vote at the meeting, gives written notice not less than ten days before a meeting of shareholders to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to their duties as auditor.

(2) Subsection 168(5) is replaced by the following:

S t a t e m e n t o f a u d i t o r

(5) An auditor is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing any proposed action or resolution when the auditor

    (a) resigns;

    (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the auditor from office;

    (c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed to fill the office of auditor, whether because of the resignation or removal of the incumbent auditor or because the auditor's term of office has expired or is about to expire; or

    (d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 163 is to be proposed.

(3) Subsections 168(7) and (8) are replaced by the following:

R e p l a c i n g a u d i t o r

(7) No person shall accept appointment or consent to be appointed as auditor of a corporation to replace an auditor who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that auditor a written statement of the circumstances and the reasons, in that auditor's opinion, for their replacement .

E x c e p t i o n

(8) Notwithstanding subsection (7), a person otherwise qualified may accept appointment or consent to be appointed as auditor of a corporation if, within fifteen days after making the request referred to in that subsection, the person does not receive a reply.

56. Subsection 169(1) is replaced by the following:

E x a m i n a t i o n

169. (1) An auditor of a corporation shall make the examination that is in their opinion necessary to enable them to report in the prescribed manner on the financial statements required by this Act to be placed before the shareholders, except such financial statements or part thereof that relate to the period referred to in subparagraph 155(1)(a)(ii).

57. (1) The portion of subsection 170(1) after paragraph (b) is replaced by the following:

as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169 and that the directors, officers, employees or agents are reasonably able to furnish.

(2) Paragraph 170(2)(a) is replaced by the following:

    (a) obtain from the present or former directors, officers, employees and agents of any subsidiary of the corporation the information and explanations that the present or former directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under section 169; and

58. Subsections 171(6) and (7) are replaced by the following:

N o t i c e o f e r r o r s

(6) A director or an officer of a corporation shall forthwith notify the audit committee and the auditor of any error or mis-statement of which the director or officer becomes aware in a financial statement that the auditor or a former auditor has reported on.

E r r o r i n f i n a n c i a l s t a t e m e n t s

(7) An auditor or former auditor of a corporation who is notified or becomes aware of an error or mis-statement in a financial statement on which they have reported, if in their opinion the error or mis-statement is material, shall inform each director accordingly.

59. Subsection 175(2) is replaced by the following:

N o t i c e o f a m e n d m e n t

(2) Notice of a meeting of shareholders at which a proposal to amend the articles is to be considered shall set out the proposed amendment and, where applicable, shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amendment.

60. Paragraph 183(2)(b) is replaced by the following:

    (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate an amalgamation.

61. Subsection 187(8) is replaced by the following:

I s s u e d s h a r e s

(8) Subject to subsection 49(8), a share of a body corporate issued before the body corporate was continued under this Act is deemed to have been issued in compliance with this Act and with the provisions of the articles of continuance irrespective of whether the share is fully paid and irrespective of any designation, rights, privileges, restrictions or conditions set out on or referred to in the certificate representing the share; and continuance under this section does not deprive a holder of any right or privilege that the holder claims under, or relieve the holder of any liability in respect of, an issued share.

62. Subsection 188(3) is replaced by the following:

N o t i c e o f m e e t i n g

(3) A notice of a meeting of shareholders complying with section 135 shall be sent in accordance with that section to each shareholder and shall state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a discontinuance under this Act.

63. Paragraph 189(4)(b) is replaced by the following:

    (b) state that a dissenting shareholder is entitled to be paid the fair value of their shares in accordance with section 190, but failure to make that statement does not invalidate a sale, lease or exchange referred to in subsection (3).

64. (1) Subsections 190(3) to (8) are replaced by the following:

P a y m e n t f o r s h a r e s

(3) In addition to any other right the shareholder may have, but subject to subsection (26), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents or an order made under subsection 192(4) becomes effective, to be paid by the corporation the fair value of the shares in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted or the order was made.

N o p a r t i a l d i s s e n t

(4) A dissenting shareholder may only claim under this section with respect to all the shares of a class held on behalf of any one beneficial owner and registered in the name of the dissenting shareholder.

O b j e c t i o n

(5) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting and of their right to dissent.

N o t i c e o f r e s o l u t i o n

(6) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (5) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn their objection.

D e m a n d f o r p a y m e n t

(7) A dissenting shareholder shall, within twenty days after receiving a notice under subsection (6) or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing

    (a) the shareholder's name and address;

    (b) the number and class of shares in respect of which the shareholder dissents; and

    (c) a demand for payment of the fair value of such shares.

S h a r e c e r t i f i c a t e

(8) A dissenting shareholder shall, within thirty days after sending a notice under subsection (7), send the certificates representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent.

(2) Subsection 190(11) is replaced by the following:

S u s p e n s i o n o f r i g h t s

(11) On sending a notice under subsection (7), a dissenting shareholder ceases to have any rights as a shareholder other than to be paid the fair value of their shares as determined under this section except where

    (a) the shareholder withdraws that notice before the corporation makes an offer under subsection (12),

    (b) the corporation fails to make an offer in accordance with subsection (12) and the shareholder withdraws the notice, or

    (c) the directors revoke a resolution to amend the articles under subsection 173(2) or 174(5), terminate an amalgamation agreement under subsection 183(6) or an application for continuance under subsection 188(6), or abandon a sale, lease or exchange under subsection 189(9),

in which case the shareholder's rights are reinstated as of the date the notice was sent .

(3) Paragraph 190(12)(a) is replaced by the following:

    (a) a written offer to pay for their shares in an amount considered by the directors of the corporation to be the fair value, accompanied by a statement showing how the fair value was determined; or

(4) Paragraph 190(19)(b) is replaced by the following:

    (b) the corporation shall notify each affected dissenting shareholder of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

(5) Paragraph 190(25)(a) is replaced by the following:

    (a) withdraw their notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder is reinstated to their full rights as a shareholder; or

65. (1) Subparagraphs 206(3)(c)(i) and (ii) are replaced by the following:

      (i) to transfer their shares to the offeror on the terms on which the offeror acquired the shares of the offerees who accepted the take-over bid, or

      (ii) to demand payment of the fair value of the shares in accordance with subsections (9) to (18) by notifying the offeror within twenty days after receiving the offeror's notice;

(2) Paragraph 206(3)(e) is replaced by the following:

    (e) a dissenting offeree must send their shares to which the take-over bid relates to the offeree corporation within twenty days after receiving the offeror's notice.

(3) Subsection 206(11) is replaced by the following:

S t a t u s o f d i s s e n t e r i f n o c o u r t a p p l i c a t i o n

(11) Where no application is made to a court under subsection (10) within the period set out in that subsection, a dissenting offeree is deemed to have elected to transfer their shares to the offeror on the same terms that the offeror acquired the shares from the offerees who accepted the take-over bid.

(4) Paragraph 206(14)(b) is replaced by the following:

    (b) the offeror shall notify each affected dissenting offeree of the date, place and consequences of the application and of their right to appear and be heard in person or by counsel.

(5) Subsection 206(17) is replaced by the following:

F i n a l o r d e r

(17) The final order of the court shall be made against the offeror in favour of each dissenting offeree and for the amount for the shares as fixed by the court.

(6) Paragraph 206(18)(c) is replaced by the following:

    (c) allow a reasonable rate of interest on the amount payable to each dissenting offeree from the date they send or deliver their share certificates under subsection (5) until the date of payment; and

66. The portion of subsection 212(2) before paragraph (b) is replaced by the following:

P u b l i c a t i o n

(2) The Director shall not dissolve a corporation under this section until the Director has

    (a) given one hundred and twenty days notice of the decision to dissolve the corporation to the corporation and to each director thereof; and

67. Paragraph 217(o) is replaced by the following:

    (o) after the liquidator has rendered a final account to the court, an order dissolving the corporation.

68. Subsection 219(2) is replaced by the following:

D e l e g a t i o n b y l i q u i d a t o r

(2) The liquidator may delegate any powers vested in the liquidator by paragraph (1)(b) to the directors or shareholders.

69. (1) Paragraph 221(a) is replaced by the following:

    (a) forthwith after appointment give notice thereof to the Director and to each claimant and creditor known to the liquidator;

(2) Paragraph 221(c) is replaced by the following:

    (c) take into custody and control the property of the corporation;

(3) Paragraphs 221(h) and (i) are replaced by the following:

    (h) deliver to the court and to the Director, at least once in every twelve month period after appointment or more often as the court may require, financial statements of the corporation in the form required by section 155 or in such other form as the liquidator may think proper or as the court may require; and

    (i) after the final accounts are approved by the court, distribute any remaining property of the corporation among the shareholders according to their respective rights.

70. Subsection 222(3) is replaced by the following:

A p p l i c a t i o n f o r e x a m i n a t i o n

(3) If a liquidator has reason to believe that any person has in their possession or under their control, or has concealed, withheld or misappropriated any property of the corporation, the liquidator may apply to the court for an order requiring that person to appear before the court at the time and place designated in the order and to be examined.

71. The portion of subsection 223(2) before paragraph (b) is replaced by the following:

F i n a l a c c o u n t s

(2) Within one year after appointment, and after paying or making adequate provision for all claims against the corporation, the liquidator shall apply to the court

    (a) for approval of the final accounts and for an order permitting the liquidator to distribute in money or in kind the remaining property of the corporation to its shareholders according to their respective rights; or

72. The portion of subsection 226(5) before paragraph (b) is replaced by the following:

R e p r e s e n t a t i v e a c t i o n

(5) A court may order an action referred to in subsection (4) to be brought against the persons who were shareholders as a class, subject to such conditions as the court thinks fit and, if the plaintiff establishes a claim, the court may refer the proceedings to a referee or other officer of the court who may

    (a) add as a party to the proceedings each person who was a shareholder found by the plaintiff;

73. Subsection 227(3) is replaced by the following:

R e c o v e r y

(3) A person who establishes an entitlement to any moneys paid to the Receiver General under this Act shall be paid by the Receiver General an equivalent amount out of the Consolidated Revenue Fund.

74. Subsection 229(3) is replaced by the following:

N o t i c e t o D i r e c t o r

(3) A security holder who makes an application under subsection (1) shall give the Director reasonable notice thereof and the Director is entitled to appear and be heard in person or by counsel.

75. (1) The portion of subsection 235(1) before paragraph (a) is replaced by the following:

I n f o r m a t i o n r e s p e c t i n g o w n e r s h i p a n d c o n t r o l

235. (1) If the Director is satisfied that, for the purposes of Part XI, XIII or XVII, or for the purposes of enforcing any regulation made under section 174, there is reason to inquire into the ownership or control of a security of a corporation or any of its affiliates, the Director may require any person that the Director reasonably believes has or has had an interest in the security or acts or has acted on behalf of a person with such an interest to report to him or her or to any person the Director designates

(2) Subsection 235(2) is replaced by the following:

C o n s t r u c t i v e i n t e r e s t i n s e c u r i t i e s

(2) For the purposes of subsection (1), a person is deemed to have an interest in a security if

    (a) the person has a right to vote or to acquire or dispose of the security or any interest therein;

    (b) the person's consent is necessary for the exercise of the rights or privileges of any other person interested in the security; or

    (c) any other person interested in the security can be required or is accustomed to exercise rights or privileges attached to the security in accordance with the person's instructions.

76. Section 236 is replaced by the following:

S o l i c i t o r - c l i e n t p r i v i l e g e

236. Nothing in this Part shall be construed as affecting solicitor-client privilege.

77. Paragraph 241(3)(g) is replaced by the following:

    (g) an order directing a corporation, subject to subsection (6), or any other person, to pay a security holder any part of the monies that the security holder paid for securities;

78. Paragraph 243(3)(c) is replaced by the following:

    (c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation, whether the issue arises between two or more security holders or alleged security holders, or between the corporation and any security holders or alleged security holders; and

79. Section 244 is replaced by the following:

A p p l i c a t i o n f o r d i r e c t i o n s

244. The Director may apply to a court for directions in respect of any matter concerning the Director's duties under this Act, and on such application the court may give such directions and make such further order as it thinks fit.

80. Section 245 is replaced by the following:

N o t i c e o f r e f u s a l b y D i r e c t o r

245. (1) If the Director refuses to file any articles or other document that this Act requires the Director to file before the articles or other document become effective, the Director shall, within twenty days after receiving them or twenty days after receiving any approval that may be required under any other Act, whichever is later, give written notice of the refusal to the person who sent the articles or document, giving reasons.

D e e m e d r e f u s a l

(2) If the Director does not file or give written notice of the refusal to file any articles or document within the time limited therefor in subsection (1), the Director is deemed for the purposes of section 246 to have refused to file the articles or document.

81. Section 247 is replaced by the following:

R e s t r a i n i n g o r c o m p l i a n c e o r d e r

247. If a corporation or any director, officer, employee, agent, auditor, trustee, receiver, receiver-manager or liquidator of a corporation does not comply with this Act, the regulations, articles, by-laws, or a unanimous shareholder agreement, a complainant or a creditor of the corporation may, in addition to any other right they have , apply to a court for an order directing any such person to comply with, or restraining any such person from acting in breach of, any provisions thereof, and on such application the court may so order and make any further order it thinks fit.

82. Subsection 250(3) is replaced by the following:

I m m u n i t y

(3) No person is guilty of an offence under subsection (1) or (2) if the person did not know , and in the exercise of reasonable diligence could not have known, of the untrue statement or omission.

83. Subsection 252(1) is replaced by the following:

O r d e r t o c o m p l y

252. (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.

84. (1) Paragraphs 253(1)(a) and (b) are replaced by the following:

    (a) the shareholder at the shareholder's latest address as shown in the records of the corporation or its transfer agent; and

    (b) the director at the director's latest address as shown in the records of the corporation or in the last notice filed under section 106 or 113.

(2) Subsection 253(3) is replaced by the following:

D e e m e d r e c e i p t

(3) A notice or document sent in accordance with subsection (1) to a shareholder or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the shareholder or director did not receive the notice or document at that time or at all.

85. Subsection 259(1) is replaced by the following:

P r o o f r e q u i r e d b y D i r e c t o r

259. (1) The Director may require that a document or a fact stated in a document required by this Act or the regulations to be sent to the Director shall be verified in accordance with subsection (2).

86. Subsection 262(3) is replaced by the following:

D a t e o f c e r t i f i c a t e

(3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order pursuant to which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

87. Section 264 is replaced by the following:

A l t e r a t i o n

264. The Director may alter a notice or document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person's representative.