Restrictions	(8) No restriction, charge, agreement or endorsement described in the following paragraphs is effective against a transferee of a security, issued by a corporation or by a body corporate before the body corporate was continued under this Act, who has no actual knowledge of the restriction, charge, agreement or endorsement unless it or a reference to it is noted conspicuously on the security certificate:
	(a) a restriction on transfer other than a constraint under section 174;
	(b) a charge in favour of the corporation;
	(c) a unanimous shareholder agreement; or
	(d) an endorsement under subsection 190(10).
Limit on restriction	(9) A distributing corporation, any of the issued shares of which remain outstanding and are held by more than one person, shall not have a restriction on the transfer or ownership of its shares of any class or series except by way of a constraint permitted under section 174.
Notation of constraint	(10) Where the articles of a corporation constrain the issue, transfer or ownership of shares of any class or series in order to assist
	(a) the corporation or any of its affiliates or associates to qualify under any prescribed law of Canada or a province to receive licences, permits, grants, payments or other benefits by reason of attaining or maintaining a specified level of Canadian ownership or control, or
	(b) the corporation to comply with any prescribed law,
	the constraint, or a reference to it, shall be con spicuously noted on every security certificate of the corporation evidencing a share that is subject to the constraint where the security certificate is issued after the day on which the share becomes subject to the constraint under this Act.
	31. (1) Paragraphs 51(2)(a) and (b) of the Act are replaced by the following:
	(a) the heir of a deceased security holder, or the personal representative of the heirs, or the personal representative of the estate of a deceased security holder;
	(b) a personal representative of a registered security holder who is an infant, an incompetent person or a missing person; or
	(2) Subsection 51(5) of the Act is replaced by the following:
Persons less than eighteen years of age	(5) If a person who is less than eighteen years of age exercises any rights of ownership in the securities of a corporation, no subsequent repudiation or avoidance is effective against the corporation.
	(3) Subsection 51(8) of the Act is replaced by the following:
Excepted transmissions	(8) Despite subsection (7), if the laws of the jurisdiction governing the transmission of a security of a deceased holder do not require a grant of probate or of letters of administration in respect of the transmission, a personal representative of the deceased holder is entitled, subject to any applicable law relating to the collection of taxes, to become a registered holder or to designate a registered holder, if the personal representative deposits with the corporation or its transfer agent
	(a) the security certificate that was owned by the deceased holder; and
	(b) reasonable proof of the governing laws, of the deceased holder's interest in the security and of the right of the personal representative or the person designated by the personal representative to become the registered holder.
	32. Paragraph 65(1)(d) of the English version of the Act is replaced by the following:
	(d) if a person described in paragraph (a) is an individual and is without capacity to act by reason of death, incompetence, minority, or other incapacity, the person's fiduciary;
	33. Section 75 of the French version of the Act is replaced by the following:
Cas de non-responsa- bilité du mandataire ou dépositaire	75. Le mandataire ou le dépositaire de bonne foi - ayant respecté les normes commerciales raisonnables si, de par sa profession, il négocie les valeurs mobilières d'une société - qui a reçu, vendu, donné en gage ou livré ces valeurs mobilières conformément aux instructions de son mandant ne peut être tenu responsable de détournement ni de violation d'une obligation de représentant, même si le mandant n'avait pas le droit d'aliéner ces valeurs mobilières.
	34. Subsection 82(2) of the French version of the Act is replaced by the following:
Champ d'application	(2) La présente partie s'applique aux actes de fiducie prévoyant une émission de titres de créances par voie d'un appel public à l'épargne.
	35. Section 102 of the Act is replaced by the following:
Duty to manage or supervise management	102. (1) Subject to any unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.
Number of directors	(2) A corporation shall have one or more directors but a distributing corporation, any of the issued securities of which remain outstanding and are held by more than one person, shall have not fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.
	36. Subsection 103(1) of the French version of the Act is replaced by the following:
Règlements administratifs	103. (1) Sauf disposition contraire des statuts, des règlements administratifs ou de conventions unanimes des actionnaires, les administrateurs peuvent, par résolution, prendre, modifier ou révoquer tout règlement administratif portant sur les activités commerciales ou les affaires internes de la société.
	37. (1) Subsection 105(3) of the Act is replaced by the following:
Residency	(3) Subject to subsection (3.1), at least twenty-five per cent of the directors of a corporation must be resident Canadians. However, if a corporation has less than four directors, at least one director must be a resident Canadian.
Exception - Canadian ownership or control	(3.1) If a corporation engages in an activity in Canada in a prescribed business sector or if a corporation, by an Act of Parliament or by a regulation made under an Act of Parliament, is required, either individually or in order to engage in an activity in Canada in a particular business sector, to attain or maintain a specified level of Canadian ownership or control, or to restrict, or to comply with a restriction in relation to, the number of voting shares that any one shareholder may hold, own or control, then a majority of the directors of the corporation must be resident Canadians.
Clarification	(3.2) Nothing in subsection (3.1) shall be construed as reducing any requirement for a specified number or percentage of resident Canadian directors that otherwise applies to a corporation referred to in that subsection.
If only one or two directors	(3.3) If a corporation referred to in subsection (3.1) has only one or two directors, that director or one of the two directors, as the case may be, must be a resident Canadian.
	(2) The portion of subsection 105(4) of the Act before paragraph (a) is replaced by the following:
Exception for holding corporation	(4) Despite subsection (3.1), not more than one third of the directors of a holding corporation referred to in that subsection need be resident Canadians if the holding corporation earns in Canada directly or through its subsidiaries less than five per cent of the gross revenues of the holding corporation and all of its subsidiary bodies corporate together as shown in
	38. (1) Subsection 106(1) of the Act is replaced by the following:
Notice of directors	106. (1) At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form that the Director fixes, and the Director shall file the notice.
1994, c. 24, s. 11	(2) Subsections 106(7) and (8) of the Act are replaced by the following:
Vacancy among candidates	(7) If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, disqualification, incapacity or death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.
Appointment of directors	(8) The directors may, if the articles of the corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of shareholders.
Election or appointment as director	(9) An individual who is elected or appointed to hold office as a director is not a director and is deemed not to have been elected or appointed to hold office as a director unless
	(a) he or she was present at the meeting when the election or appointment took place and he or she did not refuse to hold office as a director; or
	(b) he or she was not present at the meeting when the election or appointment took place and
	(i) he or she consented to hold office as a director in writing before the election or appointment or within ten days after it, or
	(ii) he or she has acted as a director pursuant to the election or appointment.
	39. Paragraphs 107(g) and (h) of the English version of the Act are replaced by the following:
	(g) a director may be removed from office only if the number of votes cast in favour of the director's removal is greater than the product of the number of directors required by the articles and the number of votes cast against the motion; and
	(h) the number of directors required by the articles may be decreased only if the votes cast in favour of the motion to decrease the number of directors is greater than the product of the number of directors required by the articles and the number of votes cast against the motion.
	40. Section 109 of the Act is amended by adding the following after subsection (3):
Resignation (or removal)	(4) If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the business and affairs of the corporation is deemed to be a director for the purposes of this Act.
Exception	(5) Subsection (4) does not apply to
	(a) an officer who manages the business or affairs of the corporation under the direction or control of a shareholder or other person;
	(b) a lawyer, notary, accountant or other professional who participates in the management of the corporation solely for the purpose of providing professional services; or
	(c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or the administration of a bankrupt's estate, in the case of a trustee in bankruptcy.
	41. Subsections 111(1) to (3) of the Act are replaced by the following:
Filling vacancy	111. (1) Despite subsection 114(3), but subject to subsections (3) and (4), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the articles.
Calling meeting	(2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any shareholder.
Class director	(3) If the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors and a vacancy occurs among those directors,
	(a) subject to subsection (4), the remaining directors elected by the holders of that class or series of shares may fill the vacancy except a vacancy resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the articles for that class or series; or
	(b) if there are no remaining directors any holder of shares of that class or series may call a meeting of the holders of shares of that class or series for the purpose of filling the vacancy.
	42. Subsection 113(1) of the Act is replaced by the following:
Notice of change of director or director's address	113. (1) A corporation shall, within fifteen days after
	(a) a change is made among its directors, or
	(b) it receives a notice of change of address of a director referred to in subsection (1.1),
	send to the Director a notice, in the form that the Director fixes, setting out the change, and the Director shall file the notice.
Director's change of address	(1.1) A director shall, within fifteen days after changing his or her address, send the corporation a notice of that change.
	43. (1) Subsections 114(3) and (4) of the Act are replaced by the following:
Canadian directors present at meetings	(3) Directors, other than directors of a corporation referred to in subsection 105(4), shall not transact business at a meeting of directors unless,
	(a) if the corporation is subject to subsection 105(3), at least twenty-five per cent of the directors present are resident Canadians or, if the corporation has less than four directors, at least one of the directors present is a resident Canadian; or
	(b) if the corporation is subject to subsection 105(3.1), a majority of directors present are resident Canadians or if the corporation has only two directors, at least one of the directors present is a resident Canadian.
Exception	(4) Despite subsection (3), directors may transact business at a meeting of directors where the number of resident Canadian directors, required under that subsection, is not present if
	(a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and
	(b) the required number of resident Canadian directors would have been present had that director been present at the meeting.
	(2) Subsection 114(9) of the Act is replaced by the following:
Participation	(9) Subject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director participating in such a meeting by such means is deemed for the purposes of this Act to be present at that meeting.
	44. (1) Subsection 115(2) of the Act is repealed.
	(2) Paragraphs 115(3)(b) and (c) of the Act are replaced by the following:
	(b) fill a vacancy among the directors or in the office of auditor, or appoint additional directors;
	(c) issue securities except as authorized by the directors;
	(c.1) issue shares of a series under section 27 except as authorized by the directors;
	(3) Paragraph 115(3)(f) of the Act is replaced by the following:
	(f) pay a commission referred to in section 41 except as authorized by the directors;
	45. Section 117 of the Act is amended by adding the following after subsection (2):
Evidence	(3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
	46. (1) Subsection 118(1) of the English version of the Act is replaced by the following: