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| Copyright (c) Queen's Printer, Victoria, British Columbia, Canada |
IMPORTANT INFORMATION |
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COMPANY ACT Continued
[RSBC 1996] CHAPTER 62
100 (1) Every contract that, if made between individuals, would by law be required to be in writing and under seal, may be made for a company in writing under seal and, in the same manner, may be varied or discharged.
(2) Every contract that, if made between individuals, would by law be required to be in writing and signed by the parties to be charged, may be made for the company in writing signed by a person acting under the company's authority, express or implied, and, in the same manner, may be varied or discharged.
(3) Every contract that, if made between individuals, would by law be valid although made orally and not reduced to writing, may be made in the same manner for the company by a person acting under its authority, express or implied, and, in the same manner, may be varied or discharged.
(4) Every contract made according to this section is effectual in law, and binds the company, its successors and all other parties to the contract.
(5) Every bill of exchange or promissory note is deemed to have been made, accepted or endorsed on behalf of a company if made, accepted or endorsed in the name of, or by, or on behalf of, or on account of, the company by a person acting under the company's authority.
101 A document that requires authentication or certification by a company may be authenticated or certified by a director, or officer of the company, or by the solicitor for the company, and need not be under the company's common seal.
102 A company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise,
(a) if at the time of the giving of financial assistance the company is insolvent, or
(b) if, in the case of a loan, the giving of the loan would render the company insolvent,
and section 236 (2) applies to this section.
103 (1) A company must not give financial assistance to a person, directly or indirectly, by way of loan, guarantee, the provision of security, or otherwise,
(a) for the purpose of a purchase or subscription made or to be made by that person of, or for, shares of the company, or any debt obligations of the company carrying a right of conversion into or exchange for shares of the company,
(b) on the security, in whole or in part, of a pledge of or charge on shares of the company given by that person to the company, or
(c) in any other case, unless there are reasonable grounds for believing that, or the directors are of the opinion that, the giving of the financial assistance is in the best interests of the company.
(2) Despite subsection (1), a company, if previously authorized by special resolution and if there are reasonable grounds for believing that the giving of the financial assistance is in the best interests of the company, may
(a) provide money, in accordance with a scheme for the time being in force, for the subscription for or purchase of shares or debt obligations of the company by trustees, to be held by or for the benefit of a bona fide employee of the company or of an affiliate of the company, and
(b) provide financial assistance to bona fide full time employees of the company, or of an affiliate, to enable them to purchase or subscribe for shares or debt obligations of the company to be held beneficially by them.
(3) Despite subsection (1), if the financial assistance
(a) is given in connection with an acquisition of shares made or to be made by a person either alone or with the person's associates and, after the acquisition, not less than 90% of the issued shares of each class of shares in the capital of the company will be owned by that person and that person's associates, and
(b) is authorized by special resolution before it is given,
a company that is not a reporting company may give financial assistance to or for the benefit of that person.
(4) If a company proposes to give financial assistance under subsection (3), any member of the company may, until 2 days before the meeting at which approval is sought, give a notice of dissent to the company in respect of the member's shares and, in that event, section 207 applies.
(5) Despite subsection (1), financial assistance may be given to or for the benefit of
(a) a wholly owned subsidiary by its holding company,
(b) its holding company by a wholly owned subsidiary,
(c) a company by another company, if both companies are wholly owned subsidiaries of the same holding company or are wholly owned by the same person, and
(d) the sole member of a company, by that company.
104 Despite a contract to which a company is a party being made in contravention of section 102 or 103, a bona fide lender for value without notice, or the company, may enforce the contract.
105 [Repealed 1999-48-19.]
106 (1) Every company or extraprovincial company must display its name in legible characters
(a) at every office, or place, at which it carries on business, in a conspicuous position,
(b) in all notices and other official publications,
(c) on all its contracts, business letters, and orders for goods, and on all its invoices, statements of accounts, receipts and letters of credit, and
(d) on all bills of exchange, promissory notes, endorsements, cheques and orders for money signed by it or on its behalf.
(2) If a company has a common seal, the company must have its name engraved in legible characters on the common seal.
(3) If an officer or director of a company or an extraprovincial company, or a person on the company's or extraprovincial company's behalf, knowingly permits the company or extraprovincial company not to display or use its name as required by subsection (1) (a), (b) or (c) or by subsection (2), the officer, director or person, as the case may be, is personally liable to indemnify a purchaser or supplier of goods or services or a holder of any security of the company who suffers loss or damage as a result of being misled by that failure to display or use the name.
(4) If an officer or director of a company or an extraprovincial company, or a person on the company's or extraprovincial company's behalf, issues or authorizes the issue of any instrument referred to in subsection (1) (d) that does not display the name of the company or extraprovincial company, the officer, director or person, as the case may be, is personally liable to the holder of the instrument for the amount of the instrument, unless it is duly paid by the company or extraprovincial company.
107 (1) A person, other than a corporation entitled or required to use the words, must not use in British Columbia any name of which "limited", "limitée", "limited liability", "incorporated", "incorporée", "corporation", "international financial business", "non-personal liability", "(VCC)" or "(EVCC)", or any contraction of them is a part.
(2) Every person who contravenes subsection (1) commits an offence and is liable to a fine not exceeding $50 for each day in which a violation occurs.
108 Every company must have at least one director, and a reporting company must have at least 3 directors.
109 (1) The majority of the directors of every company must be persons ordinarily resident in Canada.
(2) One director of every company must be ordinarily resident in British Columbia.
110 (1) The subscribers to the memorandum are the first directors of the company.
(2) Succeeding directors must be elected or appointed in accordance with the articles of the company.
(3) If the articles so provide, the directors, between annual general meetings, may appoint one or more additional directors of the company, but the number of additional directors must not at any time exceed 1/3 of the number of directors elected or appointed at the last annual general meeting of the company.
111 Every reporting company, not less than 56 days before it holds a general meeting at which a director is to be elected, must publish in the manner prescribed by the regulations an advance notice of the meeting that
(a) gives the date of the meeting,
(b) invites written nominations for director signed by members holding in the aggregate not less than 10% of the shares having the right to vote at the meeting,
(c) states that, if any nomination referred to in paragraph (b) is delivered to the registered office of the company not less than 35 days before the date of the meeting, accompanied by the information as to the nominee required to be furnished in the information circular, the company will include the name of the nominee in the form of proxy and the information as to the nominee in the information circular sent by the management of the company under sections
(d) gives the address of the registered office of the company, and
(e) gives the qualifications for director provided by this Act and by the articles.
112 (1) No election or appointment of a person as a director is valid unless
(a) the person consented to act as a director in writing before the election or appointment, or
(b) if elected or appointed at a meeting, the person was present and did not refuse at the meeting to act as a director.
(2) A consent in writing given under subsection (1) (a) is only effective until the next following annual election or appointment of directors unless the consent states it is effective until
(a) revoked, or
(b) a date or time stated in it.
113 (1) Every company, within 14 days after the appointment or election of a director, must file with the registrar a notice, in Form 8 in the Second Schedule, of the appointment or election, but no filing is necessary for a director who ceases to be a director and is re-elected or reappointed on the same day.
(2) Every company that contravenes subsection (1) commits an offence and is liable to a fine not exceeding $50 for each day the company is in default.
(3) No information may be laid under this section after the company has filed the notice required by subsection (1).
114 (1) No person is qualified to become or to act as a director of a company who is
(a) under the age of 18 years,
(b) found to be incapable of managing the person's own affairs by reason of mental infirmity,
(c) a corporation,
(d) an undischarged bankrupt,
(e) unless the court orders otherwise, convicted in or out of British Columbia of an offence
(i) in connection with the promotion, formation or management of a corporation, or
(ii) involving fraud
unless 5 years have elapsed since the expiration of the period fixed for suspension of the passing of sentence without sentencing or since a fine was imposed, or the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest, but the disability imposed by this paragraph ceases on a pardon being granted under the Criminal Records Act (Canada), or
(f) in the case of a reporting company, a person whose registration in any capacity has been cancelled under
(i) the Securities Act by either the British Columbia Securities Commission or the executive director, or
(ii) the Mortgage Brokers Act by the Commercial Appeals Commission, the Financial Services Tribunal or the registrar under that Act,
unless the person or body that cancelled the registration otherwise orders at the time of cancellation, or unless 5 years have elapsed since the cancellation of the registration.
(2) An order must not be made under subsection (1) (e) and (f) unless notice of the application for the order is given to the registrar, who may appear as a party to the application.
(3) Every person who acts as a director of a company and is a person who, because of subsection (1), is not qualified to act as a director of a company commits an offence.
115 (1) Every director who is by the articles of a company required to hold a specified share qualification, in this section called the "share qualification", and who is not already qualified, must obtain the share qualification within
(a) 2 months after the director's election or appointment, or
(b) the time set by the articles,
whichever first occurs.
(2) The office of director is vacated if the director
(a) does not, within the time provided in subsection (1), obtain the share qualification, or
(b) at any time after the expiration of the time provided in subsection (1), ceases to hold the share qualification,
and a person vacating office under this section is incapable of being a director of the company until the person obtains the share qualification.
116 Every company must keep a register of its directors and enter in it the
(a) full names and resident addresses of the directors,
(b) date on which each director was elected or appointed,
(c) date on which each former director ceased to hold office as a director, and
(d) name of any office in the company held by a director and the date of appointment to the office and the date on which the director ceases to hold office.
117 (1) Subject to this Act and the articles of the company, the directors must manage or supervise the management of the affairs and business of the company.
(2) No limitation or restriction on the powers or functions of the directors is effective against a person who does not have knowledge of the limitation or restriction.
118 (1) Every director of a company, in exercising the director's powers and performing the director's functions, must
(a) act honestly and in good faith and in the best interests of the company, and
(b) exercise the care, diligence and skill of a reasonably prudent person.
(2) The provisions of this section are in addition to, and not in derogation of, any enactment or rule of law or equity relating to the duties or liabilities of directors of a company.
119 The provisions of a contract, the memorandum or the articles, or the circumstances of a director's appointment do not relieve the director from the duty to act in accordance with this Act and the regulations, or from any liability that by virtue of any rule of law would otherwise attach to the director in respect of any negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the company.
120 (1) Every director of a company who, in any way, directly or indirectly, is interested in a proposed contract or transaction with the company must disclose the nature and extent of the director's interest at a meeting of the directors.
(2) The disclosure required by subsection (1) must be made
(a) at the meeting at which a proposed contract or transaction is first con-sidered,
(b) if the director was not, at the time of the meeting referred to in paragraph (a), interested in a proposed contract or transaction, at the first meeting after the director becomes interested, or
(c) at the first meeting after the relevant facts come to the director's knowledge.
(3) For the purpose of this section, a general notice in writing given by a director of a company to the other directors of the company to the effect that the director is a member, director or officer of a specified corporation, or that the director is a partner in, or owner of, a specified firm, and that the director has an interest in a specified corporation or firm, is a sufficient disclosure of interest to comply with this section.
(4) A director of a company is not deemed to be interested or to have been interested at any time in a proposed contract or transaction merely because
(a) if the proposed contract or transaction relates to a loan to the company, the director or a specified corporation or specified firm in which the director has an interest has guaranteed or joined in guaranteeing the repayment of the loan or any part of the loan,
(b) if the proposed contract or transaction has been or will be made with or for the benefit of an affiliated corporation, the director is a director or officer of that corporation,
(c) the proposed contract or transaction relates to an indemnity under section 128 or to insurance under section 128, or
(d) the proposed contract or transaction relates to the remuneration of a director in that capacity.
121 (1) Every director referred to in section 120 (1) must account to the company for any profit made as a consequence of the company entering into or performing the proposed contract or transaction, unless
(a) he or she discloses his or her interest as required by section 120,
(b) after his or her disclosure the proposed contract or transaction is approved by the directors, and
(c) he or she abstains from voting on the approval of the proposed contract or transaction,
or unless
(d) the contract or transaction was reasonable and fair to the company at the time it was entered into, and
(e) after full disclosure of the nature and extent of his or her interest, it is approved by special resolution.
(2) Unless the articles otherwise provide, a director referred to in section 120 (1) must not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.
122 The circumstance that a director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the company does not make the contract or transaction invalid, but, if the matters referred to in section 121 (1) (a) to (c) or section 121 (1) (d) and (e) have not occurred, the court, on the application of the company or any interested person, may enjoin the company from entering into the proposed contract or transaction, or set aside the contract or transaction, or make any other order that the court considers appropriate.
123 (1) Every director of a company who holds any office, or possesses any property, whereby, whether directly or indirectly, a duty or interest might be created in conflict with the director's duty or interest as a director of the company, must declare at a meeting of the directors of the company the fact, and the nature and extent of the conflict.
(2) The declaration must be made by a director referred to in subsection (1) at the first meeting of the directors held
(a) after he or she becomes a director, or
(b) if he or she is already a director, after he or she began to hold the office or possess the property.
124 Every act of a director is valid, despite any defect that may afterwards be discovered in the director's appointment, election or qualification.
125 (1) A resolution of the directors or of any committee of them may not be passed without a meeting, except as permitted by subsection (3).
(2) If the articles provide for it, a meeting of directors or of a committee of directors may be held by
(a) telephone, or
(b) other communications facilities
that permit all participants in the meeting to hear each other, and a director who participates in the meeting by those means must be counted as present at the meeting.
(3) Unless the articles provide otherwise, a resolution of the directors or of any committee of them may be passed without a meeting if all the directors, or the members of the committee, as the case may be, consent to the resolution in writing and the consent is filed with the minutes of proceedings of the directors or the committee.
126 (1) The directors must not sell, lease or otherwise dispose of the whole or substantially the whole of the undertaking of the company unless they have the approval of the members given by a special resolution.
(2) If the approval required by subsection (1) has not been obtained, the court, subject to subsection (3), on application by any member, director or creditor of a company, may do one or more of the following:
(a) enjoin a proposed sale, lease or other disposition of the whole, or substantially the whole, of the undertaking of the company;
(b) set aside a sale, lease or other disposition;
(c) make any further order the court considers appropriate.
(3) A sale, lease or other disposition of the whole, or substantially the whole, of the undertaking of a company to a person with whom the directors are dealing for valuable consideration and in good faith, is valid, despite the failure of the directors to comply with subsection (1).
(4) Despite approval by the members of a sale, lease or other disposition of the whole, or substantially the whole, of the undertaking of the company, the directors may abandon the proposed transaction without further action by the members.
(5) If a company proposes to sell, lease or otherwise dispose of the whole, or substantially the whole, of its undertaking, any member of the company may, until 2 days before the meeting at which approval is sought, give a notice of dissent to the company in respect of the member's shares and, in that event, section 207 applies.
(6) This section does not apply to disposition of the whole, or substantially the whole, of the undertaking of the company by mortgage.
127 (1) Directors of a company who vote for, or consent to, a resolution authorizing
(a) the purchase, redemption or other acquisition of shares contrary to section 236,
(b) a commission or discount contrary to section 47,
(c) a payment of a dividend if
(i) the company is insolvent, or
(ii) the payment renders the company insolvent,
(d) a loan, guarantee or financial assistance contravening section 102 or 103,
(e) a payment of an indemnity referred to in section 128 to a director or former director without the approval of the court required by section 128, or
(f) an act contravening section 22 in respect of which the company has paid compensation to any person,
are jointly and severally liable to the company to make good any loss or damage suffered by the company as a result.
(2) The court may, on the application of a director, declare whether, in view of all the circumstances, the company is insolvent or whether the payment of a dividend, or the lending of money, would render the company insolvent.
(3) The liability imposed by subsection (1) is in addition to and not in derogation of any liability imposed on a director by any other Act, regulation or rule of law.
(4) For the purposes of this section, a director of a company who is present at a meeting of directors, or of a committee of directors, is deemed to have consented to a resolution referred to in subsection (1) passed at the meeting unless
(a) the director's dissent is entered in the minutes of the meeting,
(b) the director's written dissent is delivered to the secretary of the meeting before its adjournment, or
(c) the director's written dissent is delivered or sent by registered mail to the registered office of the company immediately after the adjournment of the meeting.
(5) Every director who votes for a resolution referred to in subsection (1) is not entitled to dissent under subsection (4).
(6) A director who is not present at a meeting of directors, or of a committee of directors, at which a resolution referred to in subsection (1) is passed is deemed to have consented to it, unless within 7 days after becoming aware of the resolution he or she mails his or her written dissent by registered mail or delivers it to the registered office of the company.
(7) The secretary of the company, on receipt of a written dissent, must certify on the written dissent the date, time and place it is received at the registered office and must keep the dissent with the minutes of the meeting at which the resolution was passed.
(8) In an action to enforce a liability imposed by subsection (1), the court, on the application of the company or any defendant, may join as a defendant any person who has received a benefit as a result of the resolution complained of and may make that person liable to the company jointly and severally with the directors to the extent of the amount paid to that person.
(9) No director of a company is liable under subsection (1) if the director
(a) proves that the director did not know and could not reasonably have known that the act authorized by the resolution was contrary to this Act, or
(b) relies and acts in good faith on statements of fact represented to the director by an officer of the company to be correct, or on statements contained in a written report of the auditor of the company.
128 (1) A company, with the approval of the court, may indemnify a person who is a director or former director of the company or is a director or former director of a corporation of which the company is or was a shareholder, and the person's heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by the person, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been a director, including an action brought by the company or corporation, if
(a) the person acted honestly and in good faith with a view to the best interests of the corporation of which the person is or was a director, and
(b) in the case of a criminal or administrative action or proceeding, the person had reasonable grounds for believing that the person's conduct was lawful.
(2) The court, on the application of a company, director or a former director, may make an order approving an indemnity under this section, and the court may make any further order it considers appropriate.
(3) On an application under subsection (2), the court may order notice to be given to any interested person.
(4) A company may purchase and maintain insurance for the benefit of a person referred to in this section against any liability incurred by the person as a director or officer.
(5) Subsections (1) to (3) apply to officers or former officers of a company or of a corporation of which the company is or was a shareholder.
129 Every insider or affiliate of an insider of a corporation who, in connection with a transaction relating to any share of the corporation or any debt obligation of the corporation, makes use of any specific confidential information for the benefit or advantage of the insider or affiliate or of any associate or affiliate of the insider or affiliate, that, if generally known, might reasonably be expected to affect materially the value of the share or the debt obligation, is
(a) liable to compensate any person for any direct loss suffered by the person as a result of the transaction, unless the information was known or ought reasonably to have been known to the person at the time of the transaction, and
(b) accountable to the corporation for any direct benefit or advantage received or receivable by the insider or affiliate, as the case may be, as a result of the transaction.
130 (1) A director ceases to hold office when his or her term expires in accordance with the articles or when he or she
(a) dies or resigns,
(b) is removed in accordance with subsection (3),
(c) is not qualified under section 114, or
(d) is removed in accordance with the memorandum or articles.
(2) Every resignation of a director becomes effective at the time a written resignation is delivered to the registered office of the company or at the time specified in the resignation, whichever is later.
(3) A company may, despite any provision in the memorandum or articles, remove a director before the expiration of the director's term of office by special resolution, and, by ordinary resolution, may appoint another person in his or her stead.
131 (1) Unless the articles otherwise provide, a casual vacancy that occurs among the directors may be filled for the unexpired term by the remaining directors.
(2) If the number of directors of a company is reduced below the number set by, or under, the articles as the necessary quorum for directors, the continuing directors may act for the purpose of filling the vacancies up to that number, or of summoning a general meeting of the company, but for no other purpose.
(3) If there are no directors, the members holding a majority of the shares entitled to elect directors may, by instrument in writing, designate one director to exercise the rights of continuing directors under subsection (2).
132 (1) Every company, within 14 days after the resignation or removal of a director or the company becoming aware of a director of the company not being qualified, must file with the registrar a notice, in Form 9 in the Second Schedule, of a director ceasing to hold office, but no filing is necessary for a director who ceases to be a director and is re-elected or reappointed the same day.
(2) A company that contravenes subsection (1) commits an offence and is liable to a fine not exceeding $50 for each day it is in default.
133 (1) Every company must have a president and a secretary, who, except in a company with only one member, must be different persons, and other officers as are provided for by the memorandum, the articles or by resolution of the directors.
(2) A person who is not qualified under section 114 to become a director of a company must not be an officer of the company.
(3) Every person who acts as an officer of a company and is a person who is prohibited from being an officer by subsection (2) commits an offence.
(4) If the articles do not provide for the election, appointment or removal of officers, the directors
(a) must elect the president from among themselves,
(b) must appoint or elect the secretary,
(c) may appoint or elect other officers, and
(d) may, with or without cause, remove any officer.
(5) The removal of an officer without cause is without prejudice to the officer's contractual rights, but the election or appointment of an officer does not of itself create any contractual rights.
134 A person must not be the chair of the directors or president of a company unless the person is a director of the company.
135 The provisions of sections 118 and 124 apply to every officer of a company.
136 Every officer of a company must comply with this Act and the regulations, memorandum and articles of the company.
137 Every officer of a company who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as an officer of the company must disclose in writing to the president the fact and the nature and extent of the conflict.
138 The secretary of a company must
(a) keep or cause to be kept the records of the company,
(b) make or cause to be made all required filings for the company with the registrar,
(c) file with the registrar, within 14 days after the resolution is passed, a certified copy of every resolution that by this Act does not take effect until it is filed with the registrar, and
(d) perform other duties assigned to the office.
Division 4 Meetings of Members
139 (1) A company must hold an annual general meeting not more than 15 months after
(a) the date of incorporation,
(b) the date of amalgamation under section 250, or
(c) the effective date of a certificate of continuation under section 36 (4),
and afterward an annual general meeting of the company must be held at least once in every calendar year and not more than 13 months after the date that the last annual general meeting was held, or was deemed under section 140 to have been held, whichever is later.
(2) Despite subsection (1), the registrar may extend, for a period not exceeding 6 months, the time in which a company is required to hold an annual general meeting.
140 Despite section 139, if all the members entitled to attend and vote at the annual general meeting of a company that is not a reporting company consent in writing to all the business required to be transacted at the meeting, the meeting is deemed to have been held on the date specified in the consent and it is not necessary for the company to hold that annual general meeting.
141 One member of a company, if the company has a quorum of one, may constitute a meeting of the company.
142 If a company fails to hold a general meeting in accordance with this Act, the regulations, or its articles, the court may, on the application of a member of the company, call or direct the calling of that general meeting of the company.
143 Every company must give to its members entitled to receive notice of a general meeting not less than 21 days' notice of any general meeting of the company, but those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.
144 The quorum for the transaction of business at a general meeting of a company is 2 persons, unless
(a) the articles otherwise provide, in which case the articles govern, or
(b) the company has only one member, in which case the quorum is one person, and any provision of the articles inconsistent with that quorum, to the extent of that inconsistency, has no force or effect.
145 (1) The directors of a company must place before each annual general meeting of its members,
(a) in the case of a company other than a reporting company, a financial statement for the period that began on the date of incorporation and ended as of the close of the company's first financial year or, if it has completed a financial year, the latest completed financial year, as the case may be, the statement to be made up to a date not more than 6 months before the annual general meeting before which it is placed, made up of
(i) a statement of profit and loss for that period,
(ii) a statement of surplus for that period, and
(iii) a balance sheet as at the end of that period,
and, unless a resolution has been passed under section 179, the report of the auditor,
(b) in the case of a reporting company, a comparative financial statement relating separately to
(i) the period that began on the date of incorporation and ended as of the close of the company's first financial year or, if it has completed a financial year, the latest completed financial year, as the case may be, the statement to be made up to a date not more than 6 months before the annual general meeting before which it is placed, and
(ii) the period, if any, that is the financial year next preceding the latest completed financial year,
made up of
(iii) a statement of profit and loss for each period,
(iv) a statement of surplus for each period,
(v) in the case of a company, other than a mutual fund in British Columbia as defined in the Securities Act, a statement of source and application of funds for each period,
(vi) in the case of a mutual fund in British Columbia as defined in the Securities Act, a statement of changes in net assets for each period, and
(vii) a balance sheet as at the end of each period,
and the report of the auditor,
(c) the report of the directors to the members, and
(d) any further information respecting the company that the articles require or that the Lieutenant Governor in Council may prescribe.
(2) The statements referred to in subsection (1) need not be designated as a statement of profit and loss, statement of surplus, statement of changes in net assets, statement of source and application of funds or balance sheet.
(3) Despite subsection (1) (b), the financial statement referred to in that paragraph may relate only to a period ending not more than 6 months before the annual general meeting, if the reason for the omission of the statement in respect of the period covered by the previous financial statement is set out in the financial statement to be laid before that meeting.
(4) Despite subsection (1) (b) (v), the statement of source and application of funds may be omitted if the reason for the omission is set out in the financial statement.
146 Every general meeting of a company must be held in British Columbia, or at a place out of British Columbia the registrar, on application made to the registrar by a company, approves.
147 (1) Despite the articles, on the requisition of one or more members of the company holding in the aggregate, at the date of the deposit of the requisition, not less than 1/20 of the issued shares in the company that at the date of the deposit carry the right to vote at a general meeting of the company, in this Act called the "requisitionists", the directors of a company must immediately give notice of a general meeting of the company to be held within 4 months after the date of the delivery of the requisition under subsection (2).
(2) The requisition must state the purpose of the general meeting, must be signed by the requisitionists and delivered to the registered office of the company, and may consist of several documents in similar form, each signed by one or more requisitionists.
(3) If, within 21 days from the date of the delivery of the requisition, the directors do not give notice of a general meeting, the requisitionists, or any of them representing more than 1/2 of the total voting rights of all of them, may give notice of a general meeting to be held within 4 months after the date of the delivery of the requisition.
(4) Every general meeting called by the requisitionists must be conducted in the same manner, as nearly as possible, as general meetings called by directors.
(5) Unless the members otherwise resolve at the general meeting called by the requisitionists,
(a) the company must reimburse the requisitionists for the expenses actually and reasonably incurred by them in requisitioning, calling and holding the meeting, and
(b) every director or officer who authorized, permitted or acquiesced in the failure of the company to give notice of the meeting, must pay rateably to the company the amount paid by the company to reimburse the requisitionists under paragraph (a).
(6) Notice is not required with respect to a resolution under subsection (5).
148 (1) To the extent the articles of a company do not make provision for class meetings, the provisions of its articles relating to the call and conduct of general meetings apply to a class meeting to pass a separate resolution.
(2) Despite its articles, the quorum for a class meeting of a company is at least one person holding or representing by proxy 1/3 of the shares affected.
(3) One person, if one is a quorum, may constitute a class meeting.
149 (1) If for any reason it is impracticable to call a general meeting or a class meeting of a company in the manner in which meetings of the company may be called, or to conduct the meeting in the manner required by the memorandum or articles or this Act, or, for any other reason the court considers appropriate, the court, on application of the company, a director or a member entitled to vote at the meeting, or on its own motion, may order a general meeting or a class meeting of the company to be called, held and conducted in the manner the court considers appropriate, and may give directions it considers necessary.
(2) Every meeting called, held and conducted in accordance with an order under subsection (1) is deemed to be a general meeting or a class meeting of the company duly called, held and conducted.
150 Sections 151 to 157 apply only with respect to general meetings and class meetings of reporting companies.
151 (1) Every member, including a member that is a corporation, entitled to vote at a general meeting or a class meeting of a company may, by proxy, appoint a proxyholder, who need not be a member, as the member's nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy.
(2) Every proxyholder has the same rights as the member who appointed the proxyholder to speak at the meeting, but, unless the articles otherwise provide, the proxyholder is not entitled except on a poll to vote the shares represented by the proxy.
(3) The execution of a proxy must be by the member or the member's attorney authorized in writing or, if the member is a corporation, by a duly authorized officer, or attorney, of the corporation.
(4) Every proxy ceases to be valid one year after its date.
(5) Every form of proxy must contain
(a) if solicited by or on behalf of management, space for a member to appoint alternate proxyholders, and
(b) other matters the Lieutenant Governor in Council may, by regulation, prescribe,
and must comply with
(c) the articles to the extent that they are not inconsistent with this Act, and
(d) the requirements of section 157, if applicable.
(6) Every proxy must contain
(a) the date it is executed, and
(b) the name of the proxyholder.
(7) Every member may appoint an alternate proxyholder to act in the place and stead of an absent proxyholder.
(8) Every proxy may be revoked by an instrument in writing
(a) executed by the member or by the member's attorney authorized in writing or, if the member is a corporation, by a duly authorized officer, or attorney, of the corporation, and
(b) delivered either to the registered office of the company at any time up to and including the last business day preceding the day of the meeting, or any adjournment of it, at which the proxy is to be used, or to the chair of the meeting on the day of the meeting or any adjournment of it,
or in any other manner provided by law.
(9) The directors may, by resolution, set a time, not exceeding 48 hours, excluding Saturdays and holidays, preceding any meeting or adjourned meeting of members, before which time proxies to be used at that meeting must be delivered to the company or its agent, and any period of time so set must be specified in the notice calling the meeting or in the information circular relating to the meeting.
152 (1) No share of a company registered in the name of a registrant, or the registrant's nominee, but not beneficially owned by the registrant, may be voted at a general meeting or class meeting of the company unless the registrant promptly sends or delivers to the beneficial owner, at no expense to the beneficial owner,
(a) a copy of the notice of the meeting, financial statements, all information circulars and any documents, other than the forms of proxy, sent to members for use in connection with the meeting, and
(b) a written request for voting instructions from the beneficial owner stating that if voting instructions are not received at least 24 hours, excluding Saturdays and holidays, before the expiry of the time within which proxies may be delivered to the company or its agent as specified in the notice calling the meeting, the registrant may in the registrant's discretion vote the shares or appoint a proxyholder to vote the shares, at the meeting.
(2) A registrant must not vote or appoint a proxyholder to vote shares registered in the registrant's name or in the name of the registrant's nominee if the registrant does not know the beneficial owner of the shares.
(3) The person by whom, or on whose behalf, a solicitation is made must, at the request of a registrant, promptly furnish the registrant, at the expense of that person, with the necessary number of copies of the documents referred to in subsection (1) (a).
(4) A registrant must vote, or appoint a proxyholder to vote, any shares referred to in subsection (1) in accordance with written instructions received from the beneficial owner.
(5) The failure of a registrant to comply with this section does not affect the validity of any general meeting or class meeting of a company or any action taken at the meeting.
(6) Nothing in this section gives a registrant the right to vote shares that the registrant is otherwise prohibited from voting.
(7) Every registrant who contravenes this section commits an offence.
(8) This section does not apply to a registrant who is a trustee with respect to shares held under a trust instrument that regulates the manner in which those shares are to be voted.
153 (1) Subject to section 155, the management of a reporting company, concurrently with, or before, giving notice of a general meeting or class meeting of the company, must send by prepaid mail to every member who is entitled to vote at the meeting, at the member's latest address shown on the register of members, a form of proxy that complies with section 157 for use at that meeting.
(2) If the management of a reporting company fails to comply with subsection (1), the company commits an offence.
154 (1) Subject to section 155, a person must not solicit proxies to vote shares of a company, unless, in the case of
(a) a solicitation by or on behalf of the management of the company, an information circular, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent by prepaid mail to every member of the company whose proxy is solicited at the member's latest address as shown on the register of members, or
(b) any other solicitation, the person making the solicitation, concurrently with or before it, delivers or sends an information circular by prepaid mail to every member of the company whose proxy is solicited at the member's latest address as shown on the register of members.
(2) Subsection (1) does not apply to a solicitation
(a) that is not by or on behalf of the management of the company, if the total number of members whose proxies are solicited is not more than 15, or
(b) by a person made under section 152 of this Act, or to Part 14 of the Securities Act, its regulations or the rules made or deemed to be made by the British Columbia Securities Commission under section 184 of that Act, or
(c) by a person in respect of shares of which the person is the beneficial owner.
(3) Every person who contravenes subsection (1) commits an offence and, on conviction, is liable to a fine of not more than $2 000.
155 (1) On the application of an interested person, the British Columbia Securities Commission, if satisfied that in the circumstances of the particular case there is adequate justification for so doing, may make an order, on terms and conditions it considers appropriate, exempting, in whole or in part, any person from the requirements of section 153 or 154 (1).
(2) An appeal lies to the Court of Appeal, with leave of a justice of that court, from an order made under subsection (1).
156 If members of a company
(a) requisition a meeting under section 147, and deliver to the registered office of the company, at least 8 days before the company is required to send out a notice of the meeting to the members, information in the form of a written statement not exceeding 1 000 words explaining the position of the requisitionists, or
(b) hold in the aggregate not less than 10% of the shares entitled to vote at a meeting of the company and deliver to the registered office of the company, not less than 35 days before the date of the meeting, a nomination for director and information as to the nominee required to be furnished in the information circular,
the company, at its expense, must reproduce and distribute the information received as a separate part of the information circular of management required by section 154.
157 If a person is required to comply with section 153, 154 or 156,
(a) the form of proxy sent to a member by a person soliciting proxies must
(i) indicate in boldface type, or other conspicuous manner, whether or not the proxy is solicited by or on behalf of the management of the company, and
(ii) provide a specifically designated blank space for dating the form of proxy,
(b) subject to paragraph (e), the form of proxy must provide a method for the person whose proxy is solicited to specify that the shares registered in the person's name must be voted by the proxyholder in favour of, or against, in accordance with the choice of the person, every matter or group of related matters identified in it or in the information circular as intended to be acted on, other than the election of directors and the appointment of auditors, but a proxy may confer discretionary authority with respect to matters as to which a choice is not so specified if the form of proxy, or the information circular states in boldface type or other conspicuous manner how it is intended to vote the shares represented by the proxy in each case,
(c) a proxy may confer discretionary authority with respect to
(i) amendments or variations to matters identified in the notice of meeting, or
(ii) other matters that may properly come before the meeting,
but only if
(iii) the person by whom, or on whose behalf, a solicitation is made is not made aware a reasonable time before the time the solicitation is made that those amendments, variations or other matters are to be presented for action at the meeting, and
(iv) a specific statement is made in the information circular or in the form of proxy that the proxy is conferring that discretionary authority,
(d) a proxy must not confer authority to vote
(i) for the election of a person as a director of the company unless a bona fide proposed nominee for the election is named in an information circular sent to the members, or
(ii) at a meeting other than the meeting specified in the notice of meeting or any adjournment of that meeting,
(e) if an information circular contains the names of nominees for election as directors or a nominee for appointment as auditor,
(i) the form of proxy accompanying the information circular must provide a method for the person whose proxy is solicited to specify that the shares registered in that person's name must or must not be voted by the proxyholder for the nominees, or those of them that person may specify, and
(ii) if, for any reason, the instructions of the person whose proxy is solicited are uncertain as they relate to the election of directors, the proxyholder must not vote the shares of that person for any director,
(f) every information circular or form of proxy must state that, if the instructions are certain,
(i) the shares represented by the proxy will be voted on any poll, and
(ii) if the person whose proxy is solicited specifies a choice with respect to any matter to be acted on, the shares will be voted on any poll in accordance with the specifications so made,
(g) every information circular or form of proxy must indicate in boldface type or other conspicuous manner that the member has the right to appoint a person, who need not be a member, to attend and act for the member and on the member's behalf at the meeting other than the person, if any, designated in the form of proxy, and must contain instructions as to the manner in which the member may exercise that right, and
(h) if the form of proxy contains a designation of a named person as proxyholder, a method must be provided by which the member may designate in a form of proxy some other person as the member's proxyholder for the purpose of section 151 (1).
Division 5 Company Proceedings Generally
158 (1) Unless the articles otherwise provide, voting at a general meeting or a class meeting of a company must be by show of hands, unless a poll is demanded by a member or proxyholder entitled to attend the meeting.
(2) At any meeting at which a resolution is submitted, a declaration of the chair that the resolution is carried by the requisite majority is, unless a poll is demanded, conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(3) At any meeting at which a resolution is submitted, a poll may be demanded, before or on the declaration of the results of the vote by show of hands, by a member or proxyholder entitled to attend the meeting.
(4) On a poll, every member who votes in person, or by proxy, may cast the numbers of votes to which the member is entitled by the memorandum or articles.
(5) Every ballot cast on a poll and every proxy voted at a meeting must be held in safekeeping by the secretary for 3 months after the meeting and, during that period, is open to inspection at the records office of the company during normal business hours by any member or proxyholder entitled to vote at the meeting.
(6) If a resolution is passed at an adjourned general meeting or class meeting of a company, or a meeting of the directors or any creditors of a company, the resolution, for all purposes, is deemed to have been passed on the date on which it was in fact passed.
159 If a subsidiary is a member of its holding company and the holding company is incorporated in British Columbia, the subsidiary does not form part of the quorum at, or vote its shares or permit its shares to be voted at, a general meeting or class meeting of the holding company.
160 (1) Every company must cause minutes of all proceedings at general meetings, class meetings and meetings of its directors and of committees of its directors to be kept.
(2) The minutes referred to in subsection (1), if purported to be signed by the chair of the meeting at which the proceedings were taken or by the chair of the next succeeding meeting, are evidence of the proceedings.
(3) If minutes of a meeting have been entered and signed in accordance with this section,
(a) the meeting is deemed to have been duly held and convened,
(b) all proceedings at the meeting are deemed to have been duly taken, and
(c) all elections and appointments of directors, officers or liquidators made at the meeting are deemed to be valid
until the contrary is proved.
(4) A special resolution and an ordinary resolution of the company consented to in the manner set out in paragraph (b) of the definitions of "special resolution" and "ordinary resolution" in section 1 (1), and a resolution consented to in writing as permitted by this Act by the holders of any kind or class of share or by the directors or a committee of directors, is deemed to be a proceeding at a general meeting, class meeting, meeting of directors or of a committee of directors, as the case may be.
161 Unless the articles of a company otherwise provide,
(a) notice of a general meeting or class meeting must be served on every member of the company or the class in the manner in which notices are required to be served by Table A in the First Schedule,
(b) any member elected by the members present at a meeting may be its chair, and
(c) every member has one vote in respect of each share held by the member.
162 (1) If a notice, statement or report is sent by post, service or delivery is deemed to be effected by properly addressing, prepaying and mailing the notice, statement or report, and the service or delivery is deemed to have been effected on the day, Saturdays and holidays excepted, following the date of mailing, unless the articles of a company provide for a longer period of time.
(2) If, on 3 consecutive occasions, the records sent by a company to a member in accordance with subsection (1) are returned, the company is not required to send any further records to the member until the member informs the company in writing of the member's new address.
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