The register must contain. The corporation shall, within 10 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has been adopted, but the notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn his objection. The directors may attach conditions to any scrip certificates issued by a corporation, including conditions that, (a) the scrip certificates become void if not exchanged for a share certificate representing a full share before a specified date; and. A director or shareholder who sends a notice referred to in subsection (2) shall send concurrently a copy of the notice to the corporation. Unless subsection (8) applies, the appointment as auditor of a corporation of a person who has not complied with subsection (7) is void. 2006, c. 10, s. 25. (ii) otherwise establishes that he owns the shares. Notwithstanding subsection (1), the articles of a corporation may by resolution of the directors or by ordinary resolution of the shareholders be amended. If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office of auditor occurs, call a special meeting of shareholders to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any shareholder. Where the articles limit the number of authorized shares of a class of shares of a corporation and issued shares of that class or of a series of shares of that class have become, pursuant to subsection (8), issued shares of another class or series, the number of unissued shares of the first-mentioned class shall, unless the articles otherwise provide, be increased by the number of shares that, pursuant to subsection (8), became shares of another class or series. For the purposes of this Act, each of the following individuals is an individual with significant control over a corporation: (a) an individual who has any of the following interests or rights, or any combination of them, in respect of a significant number of shares of the corporation: (i) the individual is the registered holder of them, (ii) the individual is the beneficial owner of them, or. The minister may by notice require the person shown on any return as the registered holder of 10% or more of the issued voting shares of a body corporate, to file, in the form the minister requires, a declaration with respect to the ownership of the shares. Amendment of articles when series designated. (b) comply with an order under section 234. Estate of minor, mentally incompetent or deceased person, No body corporate shall act as the executor or administrator of the estate of a deceased person, nor shall, in connection with the estate of a minor or a mentally incompetent person, act as a trustee, executor, guardian, administrator, substitute decision maker for property under The Vulnerable Persons Living with a Mental Disability Act, or committee unless, (a) it has a business authorization as a trust corporation or extra-provincial trust corporation under Part XXIV; and. The following provisions do not apply to an insurer to which Part XXIII applies: R.S.M. 1,778. Corporate permit. If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of shareholders following his election. Any person, partnership or association may give the Director notice of the name under which his or its business or undertaking is carried on and thereupon the Director may, if in his opinion the name is not objectionable, make a notation of the name in his records. (a) the property of the corporation continues to be the property of the body corporate; (b) the body corporate continues to be liable for the obligations of the corporation; (d) a civil, criminal or administrative action or proceeding pending by or against the corporation may be continued to be prosecuted by or against the body corporate; and. The meeting shall be held in accordance with the regulations, if any. The directors shall submit a by-law, or an amendment or a repeal of a by-law, made under subsection (1) to the shareholders at the next meeting of shareholders, and the shareholders may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. Transacting business without resident quorum, Despite subsection (3), directors may transact business at a meeting of directors when the number of directors who are required to be residents of Canada is not present if, (a) a director who is a resident of Canada and is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and. (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 1996, c. 58, s. 448; S.M. If a corporation has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or by proxy constitutes a meeting. No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party. Where a corporation has granted privileges to convert any debt obligation into shares or has issued or granted options or rights to acquire shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of the conversion privileges, options and rights. This Part, except where it is otherwise expressly provided, applies to every body corporate carrying on its business or undertaking in Manitoba, other than a body corporate licensed under the Insurance Act as an insurer, or a body corporate created solely for religious purposes. Where the practice of a profession is governed by an Act, a corporation may practise the profession only if the Act expressly permits the practice of the profession by a corporation and subject to the provisions of such Act. De très nombreux exemples de phrases traduites contenant "the Corporations Act of Manitoba" – Dictionnaire français-anglais et moteur de recherche de traductions françaises. Upon a purchase, redemption or other acquisition by a corporation under section 32, 33, 34, 43 or 184 or clause 234(3)(f), of shares or fractions thereof issued by it, the corporation shall deduct from the stated capital account maintained for the class or series of shares of which the shares purchased, redeemed or otherwise acquired form a part an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series or fractions thereof purchased, redeemed or otherwise acquired, divided by the number of issued shares of that class or series immediately before the purchase, redemption or other acquisition. Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose, including, without limiting the generality of the foregoing, for the purpose of. Upon the demand of the auditor of a corporation, the directors of the corporation shall, (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 him to make the examination and report required under section 163; and. In any action or proceeding, the burden of showing that it is registered is upon the body corporate. A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof. If a corporation continued under this Act had, before it was so continued, issued a share certificate in registered form that is convertible to bearer form, the corporation must not, if a holder of the share certificate exercises the conversion privilege attached to the certificate, issue a share certificate in bearer form. PDF Full Document: Canada Not-for-profit Corporations Act [1181 KB] Act current to 2021-02-15 and last amended on 2018-05-01. A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors. An application under subsection (15) or (16) shall be made to a court having jurisdiction in the place where the corporation has its registered office or in the province where the dissenting shareholder resides if the corporation carries on business in that province. Manitoba Hydro, Manitoba Public Insurance and Manitoba Liquor and Lotteries are under the department of Crown Services and governed by the Act, while the Manitoba Centennial Centre Corporation and Efficiency Manitoba are under governance of the Act. shall, not less than 21 days before each annual meeting of shareholders or forthwith after the signing of a resolution under clause 136(1)(b) in lieu of the annual meeting, and in any event not later than 15 months after the last date when the last preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, send a copy of the documents referred to in subsection 149(1) to the Director. (b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. and demands, not later than 10 days before the meeting or such shorter period before the meeting as the by-laws of the corporation may provide, that his name be included in the list before the meeting; in which case the transferee is entitled to vote his shares at the meeting. If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. (c) he sends his dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned. 2000 - 2020-04-17 1,053. (c) two or more offices of the corporation may be held by the same person. A trustee shall, within 90 days after he becomes aware that a material conflict of interest exists, (a) eliminate the conflict of interest; or. In this section "insider" means, with respect to a corporation. MBQB. Trustee may require evidence of compliance. Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote. A corporation incorporated or continued under this Act is deemed to be registered concurrently with the issuance of its certificate of incorporation or continuance, an extra-provincial body corporate shall be registered before, and a body corporate incorporated under the laws of Canada shall be registered within 30 days after commencing its business or undertaking in the province; and any other class of bodies corporate carrying on their business or undertaking in the province, shall be registered before commencing to carry on the business or undertaking in the province; and no body corporate shall carry on its business or undertaking in Manitoba unless so registered. Subject to sections 185 and 234, and any unanimous shareholder agreement, a holder of shares of any class of a corporation may dissent if the corporation is subject to an order under clause 185(10)(d) that affects the holder or if the corporation resolves, (a) to amend its articles under section 167 or 168 to add, change or remove any provisions restricting or constraining the issue or transfer of shares of that class; or, (b) to amend its articles under section 167 to add, change or remove any restriction upon the business or businesses that the corporation may carry on; or, (c) to amalgamate with another corporation, otherwise than under section 178; or, (d) to be continued under the laws of another jurisdiction under section 182; or, (e) to sell, lease or exchange all or substantially all its property under subsection 183(3); or, (f) to amend its articles under subsection 167(2) to convert the corporation from a corporation with share capital into a corporation without share capital; or, (g) to amend its articles under subsection 167(2) to convert the corporation from a corporation without share capital into a corporation with share capital, where the articles contain a provision that upon dissolution the remaining property is to be distributed among the members as provided in section 277; or. (d) receives a notice or otherwise learns of a meeting of shareholders at which a resolution referred to in section 157 is to be proposed; The corporation shall forthwith send a copy of the statement referred to in subsection (5) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director unless the statement is included in or attached to a management proxy circular required by section 144. Phone: (204) 774-4344 Toll Free: (877) 774-4344 (b) a request to execute or not to execute a form of proxy or to revoke a proxy, (c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and. S.M. 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 thereat, unless, (a) he requests that his dissent be or his dissent is entered in the minutes of the meeting; or, (b) he sends his written dissent to the secretary of the meeting before the meeting is adjourned; or. (b) that the list will not be used except as permitted under subsection (5). A person shall not solicit proxies unless, (a) in the case of solicitation by or on behalf of the management of a corporation, a management proxy circular in the form required under The Securities Act, either as an appendix to or as a separate document accompanying the notice of the meeting; or. After the issue of the certificate of incorporation, a meeting of the directors of the corporation shall be held at which the directors may…..(d) appoint officers;” By-law Provisions Regarding Officers A director who has satisfied a claim under this section is entitled to contribution from the other directors who were liable for the claim. Upon an application under this section, the court may make any order it thinks fit including, without limiting the generality of the foregoing. The articles may provide that a vacancy among the directors shall only be filled by a vote of the shareholders, or by a vote of the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or series. (b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing him from office; or. (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands. For the purposes of section 255, a notice referred to in subsection (8) is deemed to be articles in the form the Director requires. A body corporate is the holding body corporate of another if that other body corporate is its subsidiary. Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid. (b) to pay or deliver to the corporation any money or property that was paid or distributed to the shareholder or other recipient as a consequence of a reduction of capital made contrary to this section. A corporation referred to in clause (1)(a) shall file with the commission a copy of every document referred to in subsections (1) and (4) at the time specified in those subsections for sending a copy to the Director, accompanied by the certificate of an officer, director or transfer agent that copies have been mailed to its shareholders. Subject to subsection (5), a person is disqualified from being an auditor of a corporation if he is not independent of the corporation, all of its affiliates, and the directors or officers of the corporation and its affiliates. A corporation shall forthwith send a copy of the statement referred to in subsection (2) to every shareholder entitled to receive notice of any meeting referred to in subsection (1) and to the Director, unless the statement is included in or attached to a management proxy circular required by section 144. 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