1(1)In this Act

1(2)For the purposes of this Act,

1(3)For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if

1(4)A body corporate is the holding body corporate of another if that other body corporate is its subsidiary.

1(5)A body corporate is a subsidiary of another body corporate if

2(1)This Act, except where it is otherwise expressly provided, applies to

2(2)This Act, except where it is otherwise expressly provided, does not apply to a body corporate incorporated or continued under the Cooperatives Act or to a body corporate incorporated or continued under the Credit Unions Act.

2(3)A body corporate incorporated or continued under the Companies Act, except a body corporate to which section 16 or 18 of the Companies Act applies or which is incorporated under or subject to Part II of that Act, may apply for a certificate of continuance under section 192.

2(4)A body corporate incorporated under a special Act of the Legislature with share capital may apply for a certificate of continuance under section 192.

2(5)Notwithstanding any other provision of this Act, where a body corporate incorporated under letters patent or special Act of the Legislature is continued or deemed to have been continued under this Act, any provisions in the letters patent, special Act or supplementary letters patent, and any powers of the body corporate, which are valid immediately before the coming into force of this Act continue to be valid and to have effect, but any amendments thereto shall be made in accordance with this Act.

2(6)An extra-provincial corporation is subject to Part XVII only.

2(7)The Winding Up Act and the Companies Act do not apply to a corporation to which this Act applies.

2(8)This Act does not apply

3(1)One or more individuals may incorporate by signing articles of incorporation and complying with section 4 if

3(2)One or more bodies corporate may incorporate a corporation by signing articles of incorporation and complying with section 4.

4(1)Articles of incorporation shall be in the form provided by the Director and shall set out, in respect of the proposed corporation,

4(2)The articles may set out any provisions permitted by this Act or by law to be set out in the by-laws of the corporation or a unanimous shareholder agreement.

4(3)Subject to subsection (4), if the articles or a unanimous shareholder agreement require a greater number of votes of directors or shareholders than that required by this Act to effect any action, the provisions of the articles or of the unanimous shareholder agreement prevail.

4(4)The articles may not require a greater number of votes of shareholders to remove a director than the number required by subsection 65(6).

6(1)Subject to subsection (2), on receipt of articles of incorporation, the Director shall issue a certificate of incorporation.

6(2)The Director may refuse to issue a certificate of incorporation if the information required in a notice under subsection 17(2) or 64(1) indicates that the corporation, if it came into existence, would not be in compliance with this Act.

7(1)A corporation comes into existence on the date shown in the certificate of incorporation.

7(2)A certificate of incorporation is conclusive proof for the purposes of this Act and for all other purposes

8(1)The word “Limited”, “Limitée”, “Incorporated”, “Incorporée”, or “Corporation” or the abbreviation “Ltd.”, “Ltée”, “Inc.” or “Corp.” shall be part, other than only in a figurative or descriptive sense, of the name of every corporation but a corporation may use and may be legally designated by either the full or the abbreviated form.

8(2)The Director may exempt a body corporate continued as a corporation under this Act from the provisions of subsection (1).

8(3)Subject to subsection 10(1), a corporation may set out its name in its articles in an English form, a French form, an English form and a French form or in a combined English and French form and it may use and may be legally designated by any such form.

8(4)Subject to subsection 10(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by its name in any such form outside Canada.

8(5)A corporation shall set out its name in legible characters in all contracts, invoices, negotiable instruments and orders for goods or services issued or made by or on behalf of the corporation.

9(1)The Director may, upon request, reserve for ninety days a name for an intended corporation or for a corporation about to change its name.

9(2)If requested to do so by the incorporator or a corporation, the Director shall assign to the corporation as its name a designating number determined by the Director.

10(1)A corporation shall not be incorporated with, continued with or have a name

10(2)If, through inadvertence or otherwise, a corporation

10(3)When a corporation has been directed under subsection (2) to change its name and has not within sixty days from the service of the directive to that effect changed its name to a name that complies with this Act, the Director may revoke the name of the corporation and assign to it a name and, until changed in accordance with section 113, the name of the corporation is thereafter the name so assigned.

10(4)When a corporation gives an undertaking to change its name and does not carry out the undertaking or dissolve within the time specified, the Director may, after giving the corporation an opportunity to be heard, revoke the name of the corporation and assign to it a name and, until changed in accordance with section 113, the name of the corporation is thereafter the name so assigned.

10(5)When a person who is not a corporation gives an undertaking to change the name under which that person carries on business and does not carry out the undertaking or cease to carry on business under that name within the time specified, the Director may, after giving the corporation that acquired the name by virtue of the undertaking an opportunity to be heard, revoke the name of the corporation and assign to it a name and, until changed in accordance with section 113, the name of the corporation is thereafter the name so assigned.

11(1)When a corporation has had its name changed by the Director under subsection 10(2) or revoked and a name assigned to it under subsection 10(3), (4) or (5), the Director shall issue a certificate of amendment showing the new name of the corporation and shall forthwith give notice of the change of name in The Royal Gazette.

11(2)The articles of the corporation are amended accordingly on the date shown in the certificate of amendment.

12(1)Except as provided in this section, a person who enters into a contract in the name of or purportedly on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits thereof.

12(2)A corporation may, within a reasonable time after it comes into existence, by any action or conduct signifying its intention to be bound thereby, adopt an oral or written contract made before it came into existence in its name or on its behalf, and upon such adoption

12(3)Except as provided in subsection (4), whether or not an oral or written contract made before the coming into existence of a corporation is adopted by the corporation, a party to the contract may apply, within a reasonable time after the date of incorporation of such corporation, to the Court for an order fixing obligations under the contract as joint or joint and several or apportioning liability between or among the corporation and a person who purported to act in the name of or on behalf of the corporation and upon such application the Court may make any order it thinks fit.

12(4)If expressly so provided in the oral or written contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not bound by the contract or entitled to the benefits thereof.

13(1)A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

13(2)A corporation has the capacity to carry on its business, conduct its affairs and exercise its powers outside New Brunswick.

13(3)No corporation shall have the capacity

13(4)Paragraphs (3)(a.2) and (a.3) do not apply so as to restrict

14(1)It is not necessary for a by-law to be passed in order to confer any particular power on the corporation or its directors.

14(2)A corporation shall not carry on any business or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles.

14(3)No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act or transfer is contrary to its articles or this Act.

14(4)When one individual is the sole shareholder of the corporation and also the sole director, no act of the corporation is invalid by reason only that the act is contrary to the by-laws or articles of the corporation.

17(1)A corporation shall at all times have a registered office within New Brunswick.

17(1.1)No corporation shall designate a post office box as a registered office.

17(2)A notice of registered office shall be sent to the Director in the form provided by the Director together with any articles of incorporation, continuance or amalgamation and, if applicable, any articles of arrangement or reorganization.

17(3)Unless the articles otherwise provide, the directors of a corporation may change the place or address of the registered office.

17(4)A corporation shall file with the Director, within fifteen days after any change in the place or address of its registered office, a notice in the form provided by the Director.

18(1)A corporation shall prepare and maintain, at its registered office or at any other place in New Brunswick designated by the directors, records containing

18(1.1)Despite subsection (1), when the shares of any class or series of a corporation are listed on an exchange as defined in the Securities Act and the articles of the corporation so permit, a corporation may prepare and maintain its securities register at a place within or outside Canada.

18(2)In addition to the records described in subsection (1), a corporation shall prepare and maintain adequate accounting records and records containing minutes of meetings and resolutions of the directors and any committees thereof.

18(3)For the purposes of subsections (1) and (2), where a body corporate is continued under this Act, “records” includes similar records required by law to be maintained by the body corporate before it was so continued.

18(4)The records described in subsection (2) shall be kept at the registered office of the corporation or at such other place as the directors think fit and shall at all reasonable times be open to inspection by the directors.

19(1)The directors and shareholders of a corporation, their agents, their legal representatives and the Director may examine the records referred to in subsection 18(1) during the usual business hours of the corporation without charge.

19(1.1)Instead of allowing an examination under subsection (1), a corporation may provide a paper copy or electronic copy of the securities register referred to in the records described in subsection 18(1).

19(2)A shareholder of a corporation is entitled upon request and without charge to one copy of the articles and by-laws and of any unanimous shareholder agreement, and amendments to them.

19(3)A creditor of a corporation or a judgment creditor of a shareholder, and any agent or legal representative of such creditor or judgment creditor, may examine the records referred to in paragraphs 18(1)(a), (c), (d) and (e), other than a unanimous shareholder agreement, during the usual business hours of the corporation upon payment of a reasonable fee, and may make copies of those records.

20(1)All registers and other records required by this Act to be prepared and maintained may be in a bound or loose-leaf form, or may be entered or recorded by any system of mechanical or electronic data processing or any other information storage device that is capable of reproducing any required information in intelligible written form within a reasonable time.

20(2)A corporation and its agents shall take reasonable precautions to

21(1)A corporation may adopt one or more corporate seals, and may change a corporate seal that is adopted.

21(2)An instrument or agreement executed on behalf of a corporation by a director, an officer or an agent of the corporation is not invalid merely because a corporate seal is not affixed to it.

22(1)Shares of a corporation may be with nominal or par value or without nominal or par value or of both kinds.

22(2)If a corporation has only one class of shares, the rights of the holders of those shares are equal in all respects and include the rights

22(3)The articles may provide for more than one class of shares and, if they so provide,

22(3.1)The articles may provide that

22(4)No class of shares shall be designated as preference shares or by words of like import, unless that class has attached thereto a preference or right over some other class of shares.

23(1)Subject to section 27, the articles or by-laws of the corporation or a unanimous shareholder agreement, shares may be issued at such times and to such persons or class of persons as the directors may determine.

23(2)A share with par value shall not be issued except for a consideration at least equal to the par value thereof.

23(3)Shares without par value shall not be issued except for such consideration as is fixed by the directors.

23(4)Shares issued by a corporation are non-assessable and the holders are not liable to the corporation or to its creditors in respect thereof.

23(5)A share shall not be issued until it is fully paid in money or in property or past services that are not less in value than the fair equivalent of the money that the corporation would have received if the share had been issued for money.

23(6)In determining whether property or past services is the fair equivalent of money consideration, the directors may take into account reasonable charges and expenses of organization and re-organization and payments for property and past services reasonably expected to benefit the corporation.

25(1)A corporation shall maintain a separate stated capital account for each class and series of shares it issues and any such account may be expressed in Canadian or other currency.

25(2)A corporation shall add to the appropriate stated capital account

25(3)Where a corporation issues shares with par value at a premium, whether for money or otherwise as provided under subsection 23(5), the full amount of the premiums on those shares shall be added to the appropriate stated capital account.

25(4)Notwithstanding subsections 23(2) and (3) and subsections (2) and (3) of this section, if a corporation issues shares

25(5)On the issue of a share a corporation shall not add to a stated capital account in respect of the share it issues an amount greater than the amount of the consideration it received for the share.

25(6)An amount that a corporation proposes to add to a stated capital account it maintains in respect of a class or series of shares shall be approved by special resolution, unless all the issued and outstanding shares are shares of not more than two classes of convertible shares referred to in subsection 37(3), if

25(7)Subject to subsection (6), when a body corporate is continued under this Act

25(8)When a body corporate is continued under this Act, subsections (2) and (3) do not apply to the consideration received by it before it was so continued unless the share in respect of which the consideration is received is issued after the corporation is so continued.

25(9)When a body corporate is continued under this Act, any amount unpaid in respect of a share issued by the body corporate before it was so continued and paid after it was so continued shall be added to the stated capital account maintained for the shares of that class or series.

25(11)A corporation shall not reduce its stated capital or any stated capital account except in the manner provided in this Act.

25(12)Subsections (1) to (11) and any other provisions of this Act relating to stated capital do not apply to an open end mutual fund.

25(13)For the purposes of this section, “open-end mutual fund” means a corporation that makes a distribution to the public of its shares and that carries on only the business of investing the consideration it receives for the shares it issues, and all or substantially all of those shares are redeemable upon the demand of the shareholder.

26(1)The articles may authorize, subject to any limitations set out in them, the issue of any class of shares in one or more series and may do either or both of the following:

26(2)If any cumulative dividends or amounts payable on return of capital in respect of a series of shares are not paid in full, the shares of all series of the same class participate rateably in respect of accumulated dividends and return of capital.

26(3)No rights, privileges, restrictions or conditions attached to a series of shares authorized under this section shall confer upon a series a priority in respect of dividends or return of capital over any other series of shares of the same class that are then outstanding.

26(4)Before the issue of shares of a series authorized under paragraph (1)(b), the directors shall send to the Director articles of amendment in the form provided by the Director to designate a series of shares.

26(5)Upon receipt of articles of amendment designating a series of shares, the Director shall issue a certificate of amendment.

27(1)In this section

27(2)Except as otherwise provided in the articles and except as provided in this section, the holders of equity shares of any class, in the case of the proposed issuance by the corporation of, or the proposed granting by the corporation of rights or options to purchase, its equity shares of any class or any shares or other securities convertible into or carrying rights or options to purchase its equity shares of any class shall, if the issuance of the equity shares proposed to be issued or issuable upon exercise of such rights or options or upon conversion of such other securities would adversely affect the unlimited dividend rights of such holders, have the right during a reasonable time and on reasonable conditions, both to be fixed by the board, to purchase such shares or other securities in such proportions as shall be determined as provided in this section.

27(3)Except as otherwise provided in the articles and except as provided in this section, the holders of voting shares of any class, in case of the proposed issuance by the corporation of, or the proposed granting by the corporation of rights or options to purchase, its voting shares of any class or any shares or other securities convertible into or carrying rights or options to purchase its voting shares of any class shall, if the issuance of the voting shares proposed to be issued or issuable upon exercise of such rights or options or upon conversion of such other securities would adversely affect the voting rights of such holders, have the right during a reasonable time and on reasonable conditions, both to be fixed by the board, to purchase such shares or other securities in such proportions as shall be determined as provided in this section.

27(4)The preemptive right provided for in subsections (2) and (3) shall entitle shareholders having such rights to purchase the shares or other securities to be offered or optioned for sale as nearly as practicable in such proportions as would, if such preemptive right were exercised, preserve the relative unlimited dividend rights and voting rights of such holders and at a price or prices not less favourable at which such shares or other securities are proposed to be offered for sale to others, without deduction of such reasonable expenses of and compensation for the sale, underwriting or purchase of such shares or other securities by underwriters or dealers as may lawfully be paid by the corporation.

27(5)In case each of the shares entitling the holders thereof to preemptive rights does not confer the same unlimited dividend right or voting right, the board shall apportion the shares or other securities to be offered or optioned for sale among the shareholders having the preemptive rights to purchase them in such proportions as in the opinion of the board shall preserve as far as practicable the relative unlimited dividend rights and voting rights of the holders at the time of such offering.

27(6)The apportionment made by the board shall, in the absence of fraud or bad faith, be binding upon all shareholders.

27(7)Unless the articles expressly so provide, shareholders have no preemptive right in respect of shares to be issued

27(8)On or after the coming into force of this section, this section does not apply to corporations whose securities are listed on an exchange recognized by a Canadian securities regulatory authority as defined under securities legislation.

27(9)On or after the date this subsection comes into force, this section does not apply to

27(10)A corporation may remove preemptive rights provided for in subsections (2) and (3) by special resolution.

27(11)The holders of a class or a series of shares are entitled to vote separately as a class or series on the special resolution under subsection (10) if the removal of the preemptive rights would affect the holders of shares of that class or series of shares in a manner different from the holders of shares of another class or series.

27(12)Subsection (10) applies whether or not shares of a class or series otherwise carry the right to vote.

27(13)A special resolution under this section is adopted when the holders of the shares of each class or series entitled to vote separately on the special resolution as a class or series have approved the special resolution.

27(14)The removal of the preemptive rights of a shareholder to all shares or other securities of the corporation shall be effective on the date the special resolution is adopted or on a later date specified in the resolution.

27(15)A shareholder who has voted against the special resolution may, within 20 days after the resolution has been adopted, demand payment of the fair value of their shares, and the provisions of section 131 apply with the necessary modifications.

27(16)When the articles so provide, the provisions of this section apply, except to the extent the provisions are inconsistent with the articles.

27.1(1)Despite sections 28 and 37 and paragraph 113(1)(g), a corporation shall not issue, in bearer form, a certificate, warrant or other evidence of a conversion privilege, option, or right to acquire a share or other security of the corporation.

27.1(2)A corporation shall, on the request of a holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share or other security of the corporation that is in bearer form and that was issued before the commencement of this section, issue in exchange to that holder, in registered form, a certificate, warrant or other evidence, as the case may be.

28(1)Subject to section 27, a corporation may issue a certificate, warrant or other evidence of a conversion privilege, option, or right to acquire a share or other security of the corporation, and shall set out the conditions of the certificate, warrant or other evidence

28(2)Conversion privileges, options and rights to acquire securities of a corporation may be made transferable or non-transferable, and options and rights to acquire may be made separable or inseparable from any securities to which they are attached.

28(3)Where a corporation has granted privileges to convert any securities issued by the corporation into shares, or into shares of another class or series, or has issued or granted options or rights to acquire shares, if the articles limit the number of authorized shares, the corporation shall reserve and continue to reserve sufficient authorized shares to meet the exercise of such conversion privileges, options and rights.

29(1)Subject to sections 30 to 33, a corporation shall not hold shares in itself or in its holding body corporate.

29(2)Unless its articles provide otherwise, a subsidiary of a corporation may purchase or acquire shares of the corporation of which it is a subsidiary.

29(3)A subsidiary of a corporation shall not purchase or acquire any of the shares of its holding body corporate if there are reasonable grounds for believing that the subsidiary is, or would after the payment be, unable to pay its liabilities as they become due.

29(4)On application of a director of the holding body corporate or the purchasing or acquiring subsidiary, the Court may declare if the purchase or acquisition contravenes subsection (3).

29(5)A purchase or acquisition of shares by a subsidiary of a corporation of its holding body corporate is not invalid by reason only that it contravenes subsection (1).

30(1)A corporation may, in the capacity of a personal representative, hold shares in itself or in its holding body corporate unless it or the holding body corporate or a subsidiary of either of them has a beneficial interest in the shares.

30(2)A corporation may hold shares in itself or in its holding body corporate by way of security for the purposes of a transaction entered into by it in the ordinary course of a business that includes the lending of money.

30(3)A corporation holding shares in itself or in its holding body corporate shall not vote or permit those shares to be voted unless the corporation holds the shares in the capacity of a personal representative.

30(4)A corporation shall not permit any of its subsidiary bodies corporate holding shares in the corporation to vote, or permit those shares to be voted, unless the subsidiary body corporate holds the shares in the capacity of a personal representative.

31(1)Subject to subsection (2) and to its articles, a corporation may purchase or otherwise acquire shares issued by it.

31(2)A corporation shall not make any payment to purchase or otherwise acquire shares issued by it if there are reasonable grounds for believing that

32(1)Notwithstanding subsection 31(2), but subject to subsection (3) and to its articles, a corporation may purchase or otherwise acquire shares issued by it to

32(2)Notwithstanding subsection 31(2), a corporation may purchase or otherwise acquire shares issued by it to

32(3)A corporation shall not make any payment to purchase or acquire under subsection (1) shares issued by it if there are reasonable grounds for believing that

33(1)Notwithstanding subsection 31(2) or 32(3), but subject to subsection (2) and to its articles, a corporation may purchase or redeem any redeemable shares issued by it at prices not exceeding the redemption price of those shares stated in the articles or calculated according to a formula stated in the articles.

33(2)A corporation shall not make any payment to purchase or redeem any redeemable shares issued by it if there are reasonable grounds for believing that

35(1)Subject to subsection (3), a corporation may by special resolution reduce its stated capital for any purpose, including for the purpose of

35(2)A special resolution under this section shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted.

35(3)A corporation shall not reduce its stated capital for any purpose other than the purpose referred to in paragraph (1)(c) if there are reasonable grounds for believing that

35(4)A creditor of a corporation is entitled to apply to the Court for an order compelling a shareholder or other recipient

35(5)An action to enforce a liability imposed by this section may not be commenced after two years from the date of the action complained of.

36(1)Upon a purchase, redemption or other acquisition by a corporation under section 31, 32, 33, 44 or 131 or paragraph 166(3)(f), of shares or fractions thereof issued by it, the corporation shall

36(2)A corporation shall deduct the amount of a payment made by the corporation to a shareholder under paragraph 166(3)(g) from the stated capital account maintained for the class or series of shares in respect of which the payment was made.

36(3)A corporation shall adjust its stated capital account or accounts in accordance with any special resolution referred to in subsection 35(2).

36(4)Shares or fractions thereof issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, if the articles limit the number of authorized shares, may be restored to the status of authorized but unissued shares.

36(5)A corporation holding shares in itself as permitted by subsections 30(1) and (2) shall be deemed not to have purchased, redeemed or otherwise acquired such shares.

37(1)The articles of a corporation shall not provide for the conversion of shares with par value into shares with par value if the aggregate par value of the shares being converted is not equal to the aggregate par value of the shares into which they are converted.

37(2)Upon a conversion of shares or a change under section 113, 132 or 166 of issued shares of a corporation into shares of another class or series or kind,

37(3)For the purposes of subsection (2) and subject to its articles, if a corporation issues two classes of shares without par or nominal value and there is attached to each class a right to convert a share of the one class into a share of the other class and a share of one class is converted into a share of the other class, the amount of stated capital attributable to a share of either class is the aggregate of the share capital of both classes divided by the number of issued shares of both classes immediately before the conversion.

37(4)Shares issued by a corporation and converted or changed under section 113, 132 or 166 into shares of another class or series shall become issued shares of the class or series of shares into which the shares have been converted or changed.

37(5)Where the articles limit the number of authorized shares of a class or series of shares of a corporation and issued shares of that class or series have become, pursuant to subsection (4), issued shares of another class or series, the number of unissued shares of the first mentioned class or series shall, unless the articles of amendment or reorganization otherwise provide, be increased by the number of shares that, pursuant to subsection (4), became shares of another class or series.

38(2)A condition contained in a debt obligation or in an instrument for securing a debt obligation is not invalid by reason only that the debt obligation is thereby made irredeemable or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long.

38(3)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.

38(4)Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be re-issued, pledged or hypothecated to secure any obligation of the corporation then existing or thereafter incurred, and any such acquisition and re-issue, pledge or hypothecation is not a cancellation of the debt obligations.

39(1)A contract with a corporation providing for the purchase by it of shares of the corporation is specifically enforceable against the corporation except to the extent that the corporation cannot perform the contract without thereby being in breach of section 31, 32 or 33.

39(2)In an action brought on a contract referred to in subsection (1), the corporation has the burden of proving that performance of the contract is prevented by section 31, 32 or 33.

39(3)Until the corporation has fulfilled all its obligations under a contract referred to in subsection (1), the other party to that contract retains the status of claimant and is entitled 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 and to the rights of the holders of any class of shares whose rights were in priority to the rights given to the holder of the class of shares the person purchased but in priority to the rights of the other shareholders.

42(1)Subject to section 41, a corporation may pay a dividend in money or property or by issuing fully paid shares of the corporation.

42(2)If shares of a corporation are issued in payment of a dividend, the declared amount of the dividend stated as an amount in money shall be added to the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend.

43(1)In this section, “financial assistance” means financial assistance by means of a loan, a guarantee or the provision of security or otherwise.

43(2)Subject to any other provisions of this Act or the regulations, a corporation may give financial assistance to any person for any purpose.

44(1)The shareholders of a corporation are not, as shareholders, liable for any liability, act or default of the corporation except under section 99.

44(2)The articles, by-laws or unanimous shareholder agreement may provide that the corporation has a lien on a share registered in the name of a shareholder or in the name of the shareholder’s personal representative for a debt of that shareholder to the corporation, including an amount unpaid in respect of a share issued by a body corporate on the date it was continued under this Act.

44(3)A corporation may enforce a lien referred to in subsection (2) in accordance with its articles, by-laws or a unanimous shareholder agreement.

45.1(1)Subject to this Act and any other Act, the Securities Transfer Act applies to the transfer and transmission of the shares of a corporation.

45.1(2)The shares of a corporation are securities for the purposes of the Securities Transfer Act.

46.1(1)A security issued by a corporation may be represented by a security certificate or may be an uncertificated security.

46.1(2)Unless otherwise provided by the corporation’s articles, the directors of a corporation may provide by resolution that any or all classes and series of its shares or other securities shall be uncertificated securities, provided that the resolution does not apply to securities represented by a certificate until the certificate is surrendered to the corporation.

46.1(3)Within a reasonable time after the issuance or transfer of an uncertificated security, the corporation shall send to the registered holder of the uncertificated security a written notice containing the information required to be stated on a security certificate in accordance with subsections 47(4) and (10).

46.1(4)Except as otherwise provided by law, the rights and obligations of the registered holders of uncertificated securities and the rights and obligations of the holders of certificated securities of the same class and series shall be identical.

47(2)A corporation may charge a reasonable administrative fee for a security certificate issued in respect of a transfer.

47(3)A corporation required to issue a security certificate is not required to issue more than one security certificate in respect of securities held jointly by several persons, and delivery of a certificate to one of several joint holders is sufficient delivery to all.

47(4)A security certificate shall be signed by at least one of the following persons:

47(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 he were a director or an officer at the date of its issue.

47(7)There shall be stated upon the face of each security certificate issued by a corporation

47(9)If a body corporate continued under this Act has outstanding security certificates, and if the words “private company” appear on the certificates, those words, for the purposes of the Securities Transfer Act, shall be deemed to be a notice that the shares or a transfer of the shares may be subject to a restriction, to a lien in favour of the corporation, to a unanimous shareholder agreement or to an endorsement under subsection 131(10).

47(10)There shall be stated legibly on a security certificate issued by a corporation that is authorized to issue shares of more than one class or series

47(11)Where a security certificate issued by a corporation contains the statement mentioned in paragraph (10)(b), the corporation shall furnish to a shareholder on demand and without charge a full copy of the text of

47(12)A corporation may issue for each fractional share, a certificate in registered form or scrip certificate in registered form that entitle the holder to receive a certificate for a full share in exchange for scrip certificates equalling a full share.

47(12.1)A corporation shall, on the request of the holder of a certificate for a fractional share or scrip certificate that was issued in bearer form before the commencement of this subsection, issue in exchange to that holder, in registered form, a certificate for a fractional share or a scrip certificate, as the case may be.

47(13)The directors may attach conditions to any scrip certificates issued by the corporation or on behalf of the corporation, including conditions that

47(14)A holder of a fractional share issued by a corporation is not entitled to exercise voting rights or to receive a dividend in respect of the fractional share, unless

47(15)A holder of a scrip certificate is not entitled to exercise voting rights or to receive a dividend in respect of the scrip certificates.

48(1)A corporation shall prepare and maintain at its registered office or any other place in New Brunswick designated by the directors a securities register in which it records the securities issued by it in registered form, showing with respect to each class or series of securities,

48(2)A corporation shall prepare and maintain a register of transfers in which all transfers of securities issued by the corporation in registered form are maintained and the date and particulars of each transfer.

48.1(1)A corporation may appoint an agent to maintain a central securities register and branch securities registers.

48.1(2)Subject to subsection 18(1.1), a central securities register shall be maintained by a corporation at its registered office or any other place in New Brunswick designated by the directors, and any branch securities register may be kept at any place in or outside of New Brunswick designated by the directors.

48.1(3)A branch securities register shall only contain particulars of securities issued or transferred at that branch.

48.1(4)Particulars of each issue or transfer of a security registered in a branch securities register shall also be kept in the corresponding central securities register.

48.1(5)Registration of the issue or transfer of a security or warrant of the corporation in the central securities register or in the branch security registers is a complete and valid registration for all purposes.

48.1(6)A corporation or a person appointed under section 48.2 is not required to produce

49(1)A corporation may, subject to sections 86, 87 and 90, treat the registered security holder as the person exclusively entitled to vote, to receive notices, to receive any interest, dividend or other payments in respect of the security, and otherwise to exercise all the rights and powers of an owner of the security.

49(2) A corporation whose articles or unanimous shareholder agreement restrict the right to transfer its securities shall, and any other corporation may, treat a person referred to in paragraph (a), (b) or (c) as a registered security holder entitled to exercise all the rights of the security holder that the person represents, if that person furnishes evidence as described in subsection 87(1) of the Securities Transfer Act to the corporation that the person is,

49(3)A transfer of securities made by a sale under the Enforcement of Money Judgments Act or under an order or judgment of a court of competent jurisdiction, on furnishing the corporation with evidence of the sale or the order or judgment, shall be registered in the securities register of the corporation.

49(4)If a person on whom the ownership of a security devolves by operation of law, other than a person referred to 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.

49(5)A corporation is not required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third person by a registered holder of any of its securities or by anyone whom it treats, as permitted or required by this section, as the owner or registered holder of its securities.

49(6)When a security is issued to several persons as joint holders, on satisfactory proof of the death of one joint holder, the corporation may treat the surviving joint holders as owners of the security.

49(7)Subject to any applicable law of Canada or a province or territory of Canada 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,

49(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 legal representative of the deceased holder is entitled to become, subject to any applicable law of Canada or a province or territory of Canada relating to the collection of taxes, a registered holder or to designate a registered holder if the legal representative deposits with the corporation or its transfer agent

49(9)Deposit of the documents required by subsection (7) or (8) empowers a corporation or its transfer agent to record in a register of transfers the transmission of a security from the deceased holder to a person referred to in paragraph (2)(a) or to any person as the person referred to in that paragraph may designate, and thereafter, to treat the person who thus becomes a registered holder as the owner of that security.

49(10)Subsections (7), (8) and (9) do not limit any right of a person to transfer shares or obtain registration of transfers in accordance with the Securities Transfer Act.

50(1)A corporation shall not impose restrictions on the transfer of shares except such restrictions as are authorized by the articles.

50(2)A corporation that has imposed restrictions on the transfer or ownership of a class or series of its shares shall not offer any of its shares of that class or series, or any shares convertible into shares of that class or series, to the public unless the restrictions are necessary

50(3)A corporation that violates or fails to comply with subsection (2) commits an offence punishable under Part II of the Provincial Offences Procedure Act as a category E offence.

51(1)A corporation that has issued a certificate, warrant or other evidence of a conversion privilege, option, or right to acquire a share or other security of the corporation may provide, by coupons or otherwise, for the payment of the future dividends on the shares or other security included in the certificate, warrant or other evidence of the privilege, option or right.

51(2)A holder of a certificate, warrant or other evidence of a conversion privilege, option or right to acquire a share or other security of the corporation may, if the provisions and regulations respecting certificates, warrants or other evidence of a privilege, option or right to acquire a share or other security of the corporation contained in the articles provide, be deemed to be a shareholder of the corporation, either to the full extent or for any purposes defined by the regulations in the articles.

51(3)On the issuance of a certificate, warrant or other evidence of a conversion privilege, option, or right to acquire a share or other security of the corporation, the corporation shall remove from its share register the name of the shareholder entered in the registry as holding the shares or other security as if the holder had ceased to be a shareholder, and shall enter in the share register the following particulars:

51(4)Until a certificate, warrant or other evidence of a privilege, option or right to acquire a share or other security of the corporation is surrendered, the particulars referred to in subsection (3) shall be deemed to be the particulars required by this Act to be entered in the share register of the corporation in respect of the shares or other security, and, on the surrender, the date of the surrender shall be entered in the registry as if it were the date at which a person ceased to be a shareholder.

51(5)Despite subsection 47(1), a holder of a certificate, warrant or other evidence of a privilege, option or right to acquire a share or other security of the corporation is not entitled to a security certificate in respect of the shares or other security, until the certificate, warrant or other evidence of the privilege, option or right is surrendered.

51(6)Unless a holder of a certificate, warrant or other evidence of a privilege, option or right to acquire a share or other security of the corporation is entitled to attend and vote at general meetings, the shares or other security represented by the certificate, warrant or other evidence of the privilege, option or right shall not be counted as part of the capital of the corporation for the purpose of a general meeting of shareholders.

60(1)Subject to the articles, the by-laws and a unanimous shareholder agreement, the directors shall manage, or supervise the management of, the business and affairs of a corporation.

60(2)A corporation shall have one or more directors.

60(3)Subject to the articles, the number, and the minimum and maximum number, of directors shall be as from time to time specified by the by-laws.

60(4)Despite subsection (3), a corporation that is a reporting issuer as defined in the Securities Act shall not have fewer than three directors.

61(1)Unless the articles, the by-laws or a unanimous shareholder agreement otherwise provide, the directors may by resolution make, amend or repeal any by-laws that regulate the business or affairs of the corporation.

61(2)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 or reject the by-law, amendment or repeal.

61(3)Where a by-law is made, amended or repealed under subsection (1), the by-law, amendment or repeal is effective from the date of the resolution of the directors until it is confirmed or rejected by the shareholders under subsection (2) or until it ceases to be effective under subsection (4), and where the by-law is confirmed it continues in effect in the form in which it was so confirmed.

61(4)If a by-law, amendment or repeal is rejected by the shareholders, or if the directors do not submit a by-law, amendment or a repeal to the shareholders as required under subsection (2), the by-law, amendment or repeal ceases to be effective and no subsequent resolution of the directors, within two years after the date on which the by-law, amendment or repeal ceases to be effective, to enact, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed by the shareholders.

61(5)A shareholder entitled to vote at an annual meeting of the shareholders may, in accordance with section 89, make a proposal to make, amend or repeal a by-law and, if adopted by the shareholders at the meeting, the by-law, amendment or repeal is effective from the date of its adoption and requires no further confirmation by the shareholders.

61(6)Unless the articles, the by-laws or a unanimous shareholder agreement otherwise provide, the articles of a corporation shall be deemed to state that the directors of a corporation may, without authorization of the shareholders,

61(7)Notwithstanding subsection 73(2) and paragraph 78(a), unless the articles, by-laws or a unanimous shareholder agreement otherwise provide, the directors may by resolution delegate any or all of the powers referred to in subsection (6) to a director, a committee of directors or an officer.

62(1)After issue of the certificate of incorporation, a meeting of the first directors of the corporation shall be held at which the first directors may

62(2)Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 124(4) or to which a certificate of continuance has been issued under subsection 126(4).

62(3)An incorporator or a first director may call the meeting of first directors referred to in subsection (1) by giving not less than five days notice thereof by mail to each director, stating the time and place of the meeting.

62(3.1)If all the directors have died before the first meeting of directors is held, the incorporator may send a notice of change of directors referred to in subsection 71(1) and set out the names and addresses of the new directors who will carry out the responsibilities as first directors of the corporation as set out in subsection (1).

62(4)A first director may waive notice of a meeting of first directors.

62(5)If there are more than two first directors, a majority of the directors shall constitute a quorum and an act of the majority of the quorum shall be deemed to be an act of the first directors.

62(6)A resolution in writing signed by each first director entitled to receive notice of a meeting of first directors shall be as valid as if it has been passed at a meeting of the first directors duly convened and held.

63(1)The following persons are disqualified from being a director of a corporation:

63(2)Unless the articles otherwise provide, a director of a corporation is not required to hold shares issued by the corporation.

63(3)A person who is elected or appointed a director is not a director unless

64(1)At the time of sending articles of incorporation, the incorporators shall send to the Director a notice of directors in the form provided by the Director and the Director shall file the notice.

64(2)Each director named in the notice referred to in subsection (1) holds office from the issue of the certificate of incorporation until the first meeting of shareholders.

64(3)Despite subsection (2), if directors are not elected at the first meeting of shareholders, the incumbent directors continue in office until their successors are elected.

64(3.1)When directors are elected at a meeting of shareholders they may hold office for the same term, but any term shall expire no later than the close of the third annual meeting of shareholders following their election and, if they are not elected for an expressly stated term, they cease to hold office at the close of the first annual meeting of shareholders following their election.

64(4)If a meeting of shareholders fails to elect the number or the minimum number of directors required by the articles or under section 60 by reason of a disqualification under subsection 63(1), the lack of consent under subsection 63(3) or a death of any candidates, the directors elected at that meeting may exercise all the powers of the directors if the number or the minimum number of directors elected constitutes a quorum.

65(1)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 him multiplied by the number of directors to be elected, and he may cast all such votes in favour of one candidate or distribute them among the candidates in any manner.

65(2)A separate vote of shareholders shall be taken with respect to each candidate nominated for director unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution.

65(3)If a shareholder has voted for more than one candidate without specifying the distribution of his votes among the candidates, he shall be deemed to have distributed his votes equally among the candidates for whom he voted.

65(4)If the number of candidates nominated for director exceeds the number of positions to be filled, the candidates who receive the least number of votes shall be eliminated until the number of candidates remaining equals the number of positions to be filled.

65(5)Despite subsection 64(3.1), each director elected in a vote under this section ceases to hold office at the close of the first annual meeting of shareholders following their election.

65(6)A director may not be removed from office if the votes cast against his removal would be sufficient to elect him and such votes could be voted pursuant to subsection (1) at an election at which the same total number of votes were cast and the number, or the minimum or maximum number, of directors required by the articles or under section 60 were then being elected.

65(7)On or after the date this subsection comes into force, subsections (1) to (6) do not apply to

65(8)On or after the coming into force of this section, a corporation may by a resolution of the holders of voting shares provide that subsections (1) to (6) do not apply to the corporation, unless the articles of the corporation expressly provide otherwise.

65(9)A resolution under subsection (8) shall not be effective if the votes cast against the resolution would be sufficient to elect a director under this section.

65(10)A resolution under subsection (8) shall be effective on the day the resolution is adopted or a later day as specified in the resolution.

66(1)A director of a corporation ceases to hold office when

66(2)A resignation of a director becomes effective at the time a written resignation is sent to the corporation, or at the time specified in the resignation, whichever is later.

67(1)Subject to subsection 65(6), the shareholders of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.

67(2)Where the holders of any class or series of shares of a corporation have an exclusive right to elect one or more directors, a director so elected may only be removed by an ordinary resolution at a meeting of the shareholders of that class or series.

67(3)Subject to subsections 65(1) to (4), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 69.

67(3.1)If all 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.

67(3.2)Subsection (3.1) does not apply to

69(1)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 from a failure to elect the number or the minimum number of directors required by the articles or under section 60.

69(2)If there is not a quorum of directors, or if there has been a failure to elect the number or the minimum number of directors required by the articles or under section 60, the directors then in office shall forthwith 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.

69(3)Where 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,

69(4)The articles or a unanimous shareholder agreement 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.

69(5)A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.

69(6)When the articles provide, the directors may 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.

70(1)The shareholders of a corporation may amend the articles or by-laws to increase or, subject to subsection (2), to decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.

70(2)To the extent that subsection 65(1) applies to a corporation, the number of directors required by the articles or under section 60 may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and the votes could be voted in accordance with subsection 65(1) at an election at which the same total number of votes were cast and the number or the minimum number of directors required by the articles or under section 60 were then being elected.

71(1)Within fifteen days after a change is made among its directors, a corporation shall send to the Director a notice in the form provided by the Director setting out the change and the Director shall file the notice.

71(2)Any interested person, or the Director, may apply to the Court for an order to require a corporation to comply with subsection (1), and the Court may so order and make any further order it thinks fit.

71.1(1)When the address of a director is no longer accurate as set out in a notice of directors under subsection 64(1) or a notice of change of directors under subsection 71(1), a corporation

71.1(2)A notice of change of directors referred to in subsection (1) shall be on a form provided by the Director under subsection 71(1) and shall include all current directors and their current addresses.

72(1)Unless the articles or the by-laws otherwise provide, the board of directors may meet at any place within or outside of New Brunswick and on the notice as the by-laws require.

72(2)When the by-laws of the corporation provide, a director may by proxy appoint another director to act at a meeting of directors or a meeting of a committee of directors in the manner and to the extent authorized by the proxy, and the director giving the proxy is deemed to be present at the meeting if the proxyholder is present.

72(3)Subject to the articles or by-laws, a majority of the number or the minimum number of directors required by the articles or under section 60 constitutes a quorum at any meeting of directors, and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

72(4)Unless otherwise provided in the articles or by-laws, notice of the time and place of a meeting of directors shall be sent not less than seven days before the meeting.

72(5)A director may in any manner waive a notice of a meeting of directors and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

72(6)Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

72(7)Where a corporation has only one director, that director may constitute a meeting.

72(8)Unless otherwise provided in the articles or by-laws, a director may participate in a meeting of directors or of a committee of directors by means of telephone, electronic or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other during the meeting, and a director participating in the meeting by those means is present at the meeting for the purposes of this Act.

73(1)Directors of a corporation may appoint from their number a managing director or one or more committees of directors and delegate to such managing director or committees any of the powers of the directors.

73(2)Notwithstanding subsection (1), no managing director and no committee of directors has authority to

73(3)The appointment of a managing director or committee of directors does not relieve the directors of a corporation from any liability imposed by law.

75(1)Subject to the articles, a resolution in writing signed by all directors or signed counterparts of such resolution by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it has been passed at a meeting of directors or committee of directors duly called, constituted and held.

75(2)Every resolution or counterpart thereof referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors or committee of directors.

76(1)Subject to subsection (6), directors of a corporation who vote for or consent to a resolution authorizing the issue of a share under section 23 for a consideration other than money are jointly and severally liable to the corporation to make good any amount by which the consideration received is less than the fair equivalent of the money that the corporation would have received if the share had been issued for money on the date of the resolution.

76(2)Directors of a corporation who vote for or consent to a resolution authorizing

76(3)A director who has satisfied a judgment rendered under this section is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.

76(4)A director liable under subsection (2) is entitled to apply to the Court for an order compelling a shareholder or other recipient to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other recipient contrary to section 31, 32, 33, 40, 41, 81, 131 or 166.

76(5)In connection with an application under subsection (4), the Court may, if it is satisfied that it is equitable to do so,

76(6)A director is not liable under subsection (1) if he proves that he 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.

76(7)An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.

77(1)A director or officer of a corporation shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors the nature and extent of their interest, if the director or officer

77(2)The disclosure required by subsection (1) shall be made, in the case of a director, at the meeting at which a proposed contract or transaction is first considered, or if not,

77(3)The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

77(4)If a material contract or material transaction or proposed material contract or proposed material transaction is one that, in the ordinary course of the corporation’s business, would not require approval by the directors or shareholders, a director or officer shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of the director’s or officer’s interest immediately after the director or officer becomes aware of the contract or transaction or proposed contract transaction.

77(5)A director referred to in subsection (1) shall not attend any part of a meeting of directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is

77(6)If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present at the meeting by reason of subsection (5), the remaining directors shall be deemed to constitute a quorum for the purposes of voting on the resolution.

77(7)When all the directors are required to make disclosure under subsection (1), the contract or transaction may be approved only by the shareholders.

77(8)For the purposes of this section, a general notice to the directors by a director or officer disclosing that they are a director or officer of or have a material interest in a person, or that there has been a material change in the director’s or officer’s interest in the person, and that they are to be regarded as interested in any contract made or any transaction entered into with that person, is sufficient disclosure of interest in relation to the contract or transaction.

77(9)The shareholders of the corporation may examine the portions of any minutes of meetings of directors or of committees of directors that contain disclosures under this section, and any other documents that contain those disclosures, during the usual business hours of the corporation.

77(10)A director or officer referred to in subsection (1) is liable to account to the corporation and its shareholders for any profit made on the contract or transaction, unless

77(11)When a director or officer of a corporation fails to comply with this section, the Court may, on the application of the corporation or a shareholder of the corporation, set aside the contract or transaction on any terms as it thinks fit and direct that the director or officer account to the corporation and its shareholders for any profit made on the contract or transaction.

77(12)Despite anything in this section, a director or officer is not accountable to the corporation and its shareholders for any profit made on the contract or transaction

77(13)This section does not apply to a director or officer of a corporation all of whose shares are owned by one person.

79(1)Every director and officer of a corporation in exercising his powers and discharging his duties shall

79(2)Every director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and a unanimous shareholder agreement.

79(3)Subject to subsection 99(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 him from liability for a breach thereof.

80(1)A director who is present at a meeting of directors or committee of directors shall be deemed to have consented to any resolution passed or action taken thereat unless

80(2)A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).

80(3)A director is not liable under section 76, and has complied with their duties under subsection 79(2), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on

80(4)A director has complied with their duties under subsection 79(1) if the director relied in good faith on

81(1)A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or another individual who acts or acted at the corporation’s request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

81(2)A corporation may advance moneys to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1), but the individual shall repay the moneys if the individual does not fulfil the conditions set out in subsection (3).

81(3)A corporation shall not indemnify an individual under subsection (1) unless the individual

81(4)A corporation may, with the approval of the Court, indemnify an individual referred to in subsection (1), or advance moneys under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour, to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1) against all costs, charges and expenses reasonably incurred by the individual in connection with the action, if the individual fulfils the conditions set out in subsection (3).

81(5)Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in subsection (1), if the individual seeking indemnity

81(6)A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual

81(7)On application by a corporation, an individual or other person referred to in subsection (1) to the Court may make an order approving an indemnity under this section and any further order it thinks fit.

81(8)On an application under subsection (7), the Court may order notice to be given to any interested person, and the person is entitled to appear and be heard in person or by counsel.

83(1)The following definitions apply in this section.

83(2)For the purposes of this section,

83(3)For the purposes of this section,

83(4)An insider who, in connection with a transaction in a security of the corporation or any of its affiliates, makes use of any specific confidential information for the insider’s own benefit or advantage that, if generally known, might reasonably be expected to affect materially the value of the security,

83(5)No action shall be brought under subsection (4) after two years from the day on which the plaintiff first knew or ought reasonably to have known that the conduct giving rise to the action took place.

84(1)Meetings of shareholders of a corporation shall be held at the place within New Brunswick provided in the by-laws, or, in the absence of such provision, at the place within New Brunswick that the directors determine.

84(2)Notwithstanding subsection (1), a meeting of shareholders of a corporation may be held outside New Brunswick if all the shareholders entitled to vote at that meeting so agree, and a shareholder who attends a meeting of shareholders held outside New Brunswick shall be deemed to have so agreed except when he attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

84(3)Notwithstanding subsections (1) and (2), if the articles so provide, meetings of shareholders may be held outside New Brunswick at one or more places specified in the articles.

85(1)The directors of a corporation shall call an annual meeting of shareholders

85(2)The directors of a corporation may at any time call a special meeting of shareholders.

85(3)Despite subsection (1), the corporation may apply without notice to any person to the Court for an order extending the time in which the first or a subsequent annual meeting of shareholders shall be held.

85(4)Despite subsection (1), when there is a resolution passed unanimously by all holders of voting shares, the corporation may extend the time by up to three months in which the first or a subsequent annual meeting of shareholders shall be held.

85(5)Unless the articles or by-laws otherwise provide, a shareholder or any other person entitled to attend a meeting of shareholders may participate in the meeting by means of telephone or electronic or other communication facilities.

85(6)If the directors of a corporation call a meeting of shareholders under this Act, the directors may determine that the meeting shall be held entirely by means of telephone or electronic or other communication facilities, unless the articles or the by-laws otherwise provide.

85(7)A communication facility referred to in this section shall permit all participants to communicate adequately with each other during the meeting, and the shareholder or other person who, through those means, votes at the meeting or establishes a communications link to the meeting shall be deemed for the purposes of this Act to be present at the meeting and the corporation shall determine the manner of voting at that meeting.

86(1)For the purpose of determining shareholders

86(2)For the purpose of determining shareholders entitled to receive notice of a meeting of shareholders, the directors may fix in advance a date as the record date for such determination of shareholders, but such record date shall not precede by more than 60 days or by less than 21 days the date on which the meeting is to be held.

86(3)If no record date is fixed,

87(1)Subject to the articles or a unanimous shareholder agreement, notice of the time and place of a meeting of shareholders shall be sent not less than 10 days nor more than 50 days before the meeting

87(1.1)In the case of a corporation that is not a reporting issuer as defined under the Securities Act, the notice of the time and place of a meeting of shareholders may be sent within a shorter period than the period set out in subsection (1) if specified in the articles or by-laws.

87(1.2)The requirements of subsection (1) are deemed to be satisfied when a notice of a meeting of shareholders and any related documents are posted on a website that can be accessed by the shareholder without a fee payment and a notice is sent to the shareholder informing the shareholder that the notice of a meeting of shareholders and related documents have been posted and explaining how to access them.

87(1.3)A corporation may send the notice informing the shareholder referred to in subsection (1.2) to the shareholder by electronic communication if

87(1.4)If a director or auditor has consented, the notice of a meeting of shareholders and any related documents may be provided to a director or auditor, as the case may be, in accordance with subsection (1.2) .

87(2)A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under subsection 86(2) or (3), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.

87(3)If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of sixty days or more, notice of the adjourned meeting shall be given as for an original meeting.

87(4)All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements, auditor’s report, election of directors and reappointment of the incumbent auditor, if any, shall be deemed to be special business.

87(5)Notice of a meeting of shareholders at which special business is to be transacted shall state