189.2(1)In this section, "corporate mistake" means an omission, defect, error or irregularity that has occurred in the conduct of the business or affairs of a corporation as a result of which
(a)
a breach of a provision of this Act or the regulations has occurred,
(b)
there has been default in compliance with the articles,
(c)
proceedings at or in connection with any of the following have been rendered ineffective:
(i)
a meeting of shareholders;
(ii)
a meeting of the directors or of a committee of directors;
(iii)
any assembly purporting to be a meeting referred to in subparagraph (i) or (ii), or
(d)
an invalid resolution consented to by shareholders or directors, or invalid records purporting to constitute a resolution consented to by the shareholders or directors.
189.2(2)Despite any other provision of this Act, if a corporate mistake occurs,
(a)
the Court may, either on its own motion or on the application of any interested person, make an order
(i)
to correct or cause to be corrected, or to negate or modify or cause to be modified, the consequences in law of the corporate mistake, and
(ii)
to validate an act, matter or thing rendered or alleged to have been rendered invalid by or as a result of the corporate mistake, and
(b)
the Court may make any ancillary or consequential orders that it considers appropriate.
189.2(3)The Court shall, before making an order under this section, consider the effect that the order might have on the corporation and on its directors, officers, creditors and shareholders and on the beneficial owners of its shares.
189.2(4)Unless the Court orders otherwise, an order made under subsection (2) does not prejudice the rights of any third party who acquired those rights
(a)
for valuable consideration, and
(b)
without notice of the corporate mistake that is the subject of the order.
189.2(5)A notice of application referred to in subsection (2) shall be served on the Director, and the Director may appear before the Court and be heard in person or by counsel.