Acts and Regulations

B-9.1 - Business Corporations Act

Full text
Election and removal of directors
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
(a) a corporation incorporated under this Act after that date, unless the articles otherwise provide,
(b) a body corporate continued under section 126 after that date, unless the articles of continuance otherwise provide, and
(c) a body corporate incorporated or created by or under another Act of the Legislature after that date, unless that Act otherwise provides.
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.
2023, c.2, s.48
Election and removal of directors
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)Each director ceases to hold office at the close of the first annual meeting of shareholders following his 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 of directors required by the articles or under section 60 were then being elected.