Acts and Regulations

B-9.1 - Business Corporations Act

Full text
Meeting of directors
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.
2000, c.9, s.6; 2023, c.2, s.53; 2023, c.2, s.155
Meeting of directors
72(1)Subject to subsection (2), the meetings of the board of directors shall be held at the place where the registered office of the corporation is located and upon such notice as is required by the by-laws or by subsection (4).
72(2)Where the by-laws of the corporation so provide, the meetings of the board of directors may be held at any place within or outside New Brunswick.
72(3)Subject to the articles or by-laws, a majority of the 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 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)A director may participate in a meeting of directors or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other if
(a) the by-laws so provide, or
(b) subject to the by-laws, all the directors of the corporation consent,
and a director participating in a meeting by those means shall be deemed for the purposes of this Act to be present at that meeting.
2000, c.9, s.6
Meeting of directors
72(1)Subject to subsection (2), the meetings of the board of directors shall be held at the place where the registered office of the corporation is located and upon such notice as is required by the by-laws or by subsection (4).
72(2)Where the by-laws of the corporation so provide, the meetings of the board of directors may be held at any place within or outside New Brunswick.
72(3)Subject to the articles or by-laws, a majority of the 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 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)A director may participate in a meeting of directors or of a committee of directors by means of telephone or other communication facilities that permit all persons participating in the meeting to hear each other if
(a) the by-laws so provide, or
(b) subject to the by-laws, all the directors of the corporation consent,
and a director participating in a meeting by those means shall be deemed for the purposes of this Act to be present at that meeting.
2000, c.9, s.6