Acts and Regulations

C-13 - Companies Act

Section 87
Disposition versions

Full text
Number and qualifications of directors
87(1)The affairs of the company shall be managed by a board of not less than three directors.
87(1.1)The directors of a company shall be shareholders or members of the company.
87(1.2)The following persons are disqualified from being a director of a company:
(a) anyone who is less than nineteen years of age;
(b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) a person who is not an individual;
(d) a person who has the status of bankrupt; or
(e) a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada
(i) in connection with the promotion, formation or management of a corporation, or
(ii) involving fraud,
unless three years have elapsed since the expiration of the period fixed for suspension of the passing of sentence without sentencing or since a fine was imposed, or unless the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest, but the disability imposed by this paragraph ceases upon a pardon being granted.
87(2)The company may, by by-law, increase the number of its directors or may decrease the number to not less than three; but no by-law for either of said purposes is valid or shall be acted upon unless approved by a vote of at least two-thirds of the votes cast at an annual meeting or at a special general meeting of the shareholders duly called for considering the by-law.
87(3)Where such a by-law is approved at such meeting the by-law becomes effective and may be acted upon forthwith, unless prior to its so being acted upon a shareholder, or the representative of a shareholder, files with the secretary of the meeting a protest against the by-law, in which case the by-law does not become effective and shall not be acted upon unless or until a copy thereof certified under the seal of the company has been deposited with the Director and approved by him.
87(4)Where a by-law increasing the number of directors becomes effective as aforesaid, the meeting approving the by-law may elect the additional directors or in default thereof the board may appoint such additional directors.
87(5)The persons named as such in the letters patent are the directors of the company until replaced by others duly appointed in their stead.
87(6)A company shall forward to the Director, within fifteen days after a change is made amongst its directors, a notice in the prescribed form setting out the change and the Director shall keep that notice on record.
R.S., c.33, s.86; 1960-61, c.29, s.3, 4; 1978, c.D-11.2, s.7; 1981, c.12, s.10; 2002, c.15, s.21; 2002, c.29, s.3
Number and qualifications of directors
87(1)The affairs of the company shall be managed by a board of not less than three directors.
87(1.1)The directors of a company shall be shareholders or members of the company.
87(1.2)The following persons are disqualified from being a director of a company:
(a) anyone who is less than nineteen years of age;
(b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) a person who is not an individual;
(d) a person who has the status of bankrupt; or
(e) a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada
(i) in connection with the promotion, formation or management of a corporation, or
(ii) involving fraud,
unless three years have elapsed since the expiration of the period fixed for suspension of the passing of sentence without sentencing or since a fine was imposed, or unless the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest, but the disability imposed by this paragraph ceases upon a pardon being granted.
87(2)The company may, by by-law, increase the number of its directors or may decrease the number to not less than three; but no by-law for either of said purposes is valid or shall be acted upon unless approved by a vote of at least two-thirds of the votes cast at an annual meeting or at a special general meeting of the shareholders duly called for considering the by-law.
87(3)Where such a by-law is approved at such meeting the by-law becomes effective and may be acted upon forthwith, unless prior to its so being acted upon a shareholder, or the representative of a shareholder, files with the secretary of the meeting a protest against the by-law, in which case the by-law does not become effective and shall not be acted upon unless or until a copy thereof certified under the seal of the company has been deposited with the Director and approved by him.
87(4)Where a by-law increasing the number of directors becomes effective as aforesaid, the meeting approving the by-law may elect the additional directors or in default thereof the board may appoint such additional directors.
87(5)The persons named as such in the letters patent are the directors of the company until replaced by others duly appointed in their stead.
87(6)A company shall forward to the Director, within fifteen days after a change is made amongst its directors, a notice in the prescribed form setting out the change and the Director shall keep that notice on record.
R.S., c.33, s.86; 1960-61, c.29, s.3, 4; 1978, c.D-11.2, s.7; 1981, c.12, s.10; 2002, c.15, s.21; 2002, c.29, s.3
Number and qualifications of directors
87(1)The affairs of the company shall be managed by a board of not less than three directors.
87(1.1)The directors of a company shall be shareholders or members of the company.
87(1.2)The following persons are disqualified from being a director of a company:
(a) anyone who is less than nineteen years of age;
(b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere;
(c) a person who is not an individual;
(d) a person who has the status of bankrupt; or
(e) a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada
(i) in connection with the promotion, formation or management of a corporation, or
(ii) involving fraud,
unless three years have elapsed since the expiration of the period fixed for suspension of the passing of sentence without sentencing or since a fine was imposed, or unless the term of imprisonment and probation imposed, if any, was concluded, whichever is the latest, but the disability imposed by this paragraph ceases upon a pardon being granted.
87(2)The company may, by by-law, increase the number of its directors or may decrease the number to not less than three; but no by-law for either of said purposes is valid or shall be acted upon unless approved by a vote of at least two-thirds of the votes cast at an annual meeting or at a special general meeting of the shareholders duly called for considering the by-law.
87(3)Where such a by-law is approved at such meeting the by-law becomes effective and may be acted upon forthwith, unless prior to its so being acted upon a shareholder, or the representative of a shareholder, files with the secretary of the meeting a protest against the by-law, in which case the by-law does not become effective and shall not be acted upon unless or until a copy thereof certified under the seal of the company has been deposited with the Director and approved by him.
87(4)Where a by-law increasing the number of directors becomes effective as aforesaid, the meeting approving the by-law may elect the additional directors or in default thereof the board may appoint such additional directors.
87(5)The persons named as such in the letters patent are the directors of the company until replaced by others duly appointed in their stead.
87(6)A company shall forward to the Director, within fifteen days after a change is made amongst its directors, a notice in the prescribed form setting out the change and the Director shall keep that notice on record.
R.S., c.33, s.86; 1960-61, c.29, s.3, 4; 1978, c.D-11.2, s.7; 1981, c.12, s.10; 2002, c.15, s.21; 2002, c.29, s.3