Acts and Regulations

C-13 - Companies Act

Section 96
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Powers of directors
96(1)The directors may administer the affairs of the company in all things, and make or cause to be made for the company any description of contract that the company may by law enter into, and may make by-laws not contrary to law or to the letters patent of the company or to this Act, as to the following matters:
(a) the regulating of the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock;
(b) the declaration and payment of dividends;
(c) the amount of the stock qualifications of the directors, and their remuneration, if any;
(d) the appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them to the company and their remuneration;
(e) the time and place for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum, the requirements as to proxies, and the procedure in all things at such meetings;
(f) the imposition and recovery of all penalties and forfeitures not otherwise provided for in this Act;
(g) the conduct, in all other particulars, of the affairs of the company not otherwise provided for in this Act.
96(2)No by-law for the payment of the president or of any director is valid or shall be acted upon unless confirmed at an annual meeting or a special general meeting duly called for that purpose.
R.S., c.33, s.95
Power to enact by-laws
96(1)The directors may administer the affairs of the company in all things, and make or cause to be made for the company any description of contract that the company may by law enter into, and may make by-laws not contrary to law or to the letters patent of the company or to this Act, as to the following matters:
(a) the regulating of the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock;
(b) the declaration and payment of dividends;
(c) the amount of the stock qualifications of the directors, and their remuneration, if any;
(d) the appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them to the company and their remuneration;
(e) the time and place for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum, the requirements as to proxies, and the procedure in all things at such meetings;
(f) the imposition and recovery of all penalties and forfeitures not otherwise provided for in this Act;
(g) the conduct, in all other particulars, of the affairs of the company not otherwise provided for in this Act.
96(2)No by-law for the payment of the president or of any director is valid or shall be acted upon unless confirmed at an annual meeting or a special general meeting duly called for that purpose.
R.S., c.33, s.95