Acts and Regulations

B-9.1 - Business Corporations Act

Section 115
Disposition versions

Full text
Vote by class or by series
115(1)The holders of shares of a class or, subject to subsection (2), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series upon a proposal to amend the articles to
(a) increase or decrease any maximum number of authorized shares of such class or series or increase any maximum number of authorized shares of a class or series, having rights or privileges equal or superior to the shares of such class or series;
(b) effect an exchange, reclassification or cancellation of all or part of the shares of such class or series;
(c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class or series and, without limiting the generality of the foregoing,
(i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,
(ii) add, remove or change prejudicially redemption rights,
(iii) reduce or remove a dividend preference or a liquidation preference, or
(iv) add, remove or change prejudicially conversion privileges, options, voting rights, or rights to acquire securities of a corporation, or sinking fund provisions;
(d) increase the rights or privileges of any class or series of shares having rights or privileges equal or superior to the shares of such class or series;
(e) create a new class or series of shares equal or superior to the shares of such class or series;
(f) make any class or series of shares having rights or privileges inferior to the shares of such class or series equal or superior to the shares of such class or series;
(g) effect an exchange or create a right of exchange of the shares of another class or series into the shares of such class or series; or
(h) add, change or remove restrictions in the transfer or ownership of such class or series.
115(2)The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if such series is affected by an amendment in a manner different from other shares of the same class.
115(3)Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.
115(4)A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the amendment by special resolution.
1983, c.15, s.19; 2023, c.2, s.85
Vote by class or by series
115(1)The holders of shares of a class or, subject to subsection (2), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series upon a proposal to amend the articles to
(a) increase or decrease any maximum number of authorized shares of such class or series or increase any maximum number of authorized shares of a class or series, having rights or privileges equal or superior to the shares of such class or series;
(b) effect an exchange, reclassification or cancellation of all or part of the shares of such class or series;
(c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class or series and, without limiting the generality of the foregoing,
(i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,
(ii) add, remove or change prejudicially redemption rights,
(iii) reduce or remove a dividend preference or a liquidation preference, or
(iv) add, remove or change prejudicially conversion privileges, options, voting rights, or rights to acquire securities of a corporation, or sinking fund provisions;
(d) increase the rights or privileges of any class or series of shares having rights or privileges equal or superior to the shares of such class or series;
(e) create a new class or series of shares equal or superior to the shares of such class or series;
(f) make any class or series of shares having rights or privileges inferior to the shares of such class or series equal or superior to the shares of such class or series;
(g) effect an exchange or create a right of exchange of the shares of another class or series into the shares of such class or series; or
(h) add, change or remove restrictions on the transfer of such class or series.
115(2)The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if such series is affected by an amendment in a manner different from other shares of the same class.
115(3)Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.
115(4)A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the amendment by special resolution.
1983, c.15, s.19
Vote by class or by series
115(1)The holders of shares of a class or, subject to subsection (2), of a series are, unless the articles otherwise provide in the case of an amendment referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series upon a proposal to amend the articles to
(a) increase or decrease any maximum number of authorized shares of such class or series or increase any maximum number of authorized shares of a class or series, having rights or privileges equal or superior to the shares of such class or series;
(b) effect an exchange, reclassification or cancellation of all or part of the shares of such class or series;
(c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of such class or series and, without limiting the generality of the foregoing,
(i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,
(ii) add, remove or change prejudicially redemption rights,
(iii) reduce or remove a dividend preference or a liquidation preference, or
(iv) add, remove or change prejudicially conversion privileges, options, voting rights, or rights to acquire securities of a corporation, or sinking fund provisions;
(d) increase the rights or privileges of any class or series of shares having rights or privileges equal or superior to the shares of such class or series;
(e) create a new class or series of shares equal or superior to the shares of such class or series;
(f) make any class or series of shares having rights or privileges inferior to the shares of such class or series equal or superior to the shares of such class or series;
(g) effect an exchange or create a right of exchange of the shares of another class or series into the shares of such class or series; or
(h) add, change or remove restrictions on the transfer of such class or series.
115(2)The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) only if such series is affected by an amendment in a manner different from other shares of the same class.
115(3)Subsection (1) applies whether or not shares of a class or series otherwise carry the right to vote.
115(4)A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the amendment by special resolution.
1983, c.15, s.19