Definition of “charter” and continuance of corporation
2023, c.2, s.155
(a)
an Act of incorporation and any amendments thereto; and
(b)
letters patent of incorporation and any letters patent supplementary thereto.
192(2)The shareholders of any body corporate incorporated or continued by or under the laws of the Province who are entitled to vote at annual meetings of shareholders may, notwithstanding any provision in any other Act or any provision in the charter of the body corporate,
(a)
by special resolution, authorize the directors of the body corporate to apply under section 126 for a certificate of continuance; and
(b)
by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles.
192(3)Notwithstanding subsection (2), the shareholders of a body corporate may not, by a special resolution under that subsection, make any change of the nature referred to in subsection 113(1) that affects a class or series of shares unless
(a)
the charter of the body corporate otherwise provides for an amendment of the nature referred to in paragraph 113(1)(
e); or
(b)
the holders of the class or series of shares approve the change in accordance with section 115.
192(4)The directors of a body corporate incorporated or continued under the laws of the Province, notwithstanding any provision in the charter of the body corporate, may apply under section 126 for a certificate of continuance where the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.
192(5)A shareholder is not entitled to dissent under section 131 in respect of an amendment made under subsection (2), (3) or (4).
192(6)Upon the coming into force of this Act, no body corporate, the incorporation or continuation of which is provided for in this Act, shall be incorporated or continued under the
Companies Act.
1983, c.15, s.24; 2023, c.2, s.134; 2023, c.2, s.155