Canada Development Corporation Reorganization Act (S.C. 1985, c. 49)

Act current to 2019-06-20

Continuation of Corporation (continued)

Marginal note:Permitted provisions in articles of continuance

 Notwithstanding the Canada Business Corporations Act, the articles of continuance of the Corporation may, whether or not a special resolution has been passed, contain

  • (a) a provision establishing a new name for the Corporation;

  • (b) provisions authorizing the directors of the Corporation to fix the number of shares in, and to determine the designation, rights, privileges, restrictions and conditions attaching to shares of, each series of senior preferred shares, public preferred shares or preferred shares designated on or after the day on which a certificate of continuance of the Corporation is issued; and

  • (c) such provisions as are required to make the articles conform to the Canada Business Corporations Act.

Marginal note:Prohibited provisions in articles of continuance

  • Footnote * (1) Notwithstanding the Canada Business Corporations Act, the articles of continuance of the Corporation shall not contain any provision that changes the attributes of the authorized or outstanding shares of the Corporation as those attributes exist on the day on which this Act comes into force, unless

    • (a) the provision is required to make the articles conform to the Canada Business Corporations Act or to paragraph 5(1)(e); or

    • (b) the provision is approved by the shareholders in the manner that would be required under section 261 of that Act if that section applied to the continuance.

  • Marginal note:Presumption

    (2) A provision approved as described in paragraph (1)(b) shall be deemed to be an amendment referred to in subsection 261(2) of the Canada Business Corporations Act.

Marginal note:Amendment not precluded

  •  (1) Subject to subsection (2), nothing in sections 5 to 7 shall be construed to prevent or in any way restrict the Corporation or its shareholders or directors from amending its articles under and in accordance with the Canada Business Corporations Act after the Corporation is continued under that Act.

  • Marginal note:Restriction

    (2) Notwithstanding the Canada Business Corporations Act, the Corporation and its shareholders and directors shall not amend any provision included in the articles of continuance in compliance with any of paragraphs 5(1)(a) to (c) or make any articles or by-laws inconsistent with any such provision.

Transitional and Repeal Provisions

Marginal note:Number of directors

  •  (1) Notwithstanding the Canada Business Corporations Act, the Board of Directors of the Corporation shall consist of such number of directors, being not less than eighteen or more than twenty-one, as may be fixed from time to time by the Board.

  • Marginal note:Expiry

    Footnote *(2) Subsection (1) expires on the later of

    • (a) the day that is two years after the day on which this Act comes into force, and

    • (b) the day on which the number of votes that may ordinarily be cast by or on behalf of Her Majesty in right of Canada to elect directors of the Corporation is reduced to less than ten per cent of the total number of such votes.

Marginal note:Option to appoint directors

  •  (1) Notwithstanding the Canada Business Corporations Act, the Minister may, with the approval of the Governor in Council, annually appoint not more than five directors of the Corporation in lieu of voting the securities of the Corporation held by Her Majesty in right of Canada on any resolution electing directors.

  • Marginal note:When made

    (2) An appointment under subsection (1) shall be made by notice in writing to the Corporation at least thirty days before the date of the notice of the annual meeting.

  • Marginal note:Notification of Minister

    (3) The Corporation shall notify the Minister of the date referred to in subsection (2) at least forty-five days before the date.

  • Marginal note:Appointment of replacement

    (4) Where a director appointed pursuant to this section dies, resigns or becomes incapable of carrying out his duties, the Minister may, with the approval of the Governor in Council, appoint a person to replace that director.

  • Marginal note:Term of office

    (5) A director appointed pursuant to subsection (1) assumes office at the first annual meeting following his appointment and ceases to hold office, unless reappointed for a further term, at the time the directors elected at the next annual meeting assume office.

  • Marginal note:Limitation

    Footnote *(6) No director may be appointed pursuant to this section after the later of

    • (a) the day that is two years after the day on which this Act comes into force, and

    • (b) the day on which the number of votes that may ordinarily be cast by or on behalf of Her Majesty in right of Canada to elect directors of the Corporation is reduced to less than ten per cent of the total number of such votes.

Marginal note:Insurance, trust and loan funds

  •  (1) The shares of the Corporation are an authorized investment for the funds of a corporation to which the Canadian and British Insurance Companies Act, the Foreign Insurance Companies Act, the Loan Companies Act or the Trust Companies Act applies.

  • Marginal note:Expiry

    (2) Subsection (1) expires on April 30, 1989.

Marginal note:Application

Footnote * Sections 9 to 11 apply in respect of the Corporation on and after the day on which a certificate of continuance of the Corporation is issued.

 [Amendment]

Marginal note:1970-71-72, c. 49

  • Footnote * (1) The Canada Development Corporation Act is repealed on the day on which a certificate of continuance of the Corporation is issued.

  • Marginal note:Director to give notice

    (2) The Director is not required to comply with subsection 181(5) of the Canada Business Corporations Act in respect of the Corporation, but he shall, when he issues the certificate of continuance of the Corporation, cause a notice to be published in the Canada Gazette setting out the day on which the certificate is issued and a statement to the effect that the Canada Development Corporation Act is repealed on that day.

 
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