C-14 - Railway Act

Section 18 Disposition versions

1977-12-31

18. (1)  A board of directors charged with the management of the business of the company, the number whereof shall be determined in the charter or in the by-laws, shall be chosen annually by a majority of the shareholders, voting at such election, at a general meeting, the time and place for which shall be appointed by the charter; and if such election be not held on the day appointed, the directors shall cause such election to be held as soon as possible after the day appointed.

(2)  No person shall be admitted to vote at such subsequent meeting who would not have been entitled to vote had the election been held on the day when it ought to have been held.

(3)  The company shall always have power, by by-law, to increase the number of its directors to a maximum of fifteen, or reduce it to a minimum of three, but no by-law to that effect shall be valid, nor can it be put into execution, until it has been approved by the vote of shareholders representing at least two-thirds in value of the capital, at a general or special meeting called for that purpose.

(4)  Vacancies in the board of directors shall be filed in the manner prescribed by the by-laws.

(5)  No person shall be a director unless he is a stockholder, owning stock absolutely in his own right, and qualified to vote for directors at the election at which he is chosen.

(6)  The manner of calling general meetings, and the time and place of the first meeting of stockholders for the appointment of directors, shall be determined and settled in the charter; nevertheless, if the number of shareholders do not exceed fifty, and if they all reside in Canada, such meeting may, in addition to the manner determined by the charter, also be called by a registered or certified letter, postage paid, and deposited in the post-office at least fifteen days before the day of the meeting.

(7)  All notices of meetings of the company shall be published weekly in the Gazette officielle du Québec , which shall be conclusive evidence of the sufficiency of such notice.

(8)  The number of votes to which each shareholder shall be entitled, shall be in proportion to the number of shares held by him, unless otherwise provided by the charter.

R. S. 1964, c. 290, s. 18; 1975, c. 83, s. 84.