S-31.1 - Business Corporations Act

Section 111 Disposition versions

2011-02-14

111. The articles may provide for cumulative voting for the election of directors. In such a case, the shareholders are called upon to elect a fixed number of directors required by the articles, and each elector has the right to cast a number of votes equal to the number of votes attached to the shares held by the shareholder multiplied by the number of directors to be elected, and may cast all of those votes in favour of one candidate or distribute them among the candidates in any manner.

The following rules apply to cumulative voting:

(1)  a separate vote of the shareholders is to be taken with respect to each candidate unless a resolution is passed unanimously permitting two or more persons to be elected by a single resolution;

(2)  if a shareholder has voted for more than one candidate without specifying the distribution of votes, the shareholder is deemed to have distributed the votes equally among those candidates;

(3)  if the number of candidates exceeds the number of positions to be filled, the candidates who receive the lowest number of votes are eliminated until the number of candidates remaining equals the number of positions to be filled;

(4)  each director ceases to hold office at the close of the first annual shareholders meeting following the director’s election; and

(5)  a director may be removed from office or the number of directors may be decreased only if the number of votes cast in favour of the removal or the decrease is greater than the product of the number of directors required by the articles and the number of votes cast against the removal or the decrease.

2009, c. 52, s. 111.