C-38 - Companies Act

Section 101 Disposition versions

2016-01-01

101. (1)  At any general meeting, unless a poll be demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes of the company, shall be primafacie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(2)  If a poll is demanded it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chairman may direct.

(3)  Failing other provisions in that behalf in the constituting act or by-laws of the company, in the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting vote.

(4)  Nevertheless, in the case of the election of directors of a company which has never offered shares of its capital stock for sale to the public and of which 60% or more of the shares are held by members of the same family, the chairman shall not be entitled to a second or casting vote, but in such case, if there is an equality of votes, and the shareholders cannot agree on the choice of one or more directors, such director or directors shall be chosen, from amongst the persons qualified for office, by a board of arbitration composed of three persons appointed as follows: one by each of the opposing shareholders or groups of shareholders and the third by the two arbitrators so appointed; if the latter do not agree on such appointment, it shall be made, on summary application by a shareholder, served at the head office of the company, with at least one day’s notice of its presentation, by the chief judge of the Court of Québec or by the judge he designates. On failure by one or other of such shareholders or groups of shareholders to appoint his or its arbitrator at the meeting or within two days thereafter, he shall be designated by the senior associate chief judge of the Court of Québec, in accordance with the same procedure.

R. S. 1964, c. 271, s. 98; 1965 (1st sess.), c. 17, s. 2; 1979, c. 31, s. 8; 1980, c. 11, s. 117; 1988, c. 21, s. 84; 1995, c. 42, s. 53; 1999, c. 40, s. 70; I.N. 2016-01-01 (NCCP).

1999-10-22

101. (1)  At any general meeting, unless a poll be demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes of the company, shall be primafacie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(2)  If a poll is demanded it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chairman may direct.

(3)  Failing other provisions in that behalf in the constituting act or by-laws of the company, in the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting vote.

(4)  Nevertheless, in the case of the election of directors of a company which has never offered shares of its capital stock for sale to the public and of which 60% or more of the shares are held by members of the same family, the chairman shall not be entitled to a second or casting vote, but in such case, if there is an equality of votes, and the shareholders cannot agree on the choice of one or more directors, such director or directors shall be chosen, from amongst the persons qualified for office, by a board of arbitration composed of three persons appointed as follows: one by each of the opposing shareholders or groups of shareholders and the third by the two arbitrators so appointed; if the latter do not agree on such appointment, it shall be made, on summary petition by a shareholder, served at the head office of the company, with at least one day’s notice of its presentation, by the chief judge of the Court of Québec or by the judge he designates. On failure by one or other of such shareholders or groups of shareholders to appoint his or its arbitrator at the meeting or within two days thereafter, he shall be designated by the senior associate chief judge of the Court of Québec, in accordance with the same procedure.

R. S. 1964, c. 271, s. 98; 1965 (1st sess.), c. 17, s. 2; 1979, c. 31, s. 8; 1980, c. 11, s. 117; 1988, c. 21, s. 84; 1995, c. 42, s. 53; 1999, c. 40, s. 70.

1999-04-01

101. (1)  At any general meeting, unless a poll be demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes of the company, shall be primafacie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(2)  If a poll is demanded it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chairman may direct.

(3)  Failing other provisions in that behalf in the deed of incorporation or by-laws of the company, in the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting vote.

(4)  Nevertheless, in the case of the election of directors of a company which has never offered shares of its capital stock for sale to the public and of which 60 % or more of the shares are held by members of the same family, the chairman shall not be entitled to a second or casting vote, but in such case, if there is an equality of votes, and the shareholders cannot agree on the choice of one or more directors, such director or directors shall be chosen, from amongst the persons qualified for office, by a board of arbitration composed of three persons appointed as follows: one by each of the opposing shareholders or groups of shareholders and the third by the two arbitrators so appointed; if the latter do not agree on such appointment, it shall be made, on summary petition by a shareholder, served at the corporate seat of the company, with at least one day’s notice of its presentation, by the chief judge of the Court of Québec or by the judge he designates. On failure by one or other of such shareholders or groups of shareholders to appoint his or its arbitrator at the meeting or within two days thereafter, he shall be designated by the senior associate chief judge of the Court of Québec, in accordance with the same procedure.

R. S. 1964, c. 271, s. 98; 1965 (1st sess.), c. 17, s. 2; 1979, c. 31, s. 8; 1980, c. 11, s. 117; 1988, c. 21, s. 84; 1995, c. 42, s. 53.

1988-08-31

101. (1)  At any general meeting, unless a poll be demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes of the company, shall be primafacie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(2)  If a poll is demanded it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chairman may direct.

(3)  Failing other provisions in that behalf in the deed of incorporation or by-laws of the company, in the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting vote.

(4)  Nevertheless, in the case of the election of directors of a company which has never offered shares of its capital stock for sale to the public and of which 60 % or more of the shares are held by members of the same family, the chairman shall not be entitled to a second or casting vote, but in such case, if there is an equality of votes, and the shareholders cannot agree on the choice of one or more directors, such director or directors shall be chosen, from amongst the persons qualified for office, by a board of arbitration composed of three persons appointed as follows: one by each of the opposing shareholders or groups of shareholders and the third by the two arbitrators so appointed; if the latter do not agree on such appointment, it shall be made, on summary petition by a shareholder, served at the corporate seat of the company, with at least one day’s notice of its presentation, by the senior associate chief judge of the Court of Québec having jurisdiction in the territory where the corporate seat of the company is situated. On failure by one or other of such shareholders or groups of shareholders to appoint his or its arbitrator at the meeting or within two days thereafter, he shall be designated by the senior associate chief judge of the Court of Québec, in accordance with the same procedure.

R. S. 1964, c. 271, s. 98; 1965 (1st sess.), c. 17, s. 2; 1979, c. 31, s. 8; 1980, c. 11, s. 117; 1988, c. 21, s. 84.

1980-07-18

101. (1)  At any general meeting, unless a poll be demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes of the company, shall be primafacie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(2)  If a poll is demanded it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chairman may direct.

(3)  Failing other provisions in that behalf in the deed of incorporation or by-laws of the company, in the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting vote.

(4)  Nevertheless, in the case of the election of directors of a company which has never offered shares of its capital stock for sale to the public and of which sixty per centum or more of the shares are held by members of the same family, the chairman shall not be entitled to a second or casting vote, but in such case, if there is an equality of votes, and the shareholders cannot agree on the choice of one or more directors, such director or directors shall be chosen, from amongst the persons qualified for office, by a board of arbitration composed of three persons appointed as follows: one by each of the opposing shareholders or groups of shareholders and the third by the two arbitrators so appointed; if the latter do not agree on such appointment, it shall be made, on summary petition by a shareholder, served at the corporate seat of the company, with at least one day’s notice of its presentation, by the chief judge of the Provincial Court or the senior associate chief judge of the Provincial Court, according as the corporate seat of the company is situated in a judicial district within the administrative jurisdiction of the one or of the other. On failure by one or other of such shareholders or groups of shareholders to appoint his or its arbitrator at the meeting or within two days thereafter, he shall be designated by the chief judge of the Provincial Court or senior associate chief judge of the Provincial Court, in accordance with the same procedure.

R. S. 1964, c. 271, s. 98; 1965 (1st sess.), c. 17, s. 2; 1979, c. 31, s. 8; 1980, c. 11, s. 117.

1980-01-30

101. (1)  At any general meeting, unless a poll be demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes of the company, shall be primafacie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(2)  If a poll is demanded it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chairman may direct.

(3)  Failing other provisions in that behalf in the deed of incorporation or by-laws of the company, in the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting-vote.

(4)  Nevertheless, in the case of the election of directors of a company which has never offered shares of its capital stock for sale to the public and of which sixty per centum or more of the shares are held by members of the same family, the chairman shall not be entitled to a second or casting-vote, but in such case, if there is an equality of votes, and the shareholders cannot agree on the choice of one or more directors, such director or directors shall be chosen, from amongst the persons qualified for office, by a board of arbitration composed of three persons appointed as follows: one by each of the opposing shareholders or groups of shareholders and the third by the two arbitrators so appointed; if the latter do not agree on such appointment, it shall be made, on summary petition by a shareholder, served at the corporate seat of the company, with at least one day’s notice of its presentation, by the chief judge of the Provincial Court or the associate chief judge of the Provincial Court, according as the corporate seat of the company is situated in a judicial district within the administrative jurisdiction of the one or of the other. On failure by one or other of such shareholders or groups of shareholders to appoint his or its arbitrator at the meeting or within two days thereafter, he shall be designated by the chief judge of the Provincial Court or associate chief judge of the Provincial Court, in accordance with the same procedure.

R. S. 1964, c. 271, s. 98; 1965 (1st sess.), c. 17, s. 2; 1979, c. 31, s. 8.

1977-12-31

101. (1)  At any general meeting, unless a poll be demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes of the company, shall be primafacie evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

(2)  If a poll is demanded it shall be taken in such manner as the by-laws prescribe, and, if the by-laws make no provision therefor, then as the chairman may direct.

(3)  Failing other provisions in that behalf in the letters patent, supplementary letters patent or by-laws of the company, in the case of an equality of votes at any general meeting the chairman shall be entitled to a second or casting-vote.

(4)  Nevertheless, in the case of the election of directors of a company which has never offered shares of its capital stock for sale to the public and of which sixty per centum or more of the shares are held by members of the same family, the chairman shall not be entitled to a second or casting-vote, but in such case, if there is an equality of votes, and the shareholders cannot agree on the choice of one or more directors, such director or directors shall be chosen, from amongst the persons qualified for office, by a board of arbitration composed of three persons appointed as follows: one by each of the opposing shareholders or groups of shareholders and the third by the two arbitrators so appointed; if the latter do not agree on such appointment, it shall be made, on summary petition by a shareholder, served at the corporate seat of the company, with at least one day’s notice of its presentation, by the chief judge of the Provincial Court or the associate chief judge of the Provincial Court, according as the corporate seat of the company is situated in a judicial district within the administrative jurisdiction of the one or of the other. On failure by one or other of such shareholders or groups of shareholders to appoint his or its arbitrator at the meeting or within two days thereafter, he shall be designated by the chief judge of the Provincial Court or associate chief judge of the Provincial Court, in accordance with the same procedure.

R. S. 1964, c. 271, s. 98; 1965 (1st sess.), c. 17, s. 2.