S-31.1 - Business Corporations Act

Section 118 Disposition versions

2011-02-14

118. The board of directors may not delegate its power

(1)  to submit to the shareholders any question or matter requiring their approval;

(2)  to fill a vacancy among the directors or in the office of auditor or to appoint additional directors;

(3)  to appoint the president of the corporation, the chair of the board of directors, the chief executive officer, the chief operating officer or the chief financial officer regardless of their title, and to determine their remuneration;

(4)  to authorize the issue of shares;

(5)  to approve the transfer of unpaid shares;

(6)  to declare dividends;

(7)  to acquire, including by purchase, redemption or exchange, shares issued by the corporation;

(8)  to split, consolidate or convert shares;

(9)  to authorize the payment of a commission to a person who purchases shares or other securities of the corporation, or procures or agrees to procure purchasers for those shares or securities;

(10)  to approve the financial statements presented at the annual meetings of shareholders;

(11)  to adopt, amend or repeal by-laws;

(12)  to authorize calls for payment;

(13)  to authorize the confiscation of shares;

(14)  to approve an amendment to the articles allowing a class of unissued shares to be divided into series, and to determine the designation of and the rights and restrictions attaching to those shares; or

(15)  to approve a short-form amalgamation.

2009, c. 52, s. 118; 2010, c. 40, s. 67.