C-38 - Companies Act

Section 185 Disposition versions

1999-10-22

185. (1)  The directors may administer the affairs of the company in all things, and may make or cause to be made for it in its name any kind of contract which it may lawfully enter into.

(2)  They may make by-laws not contrary to law, nor to the charter of the company, for the following purposes:

(a)  the regulating of the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock;

(b)  the declaration and payment of dividends;

(c)  the number of the directors, their term of service, the amount of their stock qualifications, and their remuneration, if any;

(d)  the appointment, functions, duties and removal of all officers, agents or employees of the company, the security to be given by them to the company, and their remuneration;

(e)  the time and the place within Québec for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum, the requirements as to proxies not otherwise prescribed by this Part, and the procedure in all things at such meetings;

(f)  the imposition and recovery of all penalties and forfeitures which admit of regulation by by-law;

(g)  the conduct in all other particulars of the affairs of the company.

(3)  The directors may repeal, amend or re-enact such by-laws; but every such by-law (except by-laws made respecting the matters set forth in paragraph d of subsection 2 of this section) and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the company duly called for that purpose, shall have effect only until the next annual meeting of the company, and, in default of confirmation thereat, shall, at and from that time only, cease to be in force.

R. S. 1964, c. 271, s. 181; 1999, c. 40, s. 70.

1977-12-31

185. (1)  The directors may administer the affairs of the company in all things, and may make or cause to be made for it in its name any kind of contract which it may lawfully enter into.

(2)  They may make by-laws not contrary to law, nor to the charter of the company, for the following purposes:

(a)  The regulating of the allotment of stock, the making of calls thereon, the payment thereof, the issue and registration of certificates of stock, the forfeiture of stock for non-payment, the disposal of forfeited stock and of the proceeds thereof, and the transfer of stock;

(b)  The declaration and payment of dividends;

(c)  The number of the directors, their term of service, the amount of their stock qualifications, and their remuneration, if any;

(d)  The appointment, functions, duties and removal of all agents, officers and servants of the company, the security to be given by them to the company, and their remuneration;

(e)  The time and the place within Québec for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum, the requirements as to proxies not otherwise prescribed by this Part, and the procedure in all things at such meetings;

(f)  The imposition and recovery of all penalties and forfeitures which admit of regulation by by-law;

(g)  The conduct in all other particulars of the affairs of the company.

(3)  The directors may repeal, amend or re-enact such by-laws; but every such by-law (except by-laws made respecting the matters set forth in paragraph d of subsection 2 of this section) and every repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the company duly called for that purpose, shall have effect only until the next annual meeting of the company, and, in default of confirmation thereat, shall, at and from that time only, cease to be in force.

R. S. 1964, c. 271, s. 181.