S-29.01 - Act respecting trust companies and savings companies

Section 104 Disposition versions

2011-02-14

104. The directors of a Québec company may, if they are authorized to do so by a special resolution passed for that purpose, delegate their powers to one or several senior officers chosen from among themselves, who must be Canadian residents, or to one or several committees of the board of directors a majority of the members of which are Canadian residents. However, in no case may the following powers be delegated:

(1)  to submit to the shareholders a question requiring the approval of the shareholders;

(2)  to fill a vacancy among the directors or a committee of the board of directors;

(3)  to fill a vacancy in the office of auditor;

(4)  to issue or distribute shares;

(5)  to issue bonds or other debt securities described in subparagraphs 1 and 2 of the first paragraph of section 193, unless the board expressly determines the terms and conditions applicable in each case;

(6)  to declare dividends;

(7)  to purchase, exchange or redeem shares issued by the company;

(7.1)  to split, consolidate or convert shares;

(8)  to approve the statements referred to in paragraph 2 of section 287 or in sections 293 and 299;

(9)  to make, amend or repeal by-laws; and

(10)  to approve any other document or item requiring the approval of the directors under sections 118 and 217.

The directors of a Québec trust company may, if a special resolution has been passed for that purpose, delegate to one or several senior officers of the company, with or without the power to subdelegate to other senior officers, the exercise of their powers relating to the management of the property of others.

1987, c. 95, s. 104; 2008, c. 7, s. 101; 2009, c. 52, s. 701.

2008-05-28

104. The directors of a Québec company may, if they are authorized to do so by a by-law approved by at least two-thirds of the votes of the shareholders at a meeting called for that purpose, delegate their powers to one or several senior officers chosen from among themselves, who must be Canadian residents, or to one or several committees of the board of directors a majority of the members of which are Canadian residents. However, in no case may the following powers be delegated:

(1)  to submit to the shareholders a question requiring the approval of the shareholders;

(2)  to fill a vacancy among the directors or a committee of the board of directors;

(3)  to fill a vacancy in the office of auditor;

(4)  to issue or distribute shares;

(5)  to issue bonds or other debt securities described in subparagraphs 1 and 2 of the first paragraph of section 193, unless the board expressly determines the terms and conditions applicable in each case;

(6)  to declare dividends;

(7)  to purchase or redeem shares issued by the company;

(8)  to approve the statements referred to in paragraph 2 of section 287 or in sections 293 and 299;

(9)  to adopt by-laws;

(10)  to approve any other document or item requiring the approval of the directors under sections 118 and 217.

The directors of a Québec trust company may, by a by-law approved by at least two-thirds of the votes of the shareholders at a meeting called for that purpose, delegate to one or several senior officers of the company, with or without the power to subdelegate to other senior officers, the exercise of their powers relating to the management of the property of others.

1987, c. 95, s. 104; 2008, c. 7, s. 101.

1988-06-09

104. The directors of a Québec company may, if they are authorized to do so by a by-law approved by at least two-thirds of the votes of the shareholders at a meeting called for that purpose, delegate their powers to one or several senior officers chosen from among themselves, who must be Canadian residents, or to one or several committees of the board of directors a majority of the members of which are Canadian residents. However, in no case may the following powers be delegated:

(1)  to submit to the shareholders a question requiring the approval of the shareholders;

(2)  to fill a vacancy among the directors or a committee of the board of directors;

(3)  to fill a vacancy in the office of auditor;

(4)  to issue or distribute shares;

(5)  to issue bonds or other debt securities described in subparagraphs 1 and 2 of the first paragraph of section 193, unless the board expressly determines the terms and conditions applicable in each case;

(6)  to declare dividends;

(7)  to purchase or redeem shares issued by the company;

(8)  to approve the statements referred to in paragraph 2 of section 287 or in sections 293, 299, 300 and 301;

(9)  to adopt by-laws;

(10)  to approve any other document or item requiring the approval of the directors under sections 118 and 217.

The directors of a Québec trust company may, by a by-law approved by at least two-thirds of the votes of the shareholders at a meeting called for that purpose, delegate to one or several senior officers of the company, with or without the power to subdelegate to other senior officers, the exercise of their powers relating to the management of the property of others.

1987, c. 95, s. 104.