Section 7 (1) BEFORE amended by BC Reg 211/2015, effective November 28, 2016.
(1) For the purposes of sections 22 (4), 26 (1), 28 (1) and (2) and 382 (1) (b) (ii) of the Act, a name must not resemble the name of a company, a name by which any other corporation has been incorporated in British Columbia, a name that has been reserved under section 22 of the Act or a name by which a foreign entity has been registered as an extraprovincial company to such an extent that, in the opinion of the registrar, the name is likely to confuse or mislead.
Part 18, sections 46 to 53, was enacted by BC Reg 77/2020, as amended by BC Reg 230/2020, effective October 1, 2020.
Section 51 (1) (part) BEFORE amended by BC Reg 250/2020, effective November 30, 2020.
(1) Subject to subsections (2) and (3), control of an intermediary that is a corporation, partnership or agent is determined in accordance with the following rules:
Section 51 (1.1) was added by BC Reg 250/2020, effective November 30, 2020.
Table 1, Article 8.3 (b) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(b) that shareholder, present in person or by proxy, may constitute the meeting.
Table 1, Articles 8.5 to 8.7 BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
Requirement of quorum
8.5 No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting.
Lack of quorum
8.6 If, within 1/2 hour from the time set for the holding of a meeting of shareholders, a quorum is not present,
(a) in the case of a general meeting convened by requisition of shareholders, the meeting is dissolved, and
(b) in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.
Lack of quorum at succeeding meeting
8.7 If, at the meeting to which the first meeting referred to in Article 8.6 was adjourned, a quorum is not present within 1/2 hour from the time set for the holding of the meeting, the persons present and being, or representing by proxy, shareholders entitled to attend and vote at the meeting constitute a quorum.
Table 1, Article 8.9 BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
Alternate chair
8.9 If, at any meeting of shareholders, there is no chair of the board or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board and the president are unwilling to act as chair of the meeting, or if the chair of the board and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number to be chair of the meeting or if all of the directors present decline to take the chair or fail to so choose or if no director is present, the shareholders present in person or by proxy must choose any person present at the meeting to chair the meeting.
Table 1, Article 8.13 (a) (ii) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(ii) in the manner, at the time and at the place that the chair of the meeting directs,
Table 1, Article 9.1 (a) and (b) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(a) on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote at the meeting has one vote, and
(b) on a poll, every shareholder entitled to vote has one vote in respect of each share held by that shareholder that carries the right to vote on that poll and may exercise that vote either in person or by proxy.
Table 1, Article 9.3 (b) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(b) if more than one of the joint shareholders is present at any meeting, personally or by proxy, the joint shareholder present whose name stands first on the central securities register in respect of the share is alone entitled to vote in respect of that share.
Table 1, Article 9.5 (b) (ii) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(ii) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.
Table 1, Article 9.9 (c) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(c) the shareholders present in person or by proxy at and entitled to vote at the meeting for which the proxy holder is to be appointed, by a resolution on which the proxy holder is not entitled to vote but in respect of which the proxy holder is to be counted in the quorum, permit the proxy holder to attend and vote at the meeting.
Table 1, Article 9.13 (a) BEFORE amended by BC Reg 64/2021, effective March 11, 2021.
(a) if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her trustee;
Table 1, Article 11.1 BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
Meetings of directors
11.1 The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the board held at regular intervals may be held at the place, at the time and on the notice, if any, that the board may by resolution from time to time determine.
Table 1, Article 11.2 (c) (i) and (iii) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(i) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting,
(iii) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.
Table 1, Article 12.4 (b) and (d) BEFORE amended by BC Reg 114/2022, effective July 4, 2022.
(b) a directors' committee may elect a chair of its meetings but, if no chair of the meeting is elected, or if at any meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting,
(d) questions arising at any meeting of a directors' committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting has no second or casting vote.
Table 1, Article 14.4 BEFORE amended by BC Reg 64/2021, effective March 11, 2021.
Accountability
14.4 A director or officer may be or become a director, officer or employee of, or may otherwise be or become interested in, any corporation, firm or entity in which the Company may be interested as a shareholder or otherwise, and, subject to compliance with the provisions of the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other corporation, firm or entity.
Table 2, Article S7.1 BEFORE re-enacted by BC Reg 50/2023, effective March 1, 2023.
Notice of meeting to elect directors
S7.1 The Company must publish an advance notice of a meeting of shareholders to elect directors,
(a) if the meeting is to be held in the County of Vancouver, the County of Victoria or the County of Westminster, by publishing the notice in one issue of a daily newspaper published and circulating in the county in which the meeting is to be held,
(b) if the meeting is to be held in British Columbia, but outside the counties referred to in paragraph (a), by publishing the notice in
(i) one issue of a daily newspaper published and circulating in the County of Vancouver, and
(ii) one issue of a daily or weekly newspaper published and circulating in the place where the meeting is to be held, or
(c) if the meeting is to be held outside British Columbia, by publishing the notice in one issue of a daily newspaper published and circulating in the County of Vancouver,
(d) if the meeting is to be held as a fully electronic meeting, by publishing the notice in one issue of a daily newspaper published and circulating in the County of Vancouver.