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Message: IGD adopts advance notice policy

It is my understanding that the Advance Notice Policy is effective from the time of the directors resolution, but if it is to be implemented for the following years, then the shareholders must vote on it. That is why we did not see it at the 2013 AGM. It appears that only in Quebec do the shareholders need to vote before it is effective

 preventing an ambush.

implementation of by-law or policy

The directors of a company governed by the OBCA or CBCA may by resolution pass an advance notice by-law, following which the by-law must be submitted by the directors to the shareholders at the next meeting of shareholders. The advance notice by-law would be effective from the date of such directors’ resolution. (1) If the advance notice by-law is confirmed by shareholders at the next meeting, it would continue in effect in the form in which it was so confirmed. If the advance notice by-law is rejected by shareholders at the next meeting, or the directors do not submit the advance notice by-law to the shareholders at the next meeting, the advance notice by-law would cease to be effective from the date of the meeting. For British Columbia companies, advance notice provisions have recently been adopted by way of a policy of the board2 . Such a policy, which is effective upon adoption by the board, is put to shareholders for approval, on the basis that the policy would cease to be effective at the conclusion of the shareholders’

(1) We would note that under the QBCA it would appear that an advance notice by-law would not be effective until duly approved by the shareholders.

http://www.mcmillan.ca/Files/149564_for%20web%20final_advance%20notice%20bylaws.pdf

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