Canadian Directors Present at Meetings. Subject to the Act, but only if the Act requires, the board shall not transact business at a meeting, other than filling a vacancy in the board, unless at least 25 per cent of the directors present are resident Canadians, or if the Corporation has fewer than four directors, at least one of the directors present is a resident Canadian, except where: (a) a resident Canadian director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and (b) the required number of resident Canadians would have been present had that director been present at the meeting.
Appears in 2 contracts
Samples: Arrangement Agreement (Agrium Inc), Arrangement Agreement (Potash Corp of Saskatchewan Inc)
Canadian Directors Present at Meetings. Subject to the Act, but only if the Act requires, the board Board shall not transact business at a meeting, other than filling a vacancy in the boardBoard, unless at least 25 per cent of the directors present are resident Canadians, or if the Corporation has fewer than four directors, at least one of the directors present is a resident Canadian, except where:the
(a) a resident Canadian director Director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and
(b) the required number of resident Canadians would have been present had that director Director been present at the meeting.
Appears in 1 contract
Samples: By Law
Canadian Directors Present at Meetings. Subject to the Act, but only if the Act requires, the board Board shall not transact business at a meeting, other than filling a vacancy in the boardBoard, unless at least 25 per cent of the directors Directors present are resident Canadians, or if the Corporation has fewer than four directorsDirectors, at least one of the directors Directors present is a resident Canadian, except where:
(a) a resident Canadian director Director who is unable to be present approves in writing, or by telephonic, electronic or other communication facility, the business transacted at the meeting; and
(b) the required number of resident Canadians would have been present had that director Director been present at the meeting.
Appears in 1 contract
Samples: Bylaw
Canadian Directors Present at Meetings. Subject to Under the Act, but only if the Act requiresCorporation is not in a prescribed business sector or is not subject to Canadian ownership or control rules, the board shall not transact business at a meeting, other than filling a vacancy in the board, unless then at least 25 per cent 25% of the directors present are at a meeting must be resident Canadians, or if the Corporation has fewer less than four directors, at least one of the directors director present is must be a resident Canadian. However, except where:
(a) the Act provides that the directors at a meeting can still transact business at the meeting where the required number of resident Canadian directors are not present so long as a resident Canadian director who is unable to cannot be present approves (in writing, writing or by telephonic, electronic or other communication facility, ) the business transacted at the meeting; and
(b) meeting and the required number of resident Canadians Canadian directors would have been present at the meeting had that director been present present. No Person has a second or casting vote in any circumstances at any meeting of directors of the meetingCorporation.
Appears in 1 contract
Samples: Unanimous Shareholder Agreement