Contracts or Transactions — Votes Clause Samples

Contracts or Transactions — Votes. No director may vote on a resolution to approve, amend or terminate a contract or transaction described in section 3.24 or be present during deliberations concerning the approval, amendment or termination of such a contract or transaction, unless the contract or transaction: a) relates primarily to the remuneration of the director or an associate of the director as a director of the Corporation or an affiliate of the Corporation; b) relates primarily to the remuneration of the director or an associate of the director as an officer, employee or mandatary of the Corporation or an affiliate of the Corporation, if the Corporation is not a reporting issuer; c) is for indemnity or liability insurance; or d) is with an affiliate of the Corporation, and the sole interest of the director is as a director or officer of the affiliate. If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction only because a director is not permitted to be present during deliberations, the other directors present are deemed to constitute a quorum for the purpose of voting on the resolution. If all the directors are required to abstain from voting, the contract or transaction may be approved solely by the shareholders entitled to vote, by ordinary resolution. The disclosure required by section 3.24 must be made to the shareholders in a sufficiently clear manner before the contract or transaction is approved.