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Nathan & Goldfarb’s Company Meetings For Share Capital, Non-Share Capital and Condominium Corporations, 13th Edition
This book discusses the rules of procedure specific to meetings of directors, shareholders, members and unit owners for share capital and non-share capital corporations and for directors and unit owners of condominium corporations.
Langue de publication: English
Publié: 17 juillet 2024
Éditeur: LexisNexis Canada
Effectively manage corporate governance issues at meetings of directors, shareholders and members.
Now in its 13th Edition, the newly retitled Nathan & Goldfarb’s Company Meetings For Share Capital, Non-Share Capital and Condominium Corporations discusses the rules of procedure specific to meetings of directors, shareholders, members and unit owners for share capital and non-share capital corporations and for directors and unit owners of condominium corporations.
Features of This Book
- A one-of-a kind publication designed specifically for meetings of directors, shareholders and members with authoritative legal references, written by industry expert Hartley R. Nathan, K.C., and not-for-profit law expert Clifford S. Goldfarb, LL.M.
- Strategy tips throughout enabling chairs and directors and those advising them to better deal with contentious situations
- Contains the most up-to-date Canadian cases as well as representative British, Australian, and American cases
- Useful appendices containing by-laws for the Canada Business Corporations Act (CBCA) and the Canada Not-for-profit Corporations Act (CNCA), additional by-laws, table of concordance of statutory sections relating to meetings, and the latest version of the proxy protocol
- Glossary of key terms
- Rules of order which are easy-to-read and locate
- Previous editions have been cited by the Courts in business, not-for-profit and condominium corporation cases
What’s New in This Edition
- Commentary on the Ontario Not-for-Profit Corporations Act, 2010, which came into effect in 2021, and was subsequently amended in 2023, has been revised and updated throughout
- Meetings of Shareholders and Members and Condominium chapters have been updated to include virtual and hybrid meetings
- Voting at Shareholders’ and Members’ Meetings chapter has been updated to include electronic voting
- Shareholders and Members Meeting and Proxy Contest chapters have been updated to include materials related to proposals and meeting requisitions covering developments in shareholder activism
- Condominium Board and Unit Owners Meetings chapter has been updated to include new legislation and cases relating to condo corporations
- New appendix on Protocol for a Virtual Shareholders Meeting
- New and supplemented rules of order
- New and updated forms, precedents, tables of concordance and protocols
Who Should Use This Book
Nathan & Goldfarb’s Company Meetings For Share Capital, Non-Share Capital and Condominium Corporations, 13th Edition is an essential resource for the chair and secretary of a meeting, members of the board, shareholders, members and unit owners of public, private, not-for-profit or condominium corporations, the legal counsel and parliamentarians advising them, and those preparing meeting minutes.
Preface
List of Texts
Glossary
Table of Concordance
Introduction
Part I: Rules of Order
Chapter 1: Meetings of Shareholders and Members
Chapter 2: Meetings of Directors
Chapter 3: Notice of Meetings of Shareholders and Members
Chapter 4: Organization of Meetings of Shareholders and Members
Chapter 5: Elections, Appointments and Removal of Directors and Officers
Chapter 6: Motions and Resolutions
Chapter 7: Discussion
Chapter 8: Voting at Shareholders’ and Members’ Meetings
Chapter 9: Closing the Meeting
Chapter 10: Minutes
Chapter 11: Proxies
Chapter 12: How to Conduct a Proxy Contest
Chapter 13: Condominium Board and Unit Owners Meetings
Part II: Forms
Notice of Annual Meeting
Notice of Special Meeting
Notice of Dissent
Notice of Annual and Special Meeting
Notice of Adjourned Meeting
Requisition for Shareholders’ Meeting
Waiver of Notice of Meeting of Shareholders
Declaration of Service of Notice of Meeting
Notice of Board Meeting
Waiver of Notice of Board Meeting
Proxy Form (Short / Long)
Revocation of Proxy / Notice of Revocation of Proxy
Chairman’s Script for Annual Meeting (Short Form / Chairman’s Agenda)
Single Ballot of the Meeting for Election of Directors
Chairman’s Script for Special Meeting (Short Form / Chairman’s Agenda)
Chairman’s Script for Board Meeting
Ballot on Motion (Short Form / Long Form)
Ballot on Election of Directors
Scrutineers’ Report on Attendance (Short Form / Long Form)
Scrutineers’ Report on Motion (Short Form)
Scrutineers’ Report on Election of Directors (Short Form / Long Form)
Minutes of Annual Meeting (Public Corporation / Private Corporation)
Minutes of Annual Meeting (Business Contested)
Minutes of Board Meeting (General Form)
Disclosure of Material Interest—(Specific Transaction / General)
Minutes of Board Meeting Following Annual Meeting
Consent to Act as Director
Resignation of Director and Officer
Part III: Appendices
Appendix 1: CBCA By-Law
Appendix 2: CNCA By-Law
Appendix 3: Additional By-Law Clauses
Appendix 4: Table of Concordance of Statutory Sections Relating to Meetings
Appendix 5: Table of Statutes Relating to Incorporation of Non-Share Capital Corporations
Appendix 6: Motions in Order of Precedence and Their Characteristics
Appendix 7: Securities Transfer Association of Canada Proxy Protocol
Appendix 8: Protocol Regarding Conduct of the Meeting
Appendix 9: Protocol for a Virtual Shareholders Meeting
Table of Cases
Topical Index
