PLEASE PROVIDE DETAILED EXPLAINATION IN EACH QUESTION Chapter 9 Organizing the Corporation Recent Proposed Amendments Bill 213 Amendments that will change the requirements for certain shareholder written resolutions and Canadian residency requirements for directors under the Ontario Business Corporations Act 1 have received Royal Assent but are not yet proclaimed in force 2 Directors' residency requirements The amendments will remove the current requirement that 25 of the directors of a corporation (other than a non resident corporation) be resident Canadians Shareholder Ordinary Written Resolutions Non Offering Corporations Impact on Chapter 9 Once the amendments are in force, any references to Canadian residency of directors of an Ontario corporation are inapplicable (see review question 11 on page 247 Additionally, in online By law No 1, clauses 2 02, 3 07, 5 04, and 6 16, although they are all correct as of the date of the by law's enactment Additionally, it is likely that the Initial Return Notice of Change Form 1 under the CIA will be redesigned by regulations yet to be prepared) At any point in the text where it refers to a non offering Ontario corporation's unanimous ordinary written shareholders'resolution, once the amendments are in force, that reference should be changed The ordinary resolution may be signed by the holders of a simple majority of the shares entitled to vote on the resolution, subject to the corporation's articles and any unanimous shareholders'agreement (see page 228 Additionally, although correct at the date of their passage, clause 6 16 in online By law No 1 would be amended after the new provisions are proclaimed into force) Where sample written ordinary shareholder resolutions are provided for ChargeItUp Incorporated, they are signed by all of the shareholders This format can still be used once the amendments are in force however, only the holders of a majority of the shares entitled to vote on the resolution would be required to sign the resolution This would mean that only Alice's signature would be needed to pass a written ordinary shareholder resolution in practice, however, where there are a small number of shareholders, both shareholders would sign (see pages 217 and 229) Review Questions Identify whether, in general, a by law or a resolution would be needed in each of the following situations, assuming that there is no unanimous shareholder agreement regarding the subject Adopting a corporate seal Adopting form of share certificates Electing directors Issuing shares Determining whether there will be a tie breaking vote if there are two directors and they vote in opposite ways on a matter Determining whether the meetings of shareholders may be held outside of Ontario Electing or appointing officers Waiving an auditor and appointing an accountant for the coming fiscal year Permitting the directors to sign documents to borrow money on behalf of the corporation Determining the signing authority for cheques and electronic funds transfers with the bank of the corporation If a matter is to be decided by a directors' resolution, who must agree to the resolution in order for it to pass If a matter is to be decided by a shareholders' resolution, who must agree to the resolution in order for it to pass If a matter is to be decided by a special resolution of the shareholders, and presuming the directors have already passed the resolution, who must agree to the resolution in order for it to pass Must a resolution be passed at a meeting Why are there restrictions on the transfer of shares in the articles of a non offering corporation when the resolutions and ledgers we studied in this chapter show that the shares are issued to shareholders from the corporation's treasury a If you were a shareholder in a non offering corporation, what types of clauses would you like to see or place in a unanimous shareholder agreement If you were a shareholder in an offering corporation, would you expect to enter into a unanimous shareholder agreement 1 What information would you expect is public about a non offering corporation and what is internal or private, available only to designated parties Review Questions What type of resolution must be passed for the following matters Which of the following would be considered annual business at the annual shareholders' meeting Eva Deerfoot and Gina Ito (Dev's friend and business associate with product marketing experience) recently became shareholders of ChargeItUp Incorporated The annual shareholders' meeting will be scheduled for a date in November Eva will be out of the country for the entire month Explain how she may still be able to participate in the meeting electing the directors of the corporation appointing accountants for the corporation instead of auditors approving the financial statements of the corporation enacting by laws using the most common procedure confirming by laws adopted by the directors since the last shareholders' meeting accepting the corporation's financial statements for the previous fiscal year passing a special resolution to change the name of the corporation electing directors appointing auditors Using e Laws ( https www ontario ca laws ), access the Ontario Business Corporations Act and use it to answer the following questions Alice has become busier with the daily operations of ChargeItUp Incorporated and would like to step back as a director so that she can focus on her duties as president Her aunt, Eva Deerfoot, has decided to come out of retirement to help with the business She has agreed to act as a director and as the corporate secretary Dev is happy to hand over the corporate secretary duties to Eva and will take on the role of vice president in the business Prepare the required written resolutions to effect this change and the Notice of Change form that must be filed All changes should be effective April 19, 2022 If there is quorum at the start of a shareholders' meeting but then some shareholders leave and there are now too few shareholders present to constitute quorum, what happens Who must receive notice of a shareholders' meeting When does a proxy expire What is the longest term that a director can be appointed for Note students should be made aware that directors must provide their resignation in writing (see OBCA, s 121(2)) and reminded that Eva's written consent to act as a director must be obtained (see OBCA, s 119(9)) Chapter 10 Review Questions What type of resolution must be passed for the following matters Which of the following would be considered annual business at the annual shareholders' meeting Eva Deerfoot and Gina Ito (Dev's friend and business associate with product marketing experience) recently became shareholders of ChargeItUp Incorporated The annual shareholders' meeting will be scheduled for a date in November Eva will be out of the country for the entire month Explain how she may still be able to participate in the meeting electing the directors of the corporation appointing accountants for the corporation instead of auditors approving the financial statements of the corporation enacting by laws using the most common procedure confirming by laws adopted by the directors since the last shareholders' meeting accepting the corporation's financial statements for the previous fiscal year passing a special resolution to change the name of the corporation electing directors appointing auditors Using e Laws ( https www ontario ca laws ), access the Ontario Business Corporations Act and use it to answer the following questions Alice has become busier with the daily operations of ChargeItUp Incorporated and would like to step back as a director so that she can focus on her duties as president Her aunt, Eva Deerfoot, has decided to come out of retirement to help with the business She has agreed to act as a director and as the corporate secretary Dev is happy to hand over the corporate secretary duties to Eva and will take on the role of vice president in the business Prepare the required written resolutions to effect this change and the Notice of Change form that must be filed All changes should be effective April 19, 2022 If there is quorum at the start of a shareholders' meeting but then some shareholders leave and there are now too few shareholders present to constitute quorum, what happens Who must receive notice of a shareholders' meeting When does a proxy expire What is the longest term that a director can be appointed for Note students should be made aware that directors must provide their resignation in writing (see OBCA, s 121(2)) and reminded that Eva's written consent to act as a director must be obtained (see OBCA, s 119(9)) 1 RSO 1990, c B 16 2 Better for People, Smarter for Business Act, 2020 , SO 2020, c 34, was introduced as Bill 213 in the Ontario Legislature on October 6, 2020, and received Royal Assent on December 8, 2020 The amendments to the Ontario Business Corporations Act found in Schedule 1 will come into force on proclamation by the Lieutenant Governor

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PLEASE PROVIDE DETAILED EXPLAINATION IN EACH QUESTION Chapter 9: Organizing the Corporation Recent Proposed Amendments Bill 213 Amendments that will change the requirements for certain

PLEASE PROVIDE DETAILED EXPLAINATION IN EACH QUESTION

Chapter 9: Organizing the Corporation

Recent Proposed Amendments Bill 213

Amendments that will change the requirements for certain shareholder written resolutions and Canadian residency requirements for directors under the Ontario Business Corporations Act^[1] have received Royal Assent but are not yet proclaimed in force.^[2]

Directors'residency requirements

The amendments will remove the current requirement that 25% of the directors of a corporation (other than a non-resident corporation) be resident Canadians.

Shareholder Ordinary Written Resolutions-Non-Offering Corporations

Impact on Chapter 9

Once the amendments are in force, any references to Canadian residency of directors of an Ontario corporation are inapplicable (see review question 11 on page 247. Additionally, in online By-law No. 1, clauses 2.02, 3.07, 5.04, and 6.16, although they are all correct as of the date of the by-law's enactment. Additionally, it is likely that the Initial Return/Notice of Change Form 1 under the CIA will be redesigned by regulations yet to be prepared).

At any point in the text where it refers to a non-offering Ontario corporation's unanimous ordinary written shareholders'resolution, once the amendments are in force, that reference should be changed. The ordinary resolution may be signed by the holders of a simple majority of the shares entitled to vote on the resolution, subject to the corporation's articles and any unanimous shareholders'agreement (see page 228. Additionally, although correct at the date of their passage, clause 6.16 in online By-law No. 1 would be amended after the new provisions are proclaimed into force).

Where sample written ordinary shareholder resolutions are provided for ChargeItUp! Incorporated, they are signed by all of the shareholders. This format can still be used once the amendments are in force; however, only the holders of a majority of the shares entitled to vote on the resolution would be required tosign the resolution. This would mean that only Alice's signature would be needed to pass a written ordinary shareholder resolution; in practice, however, where there are a small number of shareholders, both shareholders would sign (see pages 217 and 229).

Review Questions

Identify whether, in general, a by-law or a resolution would be needed in each of the following situations, assuming that there is no unanimous shareholder agreement regarding the subject.
Adopting a corporate seal
Adopting form of share certificates
Electing directors
Issuing shares
Determining whether there will be a tie-breaking vote if there are two directors and they vote in opposite ways on a matter
Determining whether the meetings of shareholders may be held outside of Ontario
Electing or appointing officers
Waiving an auditor and appointing an accountant for the coming fiscal year
Permitting the directors to sign documents to borrow money on behalf of the corporation
Determining the signing authority for cheques and electronic funds transfers with the bank of the corporation
If a matter is to be decided by a directors' resolution, who must agree to the resolution in order for it to pass?
If a matter is to be decided by a shareholders' resolution, who must agree to the resolution in order for it to pass?
If a matter is to be decided by a special resolution of the shareholders, and presuming the directors have already passed the resolution, who must agree to the resolution in order for it to pass?
Must a resolution be passed at a meeting?
Why are there restrictions on the transfer of shares in the articles of a non-offering corporation when the resolutions and ledgers we studied in this chapter show that the shares are issued to shareholders from the corporation's treasury?
a. If you were a shareholder in a non-offering corporation, what types of clauses would you like to see or place in a unanimous shareholder agreement?
If you were a shareholder in an offering corporation, would you expect to enter into a unanimous shareholder agreement?

1.What information would you expect is public about a non-offering corporation and what is internal or private, available only to designated parties?

Review Questions

What type of resolution must be passed for the following matters?
Which of the following would be considered annual business at the annual shareholders' meeting?
Eva Deerfoot and Gina Ito (Dev's friend and business associate with product marketing experience) recently became shareholders of ChargeItUp! Incorporated. The annual shareholders' meeting will be scheduled for a date in November. Eva will be out of the country for the entire month. Explain how she may still be able to participate in the meeting.
electing the directors of the corporation
appointing accountants for the corporation instead of auditors
approving the financial statements of the corporation
enacting by-laws using the most common procedure
confirming by-laws adopted by the directors since the last shareholders' meeting
accepting the corporation's financial statements for the previous fiscal year
passing a special resolution to change the name of the corporation
electing directors
appointing auditors
Using e-Laws (https://www.ontario.ca/laws), access the Ontario Business Corporations Act and use it to answer the following questions:
Alice has become busier with the daily operations of ChargeItUp! Incorporated and would like to step back as a director so that she can focus on her duties as president. Her aunt, Eva Deerfoot, has decided to come out of retirement to help with the business. She has agreed to act as a director and as the corporate secretary. Dev is happy to hand over the corporate secretary duties to Eva and will take on the role of vice-president in the business. Prepare the required written resolutions to effect this change and the Notice of Change form that must be filed. All changes should be effective April 19, 2022.
If there is quorum at the start of a shareholders' meeting but then some shareholders leave and there are now too few shareholders present to constitute quorum, what happens?
Who must receive notice of a shareholders' meeting?
When does a proxy expire?
What is the longest term that a director can be appointed for?

Note: students should be made aware that directors must provide their resignation in writing (see OBCA, s 121(2)) and reminded that Eva's written consent to act as a director must be obtained (see OBCA, s 119(9)).

Chapter 10

Review Questions

What type of resolution must be passed for the following matters?
Which of the following would be considered annual business at the annual shareholders' meeting?
Eva Deerfoot and Gina Ito (Dev's friend and business associate with product marketing experience) recently became shareholders of ChargeItUp! Incorporated. The annual shareholders' meeting will be scheduled for a date in November. Eva will be out of the country for the entire month. Explain how she may still be able to participate in the meeting.
electing the directors of the corporation
appointing accountants for the corporation instead of auditors
approving the financial statements of the corporation
enacting by-laws using the most common procedure
confirming by-laws adopted by the directors since the last shareholders' meeting
accepting the corporation's financial statements for the previous fiscal year
passing a special resolution to change the name of the corporation
electing directors
appointing auditors
Using e-Laws (https://www.ontario.ca/laws), access the Ontario Business Corporations Act and use it to answer the following questions:
Alice has become busier with the daily operations of ChargeItUp! Incorporated and would like to step back as a director so that she can focus on her duties as president. Her aunt, Eva Deerfoot, has decided to come out of retirement to help with the business. She has agreed to act as a director and as the corporate secretary. Dev is happy to hand over the corporate secretary duties to Eva and will take on the role of vice-president in the business. Prepare the required written resolutions to effect this change and the Notice of Change form that must be filed. All changes should be effective April 19, 2022.
If there is quorum at the start of a shareholders' meeting but then some shareholders leave and there are now too few shareholders present to constitute quorum, what happens?
Who must receive notice of a shareholders' meeting?
When does a proxy expire?
What is the longest term that a director can be appointed for?

^[1] RSO 1990, c B.16.

^[2]Better for People, Smarter for Business Act, 2020, SO 2020, c 34, was introduced as Bill 213 in the Ontario Legislature on October 6, 2020, and received Royal Assent on December 8, 2020. The amendments to the Ontario Business Corporations Act found in Schedule 1 will come into force on proclamation by the Lieutenant Governor.