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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, and members for share capital and non-share capital corporations and for directors and unit owners of condominium corporations.
Publication Language: English
Book
$220.00
Quantity

Softcover | Approx. 500 pages

This Product is on PreOrder
Published: July 31, 2024
ISBN/ISSN: 9780433530374

Product description

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, and members 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 and not-for-profit corporation cases

What’s New in This Edition

  • Meetings of Shareholders and Members chapter has been updated to include virtual meetings
  • Meetings of Directors chapter has been updated to include the role of the chair and its discretion with respect to ‘other business’, who is entitled to be present, and whether abstaining from voting equals a dissent
  • Organization of Meetings of Shareholders and Members chapter has been updated to include quorum issues, class meetings, and split annual meetings
  • Voting at Shareholders’ and Members’ Meetings chapter has been updated to include electronic voting
  • Proxies chapter has been updated to include proxies under the ONCA and splitting votes
  • 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
  • New case law since the previous edition published four years ago, plus an update to the older classic English and Canadian cases to provide the most authoritative case references

Who Should Read 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 and members of public, private, not-for-profit or condominium corporations and the legal counsel and parliamentarians advising them.

 

Featured Authors

Table of contents

 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