Shareholder Agreements - The Law Society of Saskatchewan

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Corporate Commercial Section 6 Shareholder Agreements 2009 © The Law Society of Saskatchewan 5. DEFAULT Results of failure of shareholder to advance monies or provide guarantees; Right to acquire all or only a portion of defaulting shareholder's shares and/or shareholder loans; Release of defaulting shareholder's outstanding guarantee; Provide that contractual rights are additional to other rights at law or in equity. 6. DIRECTORS AND OFFICERS Fixed number of directors or not Composition of Board - current directors and right of shareholders or groups of shareholders to nominate directors; Quorum requirement - tie to composition of Board; Proportion of votes required to decide matters before directors - vary numbers according to nature of issue Desirability of casting vote provision Manner of filling vacancies on Board; Remuneration of directors, officers and employees if power removed from directors; Method of removal of director; for officers and employees who are shareholders - outline function, extent of time to be devoted to business, remuneration and other terms and conditions of employment; Whether limitations on powers of directors to borrow should be imposed; Description of offices and duties of officers - if not specified in Bylaws; Any special conflict of interest provisions contrary to Act. Corporate–P–6–18 Saskatchewan CPLED Program
Corporate Commercial Section 6 2009 © The Law Society of Saskatchewan Shareholder Agreements 7. SHAREHOLDERS Shareholders' meetings - if outside Saskatchewan, requires unanimous consent; Quorum for decision of shareholders - to be determined by number and/or shareholdings or any special class requirements; Casting vote provision - is it desirable Telephone meeting - is this desired 8. CONDUCT OF BUSINESS OF CORPORATION Unanimous consent of shareholders - under what circumstances: for example: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) (k) Changing the articles or bylaws of the corporation. Changing the authorized or issued capital (shares) of the corporation. Entering into any agreement or making any offer or granting any right capable of becoming an agreement to allot or issue any shares of the corporation. Taking any action which may lead to or result in a material change in the nature of the business of the corporation. Entering into any agreement other than in the ordinary course of the corporation's business. Borrowing any money, giving any security on behalf of the corporation, or incurring any single expenditure in excess of $________ in any financial year of the corporation. Taking any steps to wind up or terminate the corporate existence of the corporation. Selling, leasing, exchanging or disposing of all or a substantial part of the property or assets of the corporation. Making, directly or indirectly, loans or advances to, or giving security for or guaranteeing the debts of any person. Declaring or paying any dividend. Taking, holding, subscribing for or agreeing to purchase or acquire shares of another corporation. Saskatchewan CPLED Program Corporate–P–6–19
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Shareholder Agreements - The Law Society of Saskatchewan

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