2012 BCSC 1090 Northern Minerals Investment Corp. v. Mundoro ...

2012 BCSC 1090 Northern Minerals Investment Corp. v. Mundoro Capital Inc.
Law
[11] A corporation incorporated in British Columbia is governed by the Act and the corporation’s articles.
Section 19 of the Act states:
Effect of notice of articles and articles
19 (1) Subject to subsection (2), a company and its shareholders are bound by the company's
articles and notice of articles in the manner contemplated by subsection (3) from the time at
which the company is recognized.
(2) A pre-existing company and its shareholders are bound, in the manner contemplated by
subsection (3),
(a)
(b)
(c)
by the company's notice of articles, if any,
by the company's articles, and
subject to section 373 (3) or 439 (3), as the case may be, by the
company's memorandum.
(3) A company and its shareholders are bound by the company's articles and notice of
articles or by its memorandum and articles, as the case may be, and by any alterations made
to those records under this Act or a former Companies Act, to the same extent as if those
records
(a)
(b)
had been signed and sealed by the company and by each shareholder,
and
contained covenants on the part of each shareholder and the
shareholder's successors and personal or other legal representatives to
observe the articles and notice of articles or memorandum and articles,
as the case may be.
[12] For the purposes of the issues to be resolved the relevant company articles are:
14.1 Election at Annual General Meeting. At every annual general meeting …
(a)
(b)
the shareholders entitled to vote at the annual general meeting for the election
of directors must elect, ...a board of directors consisting of the number of
directors for the time being set under these Articles;
all the directors cease to hold office immediately before the election or
appointment of directors under paragraph (a), but are eligible for re-election or
re-appointment.
15.1 Powers of Management. The directors must, subject to the Business Corporations Act
and these Articles, manage or supervise the management of the business and affairs
of the Company and have the authority to exercise all such powers of the Company as
are not, by the Business Corporations Act or by these Articles, required to be
exercised by the shareholders of the Company.
[13] The articles do not restrict the nomination process. Therefore under the articles currently in place
nominee directors can be named at any time up to and including at the AGM where they can be nominated
from the floor and voted on.
[14] The relevant sections of the Act respecting directors are:
http://www.courts.gov.bc.ca/jdb-txt/SC/12/10/2012BCSC1090.htm[10/22/2012 1:37:45 PM]