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shown on the records of the corporation, unless the by-laws specify otherwise. 1998,

c. 19, s. 35 (2).

Content of notice


The notice shall state the time and place of the meeting and the general nature of the

business to be discussed at the meeting. 1998, c. 19, s. 35 (3).

Waiver of notice


A director who attends a meeting shall be deemed to have waived the right to object to

a failure to give the required notice unless the director expressly objects to the failure at the

meeting. 1998, c. 19, s. 35 (4).



A meeting of the directors may be held by teleconference or another form of

communications system that allows the directors to participate concurrently if,

(a) the by-laws authorize those means for holding a meeting of the directors; and

(b) all directors of the corporation consent to the means used for holding the meeting.

1998, c. 19, s. 35 (5).


36. (1)

A corporation shall have a president and a secretary and all other officers that are

provided for by by-law or by resolution of the directors. 1998, c. 19, s. 36 (1).

Election and appointment


Subject to the by-laws, the directors,

(a) shall elect the president from among themselves;

(b) shall appoint or elect the secretary; and

(c) may appoint or elect one or more vice-presidents or other officers. 1998, c. 19,

s. 36 (2).

Holding several offices


The same person may hold two or more offices of the corporation. 1998, c. 19,

s. 36 (3).

Standard of care

37. (1)

Every director and every officer of a corporation in exercising the powers and

discharging the duties of office shall,

(a) act honestly and in good faith; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise

in comparable circumstances. 1998, c. 19, s. 37 (1).

Validity of acts


The acts of a director or officer are valid despite any defect that may afterwards be

discovered in the person’s election, appointment or qualifications. 1998, c. 19, s. 37 (2).

Liability of directors


A director shall not be found liable for a breach of a duty mentioned in subsection (1) if

the breach arises as a result of the director’s relying in good faith upon,