RTA · Business Corporations Act
Part 14 — Fundamental Changes
190 Extraordinary sale, lease or exchange
property of a corporation other than in the ordinary course of
business of the corporation requires the approval of the
shareholders in accordance with subsections (2) to (6).
(2) A notice of meeting of shareholders complying with section
134 shall be sent in accordance with that section to each
shareholder and shall
(a) include or be accompanied with a copy or summary of the
agreement of sale, lease or exchange, and
(b) state that a dissenting sh areholder is entitled to be paid the
fair value of the shareholder's shares in accordance with
section 191, but failure to make that statement does not
invalidate a sale, lease or exchange referred to in subsection
(1).
(3) At the meeting referred to in subsection (2), the shareholders
may authorize the sale, lease or exchange and may fix or authorize
the directors to fix any of its terms and conditions.
(4) Each share of the corporation carries the right to vote in respect
of a sale, lease or exchange referred to in subsection (1) whether or
not it otherwise carries the right to vote.
(5) The holders of shares of a class or series of shares of the
corporation are entitled to vote separately as a class or series in
respect of a sale, lease or exchange referred to in subsection (1)
only if that class or series is affected by the sale, lease or exchange
in a manner different from the shares of another class or series.
(6) A sale, lease or exchange referred to in subsection (1) is
adopted when the holders of each class or series entitled to vote on
it have approved of the sale, lease or exchange by a special
resolution.
(7) The directors of a corporation may, if authorized by the
shareholders approving a proposed sale, lease or exchange, and
subject to the rights of third parties, abandon the sale, lease or
exchange without further approval of the shareholders.
1981 cB-15 s183