SS · Business Corporations Act
Part 9 — Directors and Officers
102 Bylaws
agreement otherwise provide, the directors may, by resolution,
make, amend or repeal any bylaws that regulate the business or
affairs of the corporation.
(2) The directors shall submit a bylaw, or an amendment or a
repeal of a bylaw, made under subsection (1) to the shareholders at
the next meeting of shareholders, and the shareholders may, by
ordinary resolution, confirm, reject or amend the bylaw,
amendment or repeal.
(3) A bylaw, or an amendment or a repeal of a bylaw, is effective
from the date of the resolution of the directors under subsection (1)
until it is confirmed, confirmed as amended or rejected by the
shareholders under subsection (2) or until it ceases to be effective
under subsection (4) and, if the bylaw is confirmed or confirmed as
amended, it continues in effect in the form in which it was so
confirmed.
(4) If a bylaw, or an amendment or a repeal of a bylaw, is rejected
by the shareholders, or if the directors do not submit a bylaw, or an
amendment or a repeal of a bylaw, to the shareholders as required
under subsection (2), the bylaw, amendment or repeal ceases to be
effective and no subsequent resolution of the directors to make,
amend or repeal a bylaw having substantially the same purpose or
effect is effective until it is confirmed or confirmed as amended by
the shareholders.
(5) A shareholder entitled to vote at an annual meeting of
shareholders may in accordance with section 136 make a proposal
to make, amend or repeal a bylaw.
1981 cB-15 s98