Section 115 — Canada Business Corporations Act: Delegation

Directors of a corporation may appoint from their number a managing director who is a resident Canadian or a committee of directors and delegate to such managing director or committee any of the powers of the directors. [Repealed, 2001, c. 14, s. 44] Notwithstanding subsection (1), no managing director and no committee of directors has authority to submit to the shareholders any question or matter requiring the approval of the shareholders; fill a vacancy among the directors or in the office of auditor, or appoint additional directors; issue securities except as authorized by the directors; issue shares of a series under section 27 except as authorized by the directors; declare dividends; purchase, redeem or otherwise acquire shares issued by the corporation; pay a commission referred to in section 41 except as authorized by the directors; approve a management proxy circular referred to in Part XIII; approve a take-over bid circular or directors’ circular referred to in Part XVII; approve any financial statements referred to in section 155; or adopt, amend or repeal by-laws.