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| This Act is current to August 26, 2025 |
[Prepared for convenience by the Office of Legislative Counsel. Note: This Act has not been revised as part of the Revised Statutes 1996. References in this Act to other Acts may be references to earlier Revised Statutes or to Acts not consolidated in a general revision of statutes, depending on when the provision of this Act containing the reference was enacted or amended.]
Assented to April 25, 1907
WHEREAS J. R. Waghorn, Ewen, W. MacLean, Donald Von Cramer, Charles D. Rand, R. Byron-Johnson, A. B. Diplock, W. L. Germaine, John Kendall, Charles J. Loewen, J. F. Maguire, F. J. Procter and Herbert E. A. Robertson, all of the City of Vancouver, in the Province of British Columbia, have by their petition prayed for the incorporation of themselves as the "Vancouver Stock Exchange," and to be invested with certain powers hereinafter mentioned, and it is expedient to grant the prayer of said petition:
THEREFORE, HIS MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:—
1 The aforesaid persons and all those who may hereafter become associated with them, shall be and they are constituted a body politic and corporate by the name of "Vancouver Stock Exchange"(hereinafter called "the corporation"), and may cause the corporation and any of its subsidiaries to be registered and recognized in any jurisdiction or place and may for that purpose appoint agents and attorneys; may acquire for itself and its successors under any legal title whatsoever, property real and personal; may alienate, sell, convey, lease, or otherwise dispose of the same, or any part thereof, from time to time as occasion may require, for such price or prices and on such terms and conditions as it may see fit; and may, should it see fit, acquire real and personal estate in lieu thereof; may borrow money on mortgage of the real or personal estate of the corporation for such time, and on such terms and at such rates of interest as it may see fit; may, in furtherance of the corporation's objects, establish and support, aid in the establishment and support of and participate in, any exchange, clearing house, depository, association, company, institution, fund, trust and convenience; and may raise and assist in raising money for and aid by way of loan, promise, endorsement, guarantee, or otherwise any such exchange, clearing house, depository, association, company, institution, fund, trust, or convenience.
1977-86-2; 1985-64-1.
2 (1) For the purpose of contributing to the British Columbia economy, the corporation shall operate as an exchange for the raising of capital and has the following objects:
(a) to carry on the business of an exchange in securities or other instruments, and in commodities, goods, produce, raw materials or other property and in all rights relating to such securities or other instruments, commodities, goods, produce, raw materials or other property;
(i) the partnership and corporate arrangements of the members and other persons authorized to trade on the exchange, including requirements as to financial condition;
(ii) the business, conduct and affairs of the corporation; and
(iii) the conduct of the business and affairs of any person under the jurisdiction of the corporation and, where a person was formerly under the jurisdiction of the corporation, the conduct of the business and affairs of that person in respect of conduct which occurred while the person was under the jurisdiction of the corporation and notwithstanding that that person may no longer be under the jurisdiction of the corporation;
(c) to list, buy, sell and deal in securities or other instruments, and in commodities, goods, produce, raw materials or other property and in all rights relating to such securities or other instruments, and commodities, goods, produce, raw materials, or other property.
(1.1) In this section, a person under the jurisdiction of the corporation includes
(a) a member of the corporation,
(b) any person who has applied to the corporation for approval or has been approved by the corporation as a partner, director, officer, registered representative, trader or assistant trader of a member,
(c) an associate, agent or employee of a member, and
(d) any person who beneficially owns 5% or more of the outstanding voting shares of a member.
(2) The corporation may enact, amend and repeal by-laws for all or any purposes within the powers and objects conferred by this Act by resolution of at least three-fourths of the votes cast thereon at any meeting of the corporation called for that purpose; more specifically but not to limit the generality of the foregoing, the corporation may enact, amend and repeal by-laws for
(a) the employment of such officers and staff as may be required;
(b) regulating the mode of voting at any ordinary, special, or general meeting;
(c) the qualifications and requirements which must be met by persons desirous of admission as members of the corporation;
(d) the qualifications and requirements which must be met by persons employed by or associated with a member in the conduct of business;
(e) the expulsion of any member;
(f) effecting service of a citation or other documents on a person referred to in section 2 (1) (b) and, without limiting the generality of the foregoing, a citation or other documents need not be personally served.
1977-86-3; 1982-66-2; 1990-78-1; 1995-17-1,2.
2.1 The corporation shall be carried on without the purpose of gain for its members and any profits or other accretions to the corporation shall be used in promoting its objects.
1985-64-2.
3 (1) There shall be a Board of Governors for the corporation consisting of the following Governors:
(a) a chair, a vice-chair, an Honourary Secretary and an Honourary Treasurer;
(b) the president of the corporation if the by-laws so provide;
(c) the persons not referred to in paragraph (a) or (b) who are appointed under subsection (1.2) or elected under subsection (3).
(1.1) The number of Governors on the Board of Governors, excluding the president, shall be set by the by-laws and shall be
(b) not less than 9 and not more than 21.
(1.2) The Lieutenant Governor in Council shall appoint 1/3 of the Governors, which Governors shall be known as the Public Governors, and the balance of the Governors shall be elected in accordance with subsection (3).
(1.3) The Governors shall elect the chair of the Board of Governors from among the Public Governors.
(1.4) The Governors shall manage, or supervise the management of, the corporation and shall have the authority to exercise all of the powers of the corporation that are not by this Act or by the by-laws of the corporation required to be exercised by the corporation in general meeting.
(2) and (2.1) [Repealed 1995-17-3.]
(2.2) The term of office of a Public Governor expires on the date of the first annual meeting of the corporation to follow the appointment.
(2.21) Despite subsection (2.2), a Public Governor whose term of office has expired may continue to hold office until a successor is appointed.
(2.4) A person who is or has been a Public Governor is eligible for reappointment for successive or additional terms but is not eligible to be a Public Governor for more than 6 years in total.
(2.5) A person is not qualified to be a Public Governor unless the person
(a) is, at the time of the person's appointment as a Public Governor, independent of the corporation and its members, and
(b) was independent of the corporation and its members throughout at least the 24 months immediately preceding that appointment.
(2.6) For the purposes of this section, independence is a question of fact but a person is not independent who is
(a) a person under the jurisdiction of the corporation within the meaning of section 2 (1.1),
(b) a member of the immediate family of a person referred to in paragraph (a), or
(c) a person who beneficially owns 5% or more of the outstanding voting shares of a person referred to in paragraph (a).
(2.7) For the purposes of subsection (2.6), the immediate family of a person referred to in subsection (2.6) (a) includes
(a) the person's spouse, parent and child, and
(b) any relative of the person or the person's spouse, who resides with the person.
(2.8) A Public Governor who becomes aware that he or she is not qualified to be a Public Governor shall promptly
(a) cease to be involved in any proceedings of the Board of Governors, and
(b) advise the minister responsible for the administration of the Securities Act of the disqualification.
(2.9) Where a Public Governor contravenes this section, any interested party may apply to the court for an order that the Public Governor be removed from the Board of Governors on terms and conditions the court considers appropriate.
(2.91) If a Public Governor ceases for any reason to be a Public Governor before the end of the term for which that person was appointed, the Lieutenant Governor in Council may appoint a replacement Public Governor to hold office for the unexpired portion of the term.
(3) Subject to subsections (1.1) and (1.2), the Governors, other than the Public Governors and the President of the corporation, shall be members or directors, officers or partners of members of the Vancouver Stock Exchange and shall be elected annually at such time and place as may be provided by the by-laws, but in no case shall the number of such Governors exceed 14, and all vacancies which may occur in the Governors, other than the Public Governors and the President of the corporation, shall be filled by the Governors then in office.
(4) A majority of the number of Governors or such other number as may be established by the by-laws shall constitute a quorum for the transaction of business.
(5) Nothing in this section contained shall be deemed to prevent the offices of Honorary Secretary and Honorary Treasurer from being held by one and the same person.
1973-94-2; 1974-87-39; 1977-86-4,5; 1980-5-23; 1985-64-3; 1989-78-52; 1993-14-18; 1995-17-1,3.
3.1 The Board of Governors may delegate to one or more persons or committees of the corporation the power of the Governors
(a) to consider, hold hearings and make determinations regarding applications for any acceptance, approval, registration or authorization and to impose terms and conditions on any such acceptance, approval, registration or authorization,
(b) to investigate and examine the conduct of the business and affairs of a person referred to in section 2 (1) (b), and
(c) to hold hearings, make determinations and impose discipline on a person referred to in section 2 (1) (b) in matters relating to the conduct of the business and affairs of the person,
subject to such limitations, restrictions, conditions and requirements as the Board of Governors may impose.
1985-64-4; 1990-78-2.
3.2 In any hearing and review held pursuant to the Securities Act, with respect to any direction, order or decision made under any by-law or rule of the corporation, or in any appeal therefrom, the corporation has the right and standing to appear as a party with full rights to participate, including the right to make representations with respect to the merits of any decision made by it and with respect to its policies and procedures.
1985-64-4.
3.3 (1) A meeting of the Board of Governors or of any committee established by the Board of Governors may be held by means of telephone, electronic or other communication facilities if
(a) the telephone, electronic or other communication facilities permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and
(b) all of the Governors or committee members, as the case may be, participating in the meeting consent,
and a person participating in such a meeting by such means shall be deemed to be present at the meeting.
(2) Where a resolution is passed at a meeting held under subsection (1), the chairman and secretary of the meeting shall, as soon as possible, make and sign a written record of the resolution.
1985-64-4.
3.4 (1) The corporation may apply to the Supreme Court for the appointment of a trustee, liquidator, receiver or receiver manager over the whole or part of the undertaking and affairs of a member.
(2) The court may make an order on application under subsection (1) where the court is satisfied that it would be in the best interests of
(c) persons, any of whose property is in the possession or under the control of the member,
(d) the shareholders or partners of the member, or
(e) the creditors of the member.
(3) An application made under subsection (1) may be made ex parte, in which case the court may make a temporary order under subsection (2) appointing a trustee, liquidator, receiver or receiver manager for a period not exceeding 15 days.
1990-78-3.
3.5 (1) On a hearing under this Act, an officer of the corporation may issue a subpoena in the form prescribed by the bylaws of the corporation to command the attendance and examination of a witness or the production of records at the hearing, as if the hearing were a proceeding in Supreme Court, at the time and place mentioned in the subpoena.
(2) Failure of the witness to attend or produce the required records makes the witness, on application by the corporation to the Supreme Court, liable to be committed for contempt as if in breach of an order or a judgment of the Supreme Court.
(3) The person required to attend is entitled to the same conduct money, payment of expenses and payment for loss of time as in a Supreme Court trial.
1990-78-3.
4 The said parties mentioned in the preamble hereof shall hold their first meeting within six months after the passing of this Act, and shall at that meeting pass by-laws for the government of the corporation, and after the passage of such by-laws, officers as mentioned in section 3 of this Act shall be elected in accordance with the by-laws and shall hold office until the next annual meeting. A copy of such by-laws, certified by the President and Honorary Secretary, shall be filed in the office of the Provincial Secretary, and any amendment hereafter passed shall, within one month after being passed, be filed in said office.
1907-62-4; 1973-94-3; 1977-86-6.
5 An annual meeting shall be held for the election of the Governors who are to be elected under this Act and for such other business as may be brought before such meeting, at such time and place, and under such regulations and notices as the by-laws of the corporation shall determine; and may be adjourned as decided at such meeting; but in case of any accident, failure, or neglect to hold such general election the corporation shall not thereby lapse or terminate, but shall continue and exist and the then officers shall continue to act until the next general election or until their successors are appointed.
1907-62-5; 1973-94-4; 1993-14-19; 1995-17-1.
6 The corporation may admit as members such persons as they may see fit; such admission to membership shall be governed by the by-laws of the corporation; and the said corporation may expel any member for such reasons and in such manner as may be by by-law provided and any such powers may, subject to appeal to a meeting of the corporation, be exercised by the Governors or by a majority thereof.
1907-62-6; 1932-67-2; 1973-94-5; 1995-17-1.
7 No member of the corporation shall be liable for any of the debts thereof, beyond the amount of the annual subscriptions of such member which may remain unpaid.
1907-62-7; 1995-17-1.
8 All subscriptions of members due to the corporation and all penalties incurred under any by-laws by any person referred to in section 2 (1) (b), and all other sums of money due to the corporation shall be paid to the corporation, and in default of payment may be recovered in any action brought in the name of the corporation, and it shall only be necessary in such action to allege that such person is indebted to the corporation in the sum of money being the amount of such arrears, on account of such subscription, penalty or otherwise, whereby an action hath accrued to the corporation by virtue of this Act; and on the trial or hearing of any such suit it shall be sufficient prima facie evidence for the corporation to prove that the defendant at the time of the institution of such action was a person referred to in section 2 (1) (b), and that the amount claimed by reason of such subscription or otherwise, was standing unpaid in the books of the corporation.
1907-62-8; 1973-94-6; 1977-86-7; 1990-78-4; 1995-17-1.
9 At any annual or general meeting of the said corporation, a majority of the number of members of the corporation shall constitute a quorum for the transaction of business.
1907-62-9; 1932-67-3; 1977-86-8; 1995-17-1.
10 The corporation shall at all times when required by the Lieutenant-Governor in Council or by the Legislative Assembly, make a full return of all its property, real or personal, and of its liabilities, receipts and expenditures to the Lieutenant-Governor in Council or Legislative Assembly, as the case may be, for such period and with such details and other information as the Lieutenant-Governor in Council or Legislative Assembly may require in that behalf.
1907-62-10; 1977-86-9; 1995-17-1.
10.01 (1) In addition to any report required under section 10, the corporation shall prepare and deliver to the minister, within 100 days after the end of each fiscal year of the corporation, a report of the corporation's operations for the most recently completed fiscal year
(a) detailing the manner in which and the extent to which the corporation has fulfilled its purpose and objects as described in section 2 (1), and
(b) providing such other information as the minister may require.
(2) The report referred to in subsection (1) shall be laid before the Legislative Assembly as soon as practicable.
1995-17-4.
10.1 The Company Act applies to the corporation, except,
(a) to the extent that the provisions thereof are inconsistent with this Act, and
(b) that the by-laws of the corporation may fix the class or classes of persons who may be appointed by a proxy to attend and act at meetings of members as nominees of members provided that one such class shall be members.
1985-64-5; 1995-17-1.
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