CALGARY, March 26, 2015 /CNW/ – Genesis Land Development Corp. (TSX: GDC) (the “Corporation” or “Genesis”) is pleased to announce that its board of directors has approved the adoption of an advance notice by-law (By-law No. 3) on March 26, 2015, which requires advance notice to the Corporation in circumstances where nominations of persons for election as a director of the Corporation are made by shareholders other than pursuant to: (i) a requisition of a meeting made pursuant to the provisions of the Business Corporations Act (Alberta) (the Act); or (ii) a shareholder proposal made pursuant to the provisions of the Act.
Among other things, By-law No. 3 fixes a deadline by which shareholders must submit a notice of director nominations to the Corporation prior to any annual or special meeting of shareholders where directors are to be elected and sets forth the information that a shareholder must include in the notice for it to be valid.
In the case of an annual meeting of shareholders, notice to the Corporation must be made not less than 30 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement.
In the case of a special meeting of shareholders (which is not also an annual meeting), notice to the Corporation must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.
By-Law No. 3 is effective immediately. At the next meeting of shareholders, shareholders will be asked to confirm and ratify By-law No. 3. A copy of By-law No. 3 has been filed and is available under the Corporation’s profile at www.sedar.com.
The Corporation believes that adopting By-law No. 3 is considered to be “best practice” corporate governance. By-law No. 3 facilitates an orderly and efficient annual or special meeting process and it ensures that all shareholders receive adequate notice of director nominations with sufficient information with respect to all nominees. This allows the Corporation and its shareholders to evaluate the proposed nominees’ qualifications and suitability as directors, which further allows shareholders to cast an informed vote for the election of directors.
Genesis is an integrated, award-winning land developer and residential homebuilder, creating innovative and successful communities in the Calgary Metropolitan Area. Genesis is committed to supporting its communities through partnerships like the Genesis Centre of Community Wellness and Genesis Place Recreational Centre. Genesis owns a large portfolio of entitled residential and mixed use land, which is exceptionally well positioned to benefit from the Alberta economy. The Corporation’s common shares are listed on the Toronto Stock Exchange (TSX: GDC)
SOURCE Genesis Land Development Corp.