Form
20-F o
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Form
40-F x
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Yes
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No
x
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THE
TORONTO-DOMINION BANK
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DATE: April
16,
2007
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By:
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/s/
Rasha
El Sissi
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Name:
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Rasha
El Sissi
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Title:
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Associate Vice
President, Legal
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By-law
No. 1
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Page
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Section
One Interpretation
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1.01 Definitions:
1.02 Construction:
1.03 Severability:
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1
1
1
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Section
Two Directors
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2.01 Number
and Vacancies:
2.02 Meetings:
2.03 Quorum:
2.04 Votes
to Govern:
2.05 Remuneration:
2.06 Committees:
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1
2
2
2
2
2
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Section
Three Officers
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3.01 Appointment
and Election
-
Chairman, Chief Executive Officer & President:
3.02 Deleted
3.03 Term
of Office:
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3
3
3
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Section
Four Protection
of
Directors and Officers
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4.01 Limitation
of Liability:
4.02 Indemnity:
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3
3
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Section
Five
Shares
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5.01 Share
Classes:
5.02 Class
Rights:
5.03 Deceased
Shareholders:
5.04 Shareholder
Declaration:
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4
4
4
5
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Section
Six Meetings
of
Shareholders
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6.01 Presiding
Officer:
6.02 Persons
Entitled to be Present:
6.03 Quorum:
6.04 Voting:
6.05 Votes
to Govern:
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5
5
6
6
6
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6.06 Ballots:
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6
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6.07 Scrutineers:
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6
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Section
Seven Notices
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7.01 Giving
of Notice:
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7
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Section
Eight Dividends
and
Rights
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8.01 Dividends:
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7
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Section
Nine General
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9.01 Corporate
Seal:
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7
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9.02 Deleted
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7
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9.03 Secrecy:
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7
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Section
Ten
Effective
Date and
Repeal
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10.01 Effective
Date:
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8
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10.02 Repeal
and Continuance:
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8
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Schedule
A
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To
By-law No. 1
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1. Interpretation
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9
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2. Issue
in
Series
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9
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3. Priority
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9
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4. Series
to Rank
Equally
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10
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5. Dividends
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10
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6. Priority
on
Liquidation, Dissolution or Winding-up
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10
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7. Voting
Rights
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11
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8. Creation
and Issue
of Additional Preferred Shares
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11
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9. Approval
of
Preferred Shareholders
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11
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10. Amendment
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12
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1.01
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Definitions:
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In
this By-law and all other by-laws and ordinary and special resolutions
of
the Bank, unless the context otherwise
requires:
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(i)
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"Act"
means the Bank Act and any regulations in force thereunder, and any
Act
and regulations that may be substituted therefor, all as amended
from time
to time;
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(ii)
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"Bank"
means The Toronto-Dominion Bank;
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(iii)
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"Board"
means the board of directors of the
Bank;
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(iv)
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"Meeting
of Shareholders" includes an annual or special meeting of any class
or
series of any class of shareholders;
and
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(v)
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“Recorded
Address” means, for shareholders, the last known postal address or
telephone number according to the Bank’s central securities register, and,
for directors, officers or auditors, the last known postal address
or
telephone number according to the records of the
Bank.
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1.02
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Construction:
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Subject
to Section 1.01 of this By-law, words and expressions defined in
the Act
have the same meaning when used in a by-law of the Bank and words
importing the singular include the plural and vice
versa.
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1.03
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Severability:
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The
provisions of each by-law of the Bank are subject to the Act, but,
if any
such provision is in contravention thereof, such contravention shall
not
invalidate any other provision of a
by-law.
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2.01
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Number
and Vacancies:
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2.02
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Meetings:
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The
Chairman or the President or in their absence any two of the following
if
they are directors: a Deputy Chairman, a Vice Chairman, an Executive
Vice
President, a Senior Vice President, and a Vice President, may call
a
meeting of the Board by giving notice of the place, date and time
of such
meeting to each director at the director’s Recorded Address at least 12
hours prior to the time fixed for the holding of the meeting. Notices
shall be deemed to have been duly given if mailed, telephoned, or
sent by
electronic or other communications
facilities.
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2.03
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Quorum:
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For
meetings of the Board, seven directors shall constitute a
quorum.
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2.04
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Votes
to Govern:
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At
all meetings of the Board every matter shall be decided by majority
of the
votes cast on the matter. If an equality of votes occurs on any matter
the
chairman of the meeting shall be entitled to a second or casting
vote.
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2.05
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Remuneration:
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The
directors shall be paid such remuneration for their services as the
Board
may from time to time by resolution determine. The remuneration paid
to
the directors as such in the aggregate shall not exceed $4,000,000
in each
year and individually shall be such amounts as the Board shall from
time
to time by resolution determine. Directors who are not officers or
employees of the Bank may also be eligible to participate in stock
incentive plans or other similar plans on the terms and conditions
approved by the shareholders of the Bank. The remuneration, if any,
payable to a director who is also an officer or employee of the Bank
or
who serves it in any professional capacity shall, unless the Board
otherwise directs, be in addition to the director’s salary as an officer
or employee or to the director’s professional fees, as the case may be.
The directors may also be paid their reasonable out of pocket expenses
incurred in attending meetings of the Board, shareholders or committees
of
the Board or otherwise in the performance of their
duties.
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2.06
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Committees:
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Subject
to any restrictions imposed by the Board, each committee of the Board
shall have the power to elect its chairman and regulate its procedure.
For
meetings of a committee of the Board, a majority of the committee
members
shall constitute a quorum.
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3.01
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Appointment
and Election - Chairman, Chief Executive Officer &
President:
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The
Board shall elect from its number a Chairman of the Board, a Chief
Executive Officer and a President each of whom shall have such
responsibilities as may be assigned to the holder of such office
by the
Board. Any one person may hold more than one such
office.
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3.02
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Deleted
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3.03
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Term
of Office:
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The
Board in its discretion may remove any officer of the Bank. Each
officer
shall hold office at the pleasure of the Chief Executive Officer
or of an
officer authorized by the Chief Executive
Officer.
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4.01
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Limitation
of Liability:
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No
director or officer of the Bank shall be liable for the acts, receipts,
neglects or defaults of any other director or officer or any employee
or
for any liability or expense sustained or incurred by the Bank in
the
execution of the duties of such director or officer, provided that
nothing
herein contained shall relieve any director or officer from the duty
to
act in accordance with the Act or from any liability for any breach
thereof or of any other applicable statute or
regulation.
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4.02
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Indemnity:
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(a)
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Subject
to the limitation contained in the Act and in paragraph (b) below,
but
without limit to the right of the Bank to indemnify or advance funds
to
any person under the Act or otherwise, the Bank shall indemnify a
director
or officer of the Bank, or a former director or officer, or a person
who
acts or acted at the Bank’s request, as a director or officer of or in a
similar capacity for another entity, and such person’s heirs and legal
representatives, against all costs, charges and expenses, including
an
amount paid to settle an action or satisfy a judgment, reasonably
incurred
by them in respect of any civil, criminal, administrative, investigative
or other proceeding in which they are involved because of that association
with the Bank or other entity.
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(b) | The Bank shall not indemnify a person under paragraph (a) above unless: |
(i)
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such
person acted honestly and in good faith with a view to the best interests
of, as the case may be, the Bank or the other entity for which they
acted
at the Bank’s request as a director or officer or in a similar capacity;
and
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(ii)
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in
the case of a criminal or administrative action or proceeding that
is
enforced by a monetary penalty, such person had reasonable grounds
for
believing that such person’s conduct was
lawful.
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5.01
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Share
Classes:
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(a)
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The
Bank shall have two classes of shares, designated as common shares
and
Class A first preferred shares, and the Bank is authorized to issue
an
unlimited number of shares of each
class.
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(b)
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The
Class B first preferred shares of the Bank are hereby reclassified
as
Class A first preferred shares of the Bank, and the Price Adjusted
Floating Rate Cumulative Redeemable Class B First Preferred Shares,
Series
1, and the Non-Cumulative Redeemable Class B First Preferred Shares,
Series 2, are hereby reclassified, respectively, as Price Adjusted
Floating Rate Cumulative Redeemable Class A First Preferred Shares,
Series
E, and Non-Cumulative Redeemable Class A First Preferred Shares,
Series
Y.
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5.02
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Class
Rights:
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(a)
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The
class of shares designated as Class A first preferred shares shall
be
entitled to preference over the common shares of the Bank and over
any
other shares of the Bank ranking junior to the Class A first preferred
shares with respect to the payment of dividends and distribution
of assets
of the Bank in the event of the liquidation, dissolution or winding-up
of
the Bank, whether voluntary or involuntary, or any other distribution
of
the assets of the Bank among its shareholders for the purpose of
winding-up its affairs.
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(b)
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The
class of shares designated as common shares shall not be redeemable
and
the rights of the holders thereof shall be equal in all respects,
and
those rights shall include (i) the right to vote at all meetings
of
shareholders except where only holders of a specified class of shares
are
entitled to vote, (ii) the right to receive dividends declared on
those
shares, and (iii) the right to receive the remaining property of
the Bank
on dissolution.
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(c)
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The
directors of the Bank are hereby authorized to divide the Class A
first
preferred shares into series, and the rights, privileges, restrictions
and
conditions set out in Schedule A hereto which is incorporated herein
and
forms a part of this By-law, shall apply to all Class A first preferred
shares.
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5.03
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Deceased
Shareholders:
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In
the event of the death of a holder, or one of the joint holders,
of any
share, the Bank shall not be required to make any entry in the Bank’s
securities register in respect thereof or to make payment of any
dividends
thereon except upon production of all such documents as may be required
by
law and upon compliance with the requirements of the Bank and its
transfer
agents.
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5.04
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Shareholder
Declaration:
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(a)
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The
Chief Executive Officer or the Secretary of the Bank may require
any
person in whose name a share of the Bank is held to submit a statutory
declaration concerning:
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(i)
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the
ownership of such share;
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(ii)
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the
place in which the shareholder and any person in whose right or for
whose
use or benefit the share is held are ordinarily
resident;
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(iii)
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whether
the shareholder is associated with, is controlled by, or controls
any
other shareholder;
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(iv)
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whether
the shareholder is an agent or agency of Her Majesty in right of
Canada or
in right of a Province of Canada or an agent or agency of the government
of a foreign state or any political subdivision thereof;
and
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(v)
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such
other matters as the Chief Executive Officer or the Secretary may
deem
relevant to the purposes of the
Act.
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(b)
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The
Chief Executive Officer or the Secretary may require any person who
wishes
to have a transfer of a share registered in the name of, or to have
a
share issued to, that person to submit a statutory declaration as
though
the person were a shareholder.
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(c)
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The
Chief Executive Officer or the Secretary may determine the circumstances
in which any statutory declaration shall be required, its form and
the
time at which it shall be
submitted.
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(d)
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If
a person who desires to exercise the voting rights pertaining to
shares of
the Bank held by such person fails to submit a declaration as required
under this By-law, the Bank may refuse to permit such person to exercise
such voting rights.
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6.01
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Presiding
Officer:
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The
Chairman of the Board, or in the Chairman’s absence the President, or in
the absence of both of them a director designated by the Board, shall
act
as chairman at each Meeting of Shareholders. The Secretary of the
Bank, or
in the Secretary’s absence such other person as the chairman of the
meeting shall designate, shall act as secretary of the
meeting.
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6.02
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Persons
Entitled to be Present:
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The
only persons entitled to attend a Meeting of Shareholders shall be
those
entitled to vote thereat and such others who, although not entitled
to
vote thereat, are entitled or required to attend under the Act. Any
other
person may be permitted to attend a Meeting of Shareholders by the
chairman of the meeting.
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6.03
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Quorum:
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Two
persons present in person and each entitled to vote thereat and
representing either in their own right or by proxy at least ten per
cent
of the issued and outstanding shares of the Bank carrying voting
rights at
such time shall constitute a quorum at any Meeting of
Shareholders.
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6.04
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Voting:
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6.05
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Votes
to Govern:
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Unless
otherwise required by the Act every vote at a Meeting of Shareholders
shall be decided by a majority of the votes cast on the matter. If
an
equality of votes occurs on any matter at a Meeting of the Shareholders
the chairman of the meeting shall be entitled to a second or casting
vote.
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6.06
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Ballots:
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If
a ballot is to be held it shall be taken in such manner as the chairman
of
the meeting shall direct.
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6.07
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Scrutineers:
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At
any Meeting of Shareholders one or more persons, who may be shareholders,
may be appointed to serve as scrutineers at the meeting by the chairman
of
the meeting.
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7.01
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Giving
of Notice:
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Any
notice or other document to be given or sent by the Bank to a shareholder,
director, officer or auditor of the Bank may be delivered, telephoned,
or
given or sent by pre-paid mail or by pre-paid transmitted, electronic
or
other communication, to the recipient's Recorded Address. The accidental
omission to give notice to any shareholder, director, officer or
auditor,
or the non-receipt of any notice or any error in a notice shall not
invalidate any action taken at any meeting called by such notice
or
otherwise founded thereon. Any notice with respect to any shares
registered in more than one name may, if more than one address appears
as
a Recorded Address for such joint holding, be given or sent to the
joint
shareholders at any one of such
addresses.
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8.01
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Dividends:
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The
mailing or other transmission to any shareholder at the shareholder's
Recorded Address of a draft payable to such shareholder or to such
shareholder's order, or the electronic deposit in accordance with
the last
instructions of any shareholder received by the Bank or its transfer
agent, for the amount of any dividend payable in cash shall discharge
the
Bank's liability for the dividend to the extent of the amount of
the draft
or the electronic deposit plus the amount of any tax which the Bank
has
properly withheld, unless, in the case of issuance by the Bank of
a draft,
the draft is not paid on due presentation. If any draft for a dividend
is
not received, the Bank shall issue to the shareholder a replacement
draft
for the same amount on such reasonable terms as to indemnity and
evidence
of non-receipt as the Board or any officer may impose. No shareholder
shall be entitled to recover by action or other legal process against
the
Bank any dividend that is represented by a draft that has not been
duly
presented to the Bank for payment or that otherwise remains unclaimed
for
a period of 6 years from the date on which it was
payable.
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9.01
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Corporate
Seal:
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The
corporate seal of the Bank shall bear the name of the Bank and shall
bear
such insignia as may be approved from time to time by the
Board.
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9.02
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Deleted
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9.03
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Secrecy:
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Each
director and every person in the employ of the Bank shall maintain
secrecy
as to everything that takes place at the Bank, and shall not, subject
to
applicable law, give any information relating to any account or
transaction at or in the books of the
Bank.
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10.01
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Effective
Date:
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This
By-law shall come into force upon the date when it is enacted by
the
Board, provided that clauses 2.01 and 2.05 shall not come into force
unless and until this By-law has been confirmed by the shareholders,
and
clauses 5.01 and 5.02 shall not come into force unless and until
this
By-law has been confirmed by the shareholders and approved by the
Superintendent of Financial
Institutions.
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10.02
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Repeal
and Continuance:
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All
previous by-laws of the Bank are repealed as of the coming into force
of
this By-law provided that clauses 2.03 and 2.10 of previous By-law
No. 1
shall be repealed as of the confirmation of this By-law by the
shareholders, and previous By-laws Nos. 2 and 6 shall be repealed
as of
the confirmation of this By-law by the shareholders and the approval
of
this By-law by the Superintendent of Financial Institutions, and
further
provided that such repeal shall not affect the previous operation
of any
by-law so repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under, or
the
validity of any contract or agreement made pursuant to any such by-law
prior to its repeal. All directors, officers and other persons acting
under any repealed by-law shall continue to act as if elected or
appointed
under the provisions of this By-law and all resolutions of the
shareholders or the Board with continuing effect passed under any
repealed
by-law shall continue to be valid except to the extent inconsistent
with
this By-law.
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Rights,
Privileges, Restrictions and Conditions Applying to Each Series of
Class A
First Preferred Shares as a
Class.
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1. Interpretation |
The term "Preferred Shares" shall mean the Class A first preferred shares as a class. |
2. Issue in Series |
(i)
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create
or issue any shares ranking in priority to the Preferred Shares,
or
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(ii)
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create
or issue any additional series of Preferred Shares or any shares
ranking
pari passu with the Preferred Shares
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unless
at the date of such creation or issuance all cumulative dividends
up to
and including the last completed period for which such cumulative
dividends shall be payable, shall have been declared and paid or
set apart
for payment in respect of each series of cumulative Preferred Shares
then
issued and outstanding and any declared and unpaid non-cumulative
dividends shall have been paid or set apart for payment in respect
of each
series of non-cumulative Preferred Shares then issued and
outstanding.
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