Canada Cooperatives Act (S.C. 1998, c. 1)

PART 9Proxies

Marginal note:Interpretation

• 163 (1) The definitions in this subsection apply in this Part.

  form of proxy

  form of proxy means a written or printed form that, on completion and execution or, in Quebec, on signing by or on behalf of a shareholder, becomes a proxy. (formulaire de procuration)

  intermediary

  intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes

  • (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;

  • (b) a securities depositary;

  • (c) a financial institution;

  • (d) in respect of a clearing agency, a securities dealer, trust company, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominees hold securities of an issuer;

  • (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act;

  • (f) a nominee of a person referred to in any of paragraphs (a) to (e); and

  • (g) a person who carries out functions similar to those carried out by individuals or entities referred to in any of paragraphs (a) to (e) and that holds a security registered in its name, or in the name of its nominee, on behalf of another person who is not the registered holder of the security. (intermédiaire)

  solicit

  solicit or solicitation

  • (a) includes

    • (i) a request for a proxy whether or not accompanied by or included in a form of proxy,

    • (ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy,

    • (iii) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and

    • (iv) the sending of a form of proxy to a shareholder under section 165; but

  • (b) does not include

    • (i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,

    • (ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,

    • (iii) the sending by an intermediary of the documents referred to in section 169,

    • (iv) a solicitation by a person in respect of investment shares of which they are the beneficial owner,

    • (v) a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision,

    • (vi) a communication for the purposes of obtaining the number of investment shares required for a proposal under subsection 58(2.1), or

    • (vii) a communication, other than a solicitation by or on behalf of the management of the cooperative, that is made to shareholders, in any circumstances that may be prescribed. (sollicitation)

  solicitation by or on behalf of the management of a cooperative

  solicitation by or on behalf of the management of a cooperative means a solicitation by a person pursuant to a resolution or instructions of, or with the acquiescence of, the directors or a committee of directors. (sollicitation effectuée par la direction ou pour son compte)

• Marginal note:Membership and membership shares excluded

  (2) This Part does not apply to a member or membership shares, but a member who is a shareholder may exercise the rights given to a shareholder by this Part for all investment shares held.

Marginal note:Appointing proxyholder

• 164 (1) A shareholder who is entitled to vote at a meeting of shareholders may appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.

• Marginal note:Execution or signature of proxy

  (2) For a proxy to be valid, it must be executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing.

• Marginal note:Validity of proxy

  (3) A proxy is valid only at the meeting in respect of which it is given or at any adjournment of that meeting.

• Marginal note:Revocation of proxy

  (4) A shareholder may revoke a proxy

  • (a) by depositing a document in writing executed or, in Quebec, signed by the shareholder or by their personal representative authorized in writing

    • (i) at the registered office of the cooperative at any time up to and including the last business day before the day of the meeting or adjournment at which the proxy is to be used, or

    • (ii) with the chairperson of the meeting on the day of the meeting or adjournment; or

  • (b) in any other manner permitted by law.

• Marginal note:Deposit of proxies

  (5) The directors may specify in a notice calling a meeting of shareholders a time not more than 48 hours, excluding Saturdays and holidays, before the meeting or adjournment before which time proxies to be used at the meeting must be deposited with the cooperative or its agent or mandatary.

Marginal note:Mandatory solicitation

• 165 (1) Subject to subsection (2), the management of a cooperative shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder who is entitled to receive notice of the meeting.

• Marginal note:Exception

  (2) The management of a cooperative is not required to send a form of proxy under subsection (1) if

  • (a) it is not a distributing cooperative; and

  • (b) it has fifty or fewer shareholders entitled to vote at a meeting, two or more joint holders being counted as one shareholder.

Marginal note:Soliciting proxies

• 166 (1) No person may solicit a proxy unless the applicable circular described in subsection (2) is sent to the auditor of the cooperative, to each shareholder whose proxy is solicited, to each director and, if paragraph (2)(b) applies, to the cooperative.

• Marginal note:Circulars

  (2) The circular that is to be sent under subsection (1) is

  • (a) in the case of solicitation by or on behalf of the management of a cooperative, a management proxy circular in the prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting; and

  • (b) in the case of any other solicitation, a dissident’s proxy circular in the prescribed form stating the purposes of the solicitation.

• Marginal note:Copy to Director

  (3) When a management proxy circular or dissident’s proxy circular is sent, a copy of it must be sent to the Director together with a statement in the prescribed form and a copy of any notice of meeting, form of proxy and any other documents for use in connection with the meeting.

• Marginal note:Solicitation to fifteen or fewer shareholders

  (4) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the cooperative, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder.

• Marginal note:Solicitation by public broadcast

  (4.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the cooperative, without sending a dissident’s proxy circular, if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

• Marginal note:When all shareholders are members

  (5) A management proxy circular need not be sent

  • (a) if all the shareholders of a cooperative are members; and

  • (b) if management has sent to the shareholders substantially the same information as that required to be sent in the circular, not less than twenty-one days or more than sixty days before the meeting at which the vote to which the circular relates is to be held.

Marginal note:Exemption

• 167 (1) On the application of any interested person, the Director may exempt, on any terms that the Director thinks fit, the person from any of the requirements of section 165 or subsection 166(1) or 169(1). The exemption may have retroactive effect.

• (2) [Repealed, 2018, c. 8, s. 62]

Marginal note:Attendance at meeting

• 168 (1) An individual who solicits a proxy and is appointed proxyholder shall attend the meeting in respect of which the proxy is given in person, or cause an alternate proxyholder to attend it, and shall comply with the directions of the shareholder who appointed the proxyholder.

• Marginal note:Rights of a proxyholder

  (2) A proxyholder or an alternate proxyholder has the same rights as the shareholder who appointed the proxyholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except if the proxyholder or alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by a show of hands.

• Marginal note:Show of hands

  (3) Despite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders present in person or represented by proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot,

  • (a) the chairperson may conduct the vote in respect of that matter or group of matters by a show of hands; and

  • (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by a show of hands.

Marginal note:Duty of intermediary

• 169 (1) Shares of a cooperative that are registered in the name of an intermediary or a nominee of an intermediary and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, management proxy circular, dissident’s proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for those instructions.

• Marginal note:Restriction on voting

  (2) An intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.

• Marginal note:Copies

  (3) A person by or on behalf of whom a solicitation is made must provide, at the request of an intermediary, without delay, to the intermediary at the person’s expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions.

• Marginal note:Instructions to intermediary

  (4) An intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.

• Marginal note:Beneficial owner as proxyholder

  (5) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.

• Marginal note:Validity

  (6) The failure of an intermediary to comply with this section does not render null or void any meeting of shareholders or any action taken at the meeting.

• Marginal note:Limitation

  (7) Nothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting.

Marginal note:Restraining order

• 170 (1) If a form of proxy, management proxy circular or dissident’s proxy circular contains an untrue statement of a material fact or omits to state a material fact required in it or necessary to make a statement contained in it not misleading in the light of the circumstances in which it was made, the Director or any other interested person may apply to a court and the court may make any order it thinks fit, including

  • (a) an order restraining the solicitation or the holding of the meeting, or restraining any person from implementing or acting on a resolution passed at the meeting to which the form of proxy, management proxy circular or dissident’s proxy circular relates;

  • (b) an order requiring correction of any form of proxy or proxy circular and a further solicitation; and

  • (c) an order adjourning the meeting.

• Marginal note:Notice to Director

  (2) An applicant under this section must give the Director notice of the application and the Director is entitled to appear and to be heard in person or by counsel.

PART 10Insider Trading

Marginal note:Interpretation

• 171 (1) The definitions in this subsection apply in this Part.

  business combination

  business combination means an acquisition of all or substantially all the property of one entity by another, or an amalgamation of two or more entities, or any similar reorganization between or among two or more entities. (regroupement d’entreprises)

  insider

  insider means, except in section 173,

  • (a) a director or officer of a distributing cooperative;

  • (b) a director or officer of a subsidiary of a distributing cooperative;

  • (c) a director or officer of an entity that enters into a business combination with a distributing cooperative; and

  • (d) a person employed or retained by a distributing cooperative. (initié)

  officer

  officer means the chairperson of the board of directors, president, vice-president, secretary, treasurer, comptroller, general counsel, general manager, managing director, or any other individual who performs functions for an entity similar to those normally performed by an individual occupying any of those offices. (dirigeant)

  share

  share means an investment share that carries voting rights under the articles or in the circumstances in which voting rights are exercisable with respect to it under this Act, and includes

  • (a) a security currently convertible into such an investment share; and

  • (b) currently exercisable options and rights to acquire such an investment share or such a convertible security. (part)

• Marginal note:Further interpretation

  (2) For the purposes of this Part,

  • (a) a director or an officer of an entity that beneficially owns, directly or indirectly, shares of a distributing cooperative, or that exercises control or direction over shares of the distributing cooperative, or that has a combination of any such ownership, control and direction, carrying more than the prescribed percentage of voting rights attached to all of the outstanding shares of the distributing cooperative not including shares held by the entity as underwriter while those shares are in the course of a distribution to the public is deemed to be an insider of the distributing cooperative;

  • (b) a director or an officer of an entity, or an individual acting in a similar capacity, that is a subsidiary is deemed to be an insider of its holding distributing cooperative;

  • (c) a person is deemed to beneficially own shares beneficially owned by an entity controlled by them directly or indirectly;

  • (d) an entity is deemed to beneficially own shares beneficially owned by its affiliates; and

  • (e) the acquisition or disposition by an insider of an option or right to acquire a share is deemed to be a change in the beneficial ownership of the share to which the option or right to acquire relates.

• Marginal note:Membership shares

  (3) For the purposes of this Part, the sale of membership shares to members or the making of a member loan to a cooperative is not a distribution to the public.

• (4) [Repealed, 2001, c. 14, s. 191]