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Trust and Loan Companies Act (S.C. 1991, c. 45)

Act current to 2022-07-13 and last amended on 2022-06-23. Previous Versions

PART VICorporate Governance (continued)

Shareholders (continued)

Marginal note:Notice of meeting

  •  (1) Notice of the time and place of a meeting of shareholders of a company shall be sent within the prescribed period to

    • (a) each shareholder entitled to vote at the meeting;

    • (b) each director;

    • (c) the auditor of the company; and

    • (d) the Superintendent.

  • Marginal note:Exception

    (1.01) In the case of a company that is not a distributing company, notice may be sent within any shorter period specified in its by-laws.

  • Marginal note:Publication in newspaper

    (2) In addition to the notice required under subsection (1), where any class of shares of a company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of a meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in general circulation in the place where the head office of the company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded.

  • 1991, c. 45, s. 141
  • 2005, c. 54, s. 383

Marginal note:Notice not required

  •  (1) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the company or the company’s transfer agent on the record date fixed under paragraph 140(5)(c) or determined under paragraph 140(6)(a).

  • Marginal note:Effect of default

    (2) Failure to receive a notice of a meeting of shareholders does not deprive a shareholder of the right to vote at the meeting.

  • 1991, c. 45, s. 142
  • 2005, c. 54, s. 384

Marginal note:Notice of adjourned meeting

  •  (1) If a meeting of shareholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

  • Marginal note:Notice of continuation of meeting

    (2) If a meeting of shareholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 160.04(1) does not apply.

  • 1991, c. 45, s. 143
  • 1997, c. 15, s. 346

Marginal note:Special business

  •  (1) All matters dealt with at a special meeting of shareholders and all matters dealt with at an annual meeting of shareholders, except consideration of the financial statements, auditor’s report, election of directors, remuneration of directors and reappointment of the incumbent auditor, are deemed to be special business.

  • Marginal note:Notice of special business

    (2) Notice of a meeting of shareholders at which special business is to be transacted must

    • (a) state the nature of the special business in sufficient detail to permit a shareholder to form a reasoned judgment thereon; and

    • (b) contain the text of any special resolution to be submitted to the meeting.

Marginal note:Waiver of notice

  •  (1) A shareholder and any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders.

  • Marginal note:Idem

    (2) Attendance at a meeting of shareholders is a waiver of notice of the meeting, except when a person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

  • 1991, c. 45, s. 145
  • 2001, c. 9, s. 495(F)

Marginal note:Proposals

  •  (1) Subject to subsections (1.1) and (1.2), a registered holder or beneficial owner of shares that may be voted at an annual meeting of shareholders may

    • (a) submit to the company notice of any matter that they propose to raise at the meeting (in this section and section 147 referred to as a “proposal”); and

    • (b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal.

  • Marginal note:Eligibility to submit proposal

    (1.1) To be eligible to submit a proposal a person shall

    • (a) for at least the prescribed period be the registered holder or beneficial owner of at least the prescribed number of the company’s outstanding shares; or

    • (b) have the support of persons who, in the aggregate and including or not including the person who submits the proposal, have for at least the prescribed period been the registered holders or beneficial owners of at least the prescribed number of the company’s outstanding shares.

  • Marginal note:Information to be provided

    (1.2) A proposal is to be accompanied by the following information:

    • (a) the name and address of the person submitting the proposal and the names and addresses of their supporters, if any; and

    • (b) the number of shares held or owned by the person and their supporters, if any, and the date that the shares were acquired.

  • Marginal note:Information not part of proposal

    (1.3) The information provided under subsection (1.2) does not form part of a proposal or of the supporting statement referred to in subsection (3) and is not to be included for the purpose of the prescribed maximum number of words referred to in subsection (3).

  • Marginal note:Proof may be required

    (1.4) If the company requests within the prescribed period that a person provide proof that they are eligible to submit a proposal, the person shall within the prescribed period provide proof that they meet the requirements of subsection (1.1).

  • Marginal note:Management proxy

    (2) A company that solicits proxies shall, in the management proxy circular required by subsection 160.05(1), set out any proposal of a shareholder submitted for consideration at a meeting of shareholders or attach the proposal to the management proxy circular.

  • Marginal note:Supporting statement

    (3) At the request of the person who submits a proposal, the company shall set out in the management proxy circular or attach to it the person’s statement in support of the proposal and their name and address. The statement and proposal together are not to exceed the prescribed maximum number of words.

  • Marginal note:Nomination of directors

    (4) A proposal may include nominations for the election of directors if it is signed by one or more registered holders or beneficial owners of shares representing in the aggregate not less than 5% of the shares of the company or 5% of the shares of a class of its shares entitled to vote at the meeting at which the proposal is to be presented.

  • Marginal note:Exemption

    (5) A company is not required to comply with subsections (2) and (3) if

    • (a) the proposal is not submitted to the company at least the prescribed number of days before the anniversary date of the notice of meeting that was sent to shareholders in respect of the previous annual meeting of shareholders;

    • (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal griev­ance against the company or its directors, officers or security holders;

    • (b.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the company;

    • (c) the person submitting the proposal failed within the prescribed period before the company receives their proposal to present, in person or by proxy, at a meeting of shareholders a proposal that at their request had been set out in or attached to a management proxy circular;

    • (d) substantially the same proposal was set out in or attached to a management proxy circular or dissident’s proxy circular relating to, and presented to shareholders at, a meeting of shareholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or

    • (e) the rights conferred by subsections (1) to (4) are being abused to secure publicity.

  • Marginal note:Company may refuse to include proposal

    (5.1) If a person who submits a proposal fails to continue to hold or own shares in accordance with paragraph (1.1)(a) or, as the case may be, does not continue to have the support of persons who are in the aggregate the registered holders or beneficial owners of the prescribed number of shares in accordance with paragraph (1.1)(b) until the end of the meeting, the company is not required to set out any proposal submitted by that person in or attach it to a management proxy circular for any meeting held within the prescribed period after the day of the meeting.

  • Marginal note:Immunity for proposal and statement

    (6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3).

  • 1991, c. 45, s. 146
  • 1997, c. 15, s. 347
  • 2005, c. 54, s. 385

Marginal note:Notice of refusal

  •  (1) If a company refuses to include a proposal in a management proxy circular, it shall in writing notify the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 146(1.4), the day on which it receives the proof.

  • Marginal note:Application to court

    (2) On the application of a person submitting a proposal who claims to be aggrieved by a company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.

  • Marginal note:Idem

    (3) A company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the company to omit the proposal from the management proxy circular, and the court, if it is satisfied that subsection 146(5) applies, may make such order as it thinks fit.

  • Marginal note:Notice to Superintendent

    (4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel.

  • 1991, c. 45, s. 147
  • 2005, c. 54, s. 386

Marginal note:List of shareholders entitled to notice

  •  (1) A company shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder

    • (a) if a record date is fixed under paragraph 140(5)(c), no later than 10 days after that date; and

    • (b) if no record date is fixed, on the record date determined under paragraph 140(6)(a).

  • Marginal note:Voting list

    (2) The company shall prepare an alphabet­ical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder

    • (a) if a record date is fixed under paragraph 140(5)(d), no later than 10 days after that date; and

    • (b) if no record date is fixed under paragraph 140(5)(d), no later than 10 days after a record date is fixed under paragraph 140(5)(c) or no later than the record date determined under paragraph 140(6)(a), as the case may be.

  • Marginal note:Entitlement to vote

    (3) A shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name.

  • Marginal note:Examination of list

    (4) A shareholder may examine the list of shareholders

    • (a) during usual business hours at the head office of the company or at the place where its central securities register is maintained; and

    • (b) at the meeting of shareholders for which the list was prepared.

  • 1991, c. 45, s. 148
  • 2001, c. 9, s. 496
  • 2005, c. 54, s. 387

Marginal note:Quorum

  •  (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders.

  • Marginal note:Idem

    (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

  • Marginal note:Idem

    (3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.

Marginal note:One shareholder meeting

 If a company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.

Marginal note:One share — one vote

  •  (1) Where a share of a company entitles the holder thereof to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.

  • Marginal note:Exception

    (2) Notwithstanding subsection (1), a share of a former-Act company issued

    • (a) on or before September 27, 1990 that entitled the holder to more than one vote, or to a fraction of a vote, at a meeting of shareholders in respect of that share, or

    • (b) after September 27, 1990 pursuant to the conversion of a security of the former-Act company that was issued with such conversion privilege prior to that date

    continues to entitle that holder or any subsequent holder of the share to exercise such voting rights.

Marginal note:Representative shareholder

  •  (1) If an entity is a shareholder of a company, the company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders of the company.

  • Marginal note:Idem

    (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if it were a natural person as well as a shareholder.

Marginal note:Joint shareholders

 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.

Marginal note:Voting by hands or ballot

  •  (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall take place by show of hands except when a ballot is demanded by either a shareholder or proxyholder entitled to vote at the meeting.

  • Marginal note:Ballot

    (2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.

  • Marginal note:Electronic voting

    (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the company makes one available.

  • Marginal note:Voting while participating electronically

    (4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders under subsection 139(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose.

  • Marginal note:Regulations

    (5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders by means of a telephonic, electronic or other communication facility.

  • 1991, c. 45, s. 154
  • 2005, c. 54, s. 388
 
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