PART VICorporate Governance (continued)
Marginal note:Resolution in lieu of meeting
155 (1) Except where a written statement is submitted by a director under section 178 or by an auditor under subsection 326(1),
(a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and
(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders.
Marginal note:Filing resolution
(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.
(3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.
- 1991, c. 45, s. 155
- 2005, c. 54, s. 389
Marginal note:Requisitioned meeting
156 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.
(2) A requisition referred to in subsection (1)
(a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the company; and
(b) may consist of several documents of like form, each signed by one or more shareholders.
Marginal note:Directors calling meeting
(3) On receipt of a requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless
(a) a record date has been fixed under paragraph 140(5)(c) and notice of it has been given under subsection 140(7);
(b) the directors have called a meeting of shareholders and have given notice thereof under section 141; or
(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 146(5)(b) to (e).
Marginal note:Shareholders’ power
(4) If the directors do not call a meeting within twenty-one days after receiving the requisition referred to in subsection (1), any shareholder who signed the requisition may call the meeting.
(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.
(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
- 1991, c. 45, s. 156
- 2005, c. 54, s. 390
Marginal note:Court may order meeting to be called
157 (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if
(a) it is impracticable to call the meeting within the time or in the manner in which it is to be called;
(b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or
(c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason.
Marginal note:Varying quorum
(2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.
Marginal note:Valid meeting
(3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the company duly called, held and conducted.
- 1991, c. 45, s. 157
- 2005, c. 54, s. 391
Marginal note:Court review of election
158 (1) A company or a shareholder or director of a company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the company.
Marginal note:Powers of court
(2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing,
(a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;
(b) an order declaring the result of the disputed election or appointment;
(c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the company until a new election is held or the new appointment is made; and
(d) an order determining the voting rights of shareholders and of persons claiming to own shares.
Marginal note:Notice to Superintendent
159 (1) A person who makes an application under subsection 157(1) or 158(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent.
Marginal note:Superintendent representation
(2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).
Marginal note:Pooling agreement
160 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.
160.01 The definitions in this section apply in this section and in sections 160.02 to 160.08.
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, association within the meaning of section 2 of the Cooperative Credit Associations Act, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer;
(e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan that is 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 performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security. (intermédiaire)
registrant[Repealed, 2005, c. 54, s. 392]
solicit or solicitation includes
(a) a request for a proxy, whether or not accompanied by or included in a form of proxy,
(b) a request to execute or not to execute a form of proxy or to revoke a proxy,
(c) 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
(d) the sending of a form of proxy to a shareholder under section 160.04,
but does not include
(e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,
(f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
(g) the sending by a registrant of the documents referred to in section 160.07, or
(h) a solicitation by a person in respect of shares of which that person is the beneficial owner. (sollicitation)
- solicitation by or on behalf of the management of a company
solicitation by or on behalf of the management of a company means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the company. (sollicitation effectuée par la direction d’une société ou pour son compte)
- 1997, c. 15, s. 348
- 2005, c. 54, s. 392
Marginal note:Appointing proxyholder
160.02 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, 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 of proxy
(2) A form of proxy shall be executed by a shareholder or by a shareholder’s attorney authorized in writing to do so.
Marginal note:Limit on authority
(3) No appointment of a proxyholder provides authority for the proxyholder to act in respect of the appointment of an auditor or the election of a director unless a nominee proposed in good faith for the appointment or election is named in the form of proxy, a management proxy circular, a dissident’s proxy circular or a proposal under subsection 146(1).
Marginal note:Required information
(4) A form of proxy must indicate, in bold-face type, that the shareholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder may do so.
Marginal note:Validity of proxy
(5) A proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment.
Marginal note:Revocation of proxy
(6) A shareholder may revoke a proxy
(a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so
(i) at the head office of the company at any time up to and including the last business day before the day of a meeting, or a continuation of the meeting after an adjournment, at which the proxy is to be used, or
(ii) with the chairperson of the meeting on the day of the meeting or a continuation of the meeting after an adjournment; or
(b) in any other manner permitted by law.
- 1997, c. 15, s. 348
Marginal note:Deposit of proxies
160.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. The time specified must not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting.
- 1997, c. 15, s. 348
Marginal note:Mandatory solicitation
160.04 (1) Subject to subsections (2) and 143(2), the management of a company shall, concurrently with sending notice of a meeting of shareholders, send a form of proxy that is in accordance with the regulations to each shareholder entitled to receive notice of the meeting.
(2) The management of a company is not required to send a form of proxy under subsection (1) if the company
(a) is not a distributing company; and
(b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.
- 1997, c. 15, s. 348
- 2005, c. 54, s. 393
- 2022, c. 10, s. 220
Marginal note:Soliciting proxies
160.05 (1) A person shall not solicit proxies unless a proxy circular that is in accordance with the regulations is sent to the auditor of the company, to each shareholder whose proxy is solicited and, in the case set out in paragraph (b), to the company as follows:
(a) in the case of solicitation by or on behalf of the management of a company, a management proxy circular, 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 stating the purposes of the solicitation.
Marginal note:Exception — solicitation to 15 or fewer shareholders
(1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the company, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, two or more joint holders being counted as one shareholder.
Marginal note:Exception — solicitation by public broadcast
(1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the company, without sending a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.
Marginal note:Copy to Superintendent
(2) A person who sends a management proxy circular or dissident’s proxy circular shall concurrently send to the Superintendent a copy of it together with the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.
Marginal note:Exemption by Superintendent
(3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 160.04, and the exemption may be given retroactive effect.
(4) The Superintendent shall publish in a publication generally available to the public, a notice of a decision made by the Superintendent granting an exemption under subsection (3).
- 1997, c. 15, s. 348
- 2022, c. 10, s. 221
- Date modified: