PART VIICorporate Governance (continued)
Members and Shareholders (continued)
Marginal note:Quorum — members
155 (1) Unless the by-laws otherwise provide, a quorum is present at a meeting of members if members holding a majority of the voting rights that may be exercised at the meeting are represented by a personal representative or delegate.
Marginal note:Quorum — shareholders
(2) 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.
(3) If a quorum is present at the opening of a meeting of members or shareholders, the members or 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.
(4) If a quorum is not present at the opening of a meeting of members or shareholders, the members or shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.
Marginal note:One shareholder meeting
156 If an association 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
157 Where a share of an association entitles the holder thereof to vote at a meeting, that share entitles the shareholder to one vote at the meeting.
Marginal note:Representative shareholder
158 (1) Subject to subsection 42(2), if an entity is a member or shareholder of an association, the association 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 members or shareholders.
(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 member or a shareholder.
Marginal note:Joint shareholders
159 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting 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
160 (1) Unless the by-laws otherwise provide, voting at a meeting of members or shareholders shall take place by show of hands except when a ballot is demanded by a person entitled to vote at the meeting.
(2) A person entitled to vote 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 association 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 members or shareholders under subsection 143(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the association has made available for that purpose.
Marginal note:Voting by mail
(5) The by-laws of an association may, subject to the regulations and any conditions set out in the by-laws, allow members to vote by mail.
(6) The Governor in Council may make regulations
(a) respecting the manner of and conditions for voting at a meeting of members or shareholders by means of a telephonic, electronic or other communication facility;
(b) respecting voting by mail; and
(c) requiring the approval by the Superintendent of a by-law made under subsection (5).
- 1991, c. 48, s. 160
- 2005, c. 54, s. 162
Marginal note:Resolution in lieu of meeting
161 (1) Except where a written statement is submitted by a director under section 181 or by an auditor under subsection 305(1),
(a) a resolution in writing signed by all the persons entitled to vote on that resolution at a meeting of members or shareholders is as valid as if it had been passed at such a meeting; and
(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of members or shareholders, and signed by all the persons entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings.
Marginal note:Filing resolution
(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings.
(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. 48, s. 161
- 2005, c. 54, s. 163
Marginal note:Requisitioned meeting
162 (1) Two or more members of an association who together hold not less than 5 per cent of the voting rights that members of the association have by virtue of membership in the association, may requisition the directors to call a meeting of the members of the association for the purposes stated in the requisition.
(2) Two or more shareholders who together hold not less than 5 per cent of the issued and outstanding shares of an association that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders of the association for the purposes stated in the requisition.
(3) A requisition referred to in subsection (1) or (2)
(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 association; and
(b) may consist of several documents of like form, each signed by one or more members or shareholders.
Marginal note:Directors calling meeting
(4) On receipt of a requisition referred to in subsection (1) or (2), the directors shall call a meeting to transact the business stated in the requisition, unless
(a) a record date has been fixed under paragraph 145(1)(b) and notice of it has been given under subsection 145(3);
(b) the directors have called a meeting and have given notice thereof under section 146; or
(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 152(3)(b) to (e).
Marginal note:Members or shareholders calling meeting
(5) If the directors do not call a meeting within twenty-one days after receiving the requisition referred to in subsection (1) or (2), any member or shareholder who signed the requisition may call the meeting.
(6) 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.
(7) Unless the members or shareholders otherwise resolve at a meeting called under subsection (5), the association shall reimburse the members or shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
- 1991, c. 48, s. 162
- 2005, c. 54, s. 164
Marginal note:Court may order meeting to be called
163 (1) A court may, on the application of a director, a person who is entitled to vote at a meeting 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 duly called, held and conducted.
- 1991, c. 48, s. 163
- 2005, c. 54, s. 165
Marginal note:Court review of election
164 (1) An association or a member, shareholder or director of an association may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the association.
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 association until a new election is held or the new appointment is made;
(d) an order determining the voting rights of members and persons claiming to be members; and
(e) an order determining the voting rights of shareholders and of persons claiming to own shares.
Marginal note:Notice to Superintendent
165 (1) A person who makes an application under subsection 163(1) or 164(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
166 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.
166.01 The definitions in this section apply in this section and in sections 166.02 to 166.08.
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, 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. 166]
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 166.04,
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 166.07, 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 an association
solicitation by or on behalf of the management of an association 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 association. (sollicitation effectuée par la direction d’une association ou pour son compte)
- 1997, c. 15, s. 120
- 2005, c. 54, s. 166
Marginal note:Appointing proxyholder
166.02 (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 152(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 association 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. 120
- Date modified: