Canada Business Corporations Act (R.S.C., 1985, c. C-44)

PART XIIShareholders

Marginal note:Place of meetings

• 132 (1) Meetings of shareholders of a corporation shall be held at the place within Canada provided in the by-laws or, in the absence of such provision, at the place within Canada that the directors determine.

• Marginal note:Meeting outside Canada

  (2) Despite subsection (1), a meeting of shareholders of a corporation may be held at a place outside Canada if the place is specified in the articles or all the shareholders entitled to vote at the meeting agree that the meeting is to be held at that place.

• Marginal note:Exception

  (3) A shareholder who attends a meeting of shareholders held outside Canada is deemed to have agreed to it being held outside Canada except when the shareholder attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

• Marginal note:Participation in meeting by electronic means

  (4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of shareholders may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of this Act to be present at the meeting.

• Marginal note:Meeting held by electronic means

  (5) If the directors or the shareholders of a corporation call a meeting of shareholders pursuant to this Act, those directors or shareholders, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the by-laws so provide.

Marginal note:Calling annual meetings

• 133 (1) The directors of a corporation shall call an annual meeting of shareholders

  • (a) not later than eighteen months after the corporation comes into existence; and

  • (b) subsequently, not later than fifteen months after holding the last preceding annual meeting but no later than six months after the end of the corporation’s preceding financial year.

• Marginal note:Calling special meetings

  (2) The directors of a corporation may at any time call a special meeting of shareholders.

• Marginal note:Order to delay calling of annual meeting

  (3) Despite subsection (1), the corporation may apply to the court for an order extending the time for calling an annual meeting.

Marginal note:Fixing record date

• 134 (1) The directors may, within the prescribed period, fix in advance a date as the record date for the purpose of determining shareholders

  • (a) entitled to receive payment of a dividend;

  • (b) entitled to participate in a liquidation distribution;

  • (c) entitled to receive notice of a meeting of shareholders;

  • (d) entitled to vote at a meeting of shareholders; or

  • (e) for any other purpose.

• Marginal note:No record date fixed

  (2) If no record date is fixed,

  • (a) the record date for the determination of shareholders entitled to receive notice of a meeting of shareholders shall be

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held; and

  • (b) the record date for the determination of shareholders for any purpose other than to establish a shareholder’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating thereto.

• Marginal note:When record date fixed

  (3) If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice of the record date must be given within the prescribed period

  • (a) by advertisement in a newspaper published or distributed in the place where the corporation has its registered office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and

  • (b) by written notice to each stock exchange in Canada on which the shares of the corporation are listed for trading.

• (4) [Repealed, 2001, c. 14, s. 57]

Marginal note:Notice of meeting

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

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

  • (b) each director; and

  • (c) the auditor of the corporation.

• Marginal note:Exception — not a distributing corporation

  (1.1) In the case of a corporation that is not a distributing corporation, the notice may be sent within a shorter period if so specified in the articles or by-laws.

• Marginal note:Exception — shareholders not registered

  (2) A notice of a meeting is not required to be sent to shareholders who were not registered on the records of the corporation or its transfer agent on the record date determined under paragraph 134(1)(c) or subsection 134(2), but failure to receive a notice does not deprive a shareholder of the right to vote at the meeting.

• Marginal note:Adjournment

  (3) 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 adjourned meeting

  (4) If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for an aggregate of more than ninety days, subsection 149(1) does not apply.

• Marginal note:Business

  (5) All business transacted at a special meeting of shareholders and all business transacted at an annual meeting of shareholders, except consideration of the financial statements, auditor’s report, election of directors and re-appointment of the incumbent auditor, is deemed to be special business.

• Marginal note:Notice of business

  (6) Notice of a meeting of shareholders at which special business is to be transacted shall state

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

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

Marginal note:Waiver of notice

136 A shareholder or any other person entitled to attend a meeting of shareholders may in any manner waive notice of a meeting of shareholders, and their attendance at a meeting of shareholders is a waiver of notice of the meeting, except where they attend a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Marginal note:Proposals

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

  • (a) submit to the corporation notice of any matter that the person proposes to raise at the meeting (a “proposal”); and

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

• Marginal note:Persons eligible to make proposals

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

  • (a) must be, for at least the prescribed period, the registered holder or the beneficial owner of at least the prescribed number of outstanding shares of the corporation; or

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

• Marginal note:Information to be provided

  (1.2) A proposal submitted under paragraph (1)(a) must be accompanied by the following information:

  • (a) the name and address of the person and of the person’s supporters, if applicable; and

  • (b) the number of shares held or owned by the person and the person’s supporters, if applicable, and the date 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 the proposal or of the supporting statement referred to in subsection (3) and is not included for the purposes of the prescribed maximum word limit set out in subsection (3).

• Marginal note:Proof may be required

  (1.4) If requested by the corporation within the prescribed period, a person who submits a proposal must provide proof, within the prescribed period, that the person meets the requirements of subsection (1.1).

• Marginal note:Information circular

  (2) A corporation that solicits proxies shall set out the proposal in the management proxy circular required by section 150 or attach the proposal thereto.

• Marginal note:Supporting statement

  (3) If so requested by the person who submits a proposal, the corporation shall include in the management proxy circular or attach to it a statement in support of the proposal by the person and the name and address of the person. The statement and the proposal must together not exceed the prescribed maximum number of words.

• Marginal note:Nomination for director

  (4) A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than five per cent of the shares or five per cent of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.

• Marginal note:Exemptions

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

  • (a) the proposal is not submitted to the corporation within the prescribed period;

  • (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation 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 corporation;

  • (c) not more than the prescribed period before the receipt of a proposal, a person failed to present, in person or by proxy, at a meeting of shareholders, a proposal that at the person’s request, had been included in a management proxy circular relating to the meeting;

  • (d) substantially the same proposal was submitted to shareholders in a management proxy circular or a dissident’s proxy circular relating to a meeting of shareholders held not more than 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 this section are being abused to secure publicity.

• Marginal note:Corporation may refuse to include proposal

  (5.1) If a person who submits a proposal fails to continue to hold or own the number of shares referred to in subsection (1.1) up to and including the day of the meeting, the corporation is not required to set out in the management proxy circular, or attach to it, any proposal submitted by that person for any meeting held within the prescribed period following the date of the meeting.

• Marginal note:Immunity

  (6) No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.

• Marginal note:Notice of refusal

  (7) If a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection (1.4), as the case may be, notify in writing the person submitting the proposal of its intention to omit the proposal from the management proxy circular and of the reasons for the refusal.

• Marginal note:Person may apply to court

  (8) On the application of a person submitting a proposal who claims to be aggrieved by a corporation’s refusal under subsection (7), a court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit.

• Marginal note:Corporation’s application to court

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

• Marginal note:Director entitled to notice

  (10) An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

Marginal note:List of shareholders entitled to receive notice

• 138 (1) A corporation shall prepare an alphabetical list of its 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 134(1)(c), not later than ten days after that date; or

  • (b) if no record date is fixed, on the record date established under paragraph 134(2)(a).

• Marginal note:Voting list — if record date fixed

  (2) If a record date for voting is fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after the record date, an alphabetical list of shareholders entitled to vote as of the record date at a meeting of shareholders that shows the number of shares held by each shareholder.

• Marginal note:Voting list — if no record date fixed

  (3) If a record date for voting is not fixed under paragraph 134(1)(d), the corporation shall prepare, not later than 10 days after the record date that is fixed under paragraph 134(1)(c) or not later than the record date that is established under paragraph 134(2)(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.

• Marginal note:Entitlement to vote

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

• Marginal note:Examination of list

  (4) A shareholder may examine the list of shareholders

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

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