Canada Business Corporations Regulations, 2001 (SOR/2001-512)

Regulations are current to 2014-06-12 and last amended on 2011-01-01. Previous Versions

 For the purpose of subsection 137(3) of the Act, a proposal and a statement in support of it shall together consist of not more than 500 words.

 For the purpose of paragraph 137(5)(a) of the Act, the prescribed number of days for submitting a proposal to the corporation is at least 90 days before the anniversary date.

 For the purpose of paragraph 137(5)(c) of the Act, the prescribed period before the receipt of a proposal is two years.

  •  (1) For the purpose of paragraph 137(5)(d) of the Act, the prescribed minimum amount of support for a shareholder’s proposal is

    • (a) 3% of the total number of shares voted, if the proposal was introduced at an annual meeting of shareholders;

    • (b) 6% of the total number of shares voted at its last submission to shareholders, if the proposal was introduced at two annual meetings of shareholders; and

    • (c) 10% of the total number of shares voted at its last submission to shareholders, if the proposal was introduced at three or more annual meetings of shareholders.

  • (2) For the purpose of paragraph 137(5)(d) of the Act, the prescribed period is five years.

  • SOR/2010-128, s. 15.

 For the purpose of subsection 137(5.1) of the Act, the prescribed period during which the corporation is not required to set out a proposal in a management proxy circular is two years.

 For the purpose of subsection 137(7) of the Act, the prescribed period for giving notice is 21 days after the receipt by the corporation of the proposal or of proof of ownership under subsection 137(1.4) of the Act, as the case may be.

PART 7PROXIES AND PROXY SOLICITATION

Form of Proxy

 For the purpose of subsection 149(1) of the Act, a form of proxy shall be in the form provided for in section 9.4 (Content of Form of Proxy) of NI 51-102.

  • SOR/2008-315, s. 2.

Management Proxy Circular

  •  (1) Subject to subsection (3), a management proxy circular shall be in the form provided for in Form 51-102F5 (Information Circular) of NI 51-102, which form, in the circumstances described in Item 8 of Part 2 of that Form, includes the statement referred to in that Item.

  • (2) A management proxy circular shall also set out the following:

    • (a) the percentage of votes required for the approval of any matter that is to be submitted to a vote of shareholders at the meeting, other than the election of directors;

    • (b) a statement of the right of a shareholder to dissent under section 190 of the Act with respect to any matter to be acted on at the meeting and a brief summary of the procedure to be followed to exercise that right;

    • (c) a statement, signed by a director or an officer of the corporation, that the contents and the sending of the circular have been approved by the directors; and

    • (d) a statement indicating the final date by which the corporation must receive a proposal for the purpose of paragraph 137(5)(a) of the Act.

  • (3) A management proxy circular for a non-distributing corporation is not required to set out the information provided for in Part 1(c) or Item 9, 10 or 16 of Part 2 of Form 51-102F5 (Information Circular) of NI 51-102, or the statement referred to in Item 8 of Part 2 of that Form.

  • SOR/2008-315, s. 2.