Marginal note:1997, c. 15, s. 187; 1999, c. 1, s. 2

• 231. (1) Subsection 143(1) of the Act is replaced by the following:

  Marginal note:Notice of meeting

  • 143. (1) Notice of the time and place of a meeting of a company’s shareholders or policyholders shall be sent within the prescribed period to

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

    • (b) each policyholder who is determined under subsection (1.4) or (1.6) to be entitled to notice if no business referred to in subparagraphs (c)(i) to (iii) is to be dealt with;

    • (c) each policyholder entitled to vote at the meeting if any of the following business is to be dealt with:

      • (i) authorizing the company to apply to the Minister for approval of a mutualization proposal or amalgamation agreement,

      • (ii) confirming a by-law changing the rights of policyholders to vote at meetings or the province in which the head office of the company is situated, or

      • (iii) approving an agreement setting out the terms and means of effecting the transfer of all or substantially all of the company’s policies or the reinsurance of all or substantially all of the company’s policies;

    • (d) each director;

    • (e) the auditor of the company;

    • (f) the actuary of the company; and

    • (g) the Superintendent.

  • Marginal note:Exception

    (1.001) In the case of a company that is not a distributing company and does not have any policyholders entitled to vote, notice may be sent within any shorter period specified in its by-laws.

• Marginal note:1997, c. 15, s. 187(2)

  (2) Subsection 143(1.6) of the Act is replaced by the following:

  • Marginal note:Notice under second practice

    (1.6) If a company chooses the practice under subsection (1.5), each policyholder entitled to vote at a meeting is entitled to notice under paragraph (1)(b) if, within three years before the record date fixed under subparagraph 142(1)(d)(i) or determined under paragraph 142(3)(a), they complete and return to the company the form referred to in paragraph (1.5)(b) indicating that they want to receive notice or they indicate to the satisfaction of the company that they want to receive notice.

• (3) Subsections 143(4) and (5) of the Act are replaced by the following:

  • Marginal note:Notice not required — shareholders

    (4) 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 subparagraph 142(1)(c)(i) or determined under paragraph 142(2)(a).

  • Marginal note:Notice not required — policyholders

    (5) Notice of a meeting at which business referred to in paragraph (1)(c) is to be dealt with is not required to be sent to policyholders who become policyholders after the record date fixed under subparagraph 142(1)(d)(i) or determined under paragraph 142(3)(a).

• 232. (1) Subsection 147(1) of the Act is replaced by the following:

  Marginal note:Proposals

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

    • (a) submit to the company notice of any matter that they propose to raise at the meeting (in this section and section 148 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;

    • (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; or

    • (c) be a policyholder entitled to vote at an annual meeting of the company’s shareholders and policyholders.

  • Marginal note:Information to be provided

    (1.2) A proposal submitted by a registered holder or beneficial owner 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:1997, c. 15, s. 191; 2001, c. 9, s. 371(F)

  (2) Subsections 147(3) and (4) of the Act are replaced by the following:

  • Marginal note:Supporting statement

    (3) At the request of the person who submits a proposal, the company shall attach to the notice of the meeting 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

    • (a) in the case of nominations for the directors to be elected by shareholders, 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; and

    • (b) in the case of nominations for the directors to be elected by policyholders, the lesser of 250 policyholders and 1% of the policyholders who are entitled to vote at the meeting.

• (3) Paragraphs 147(5)(a) to (e) of the Act are replaced by the following:

  • (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 and policyholders in respect of the previous annual meeting of shareholders and policyholders;

  • (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 or policyholders a proposal that at their request had been attached to a notice of meeting;

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

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

• (4) Section 147 of the Act is amended by adding the following after subsection (5):

  • 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 attach any proposal submitted by that person to a notice of meeting for any meeting held within the prescribed period after the day of the meeting.

• 233. (1) Subsections 148(1) and (2) of the Act are replaced by the following:

  Marginal note:Notice of refusal

  • 148. (1) If a company refuses to attach a proposal to a notice of a meeting, it shall in writing notify the person submitting the proposal of its intention not to attach the proposal to the notice of the meeting 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 147(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.

• (2) Subsection 148(3) of the French version of the Act is replaced by the following:

  • Marginal note:Demande de la société

    (3) La société ou toute personne qui prétend qu’une proposition lui cause un préjudice peut demander au tribunal une ordonnance autorisant la société à ne pas l’annexer à l’avis de l’assemblée; le tribunal, s’il est convaincu que le paragraphe 147(5) s’applique, peut rendre en l’espèce la décision qu’il estime pertinente.

Marginal note:1997, c. 15, s. 192; 1999, c. 1, s. 3

• 234. (1) Subsections 149(1) to (3) of the Act are replaced by the following:

  Marginal note:Lists of shareholders and policyholders

  • 149. (1) A company shall prepare an alphabetical list

    • (a) of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder

      • (i) if a record date is fixed under subparagraph 142(1)(c)(i), no later than 10 days after that date, and

      • (ii) if no record date is fixed, on the record date determined under paragraph 142(2)(a); and

    • (b) of policyholders entitled to vote at a meeting

      • (i) if a record date is fixed under subparagraph 142(1)(d)(ii), no later than the day on which the meeting is held, and

      • (ii) if no record date is fixed, on the record date determined under paragraph 142(3)(b).

  • Marginal note:Shareholder voting list

    (1.1) 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 subparagraph 142(1)(c)(ii), no later than 10 days after that date; and

    • (b) if no record date is fixed under subparagraph 142(1)(c)(ii), no later than 10 days after a record date is fixed under subparagraph 142(1)(c)(i) or no later than the record date determined under paragraph 142(2)(a), as the case may be.

  • Marginal note:Entitlement to vote — shareholders

    (2) Subject to section 164.08, a shareholder whose name appears on a list prepared under subsection (1.1) is entitled to vote the shares shown opposite their name.

  • Marginal note:Entitlement to vote — policyholders

    (3) A policyholder whose name appears on a list prepared under paragraph (1)(b) is entitled to vote at the meeting to which the list relates.

• (2) The portion of subsection 149(4) of the Act before paragraph (a) is replaced by the following:

  • Marginal note:Examination of shareholder list

    (4) A shareholder or policyholder may examine the list of shareholders