Shareholder meetings

Question 1

Annual General Meeting

Answer 1

s133 - intervals

At this meeting, SHs:

1) s106 - elect directors
2) s162 - appoint auditors
3) s 155 - receive financial statements

s 137 - SH can make proposals to be added to meeting agenda

Question 2

Proxy process

Answer 2

s134 - record date - determine who’s eligible to vote - registered owners
s139 - quorum = majority of eligible voting shares, subject to bylaws.
s149 - applicable to public company and private corp with 50+ SH - Corp must send management circular and incl. form of proxy

Question 3

Special meetings

Answer 3

s133 - directors of a corporation may at any time call a special meeting of shareholders.
s143 - Shareholders owning 5% voting power (shares) can call a special meeting of the SHs
- limit on SH power as in Automatic self-cleasing

Question 4

Ordinary and special resolution

Answer 4

Ordinary resolution – majority of votes
- most matters dealt with at AGM require ordinary resolution.

Special resolution – not less than 2/3 of votes (CBCA and OBC)
- most matters dealt with at special meeting require special resolution

Question 5

Place of meeting and quorum

Answer 5

s132 - in Canada as specified by bylaws
s139 - quorum is met by majority of shares present or represented by proxy, or as indicated in bylaw
- Unless required by bylaw, not necessary for the quorum to be present throughout the meeting

Question 6

Notice of meeting and record date

Answer 6

ss 134, 135, 138