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.
Marginal note:Deposit of proxies
166.03 The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the association or its transfer agent. The time specified may not be more than forty-eight hours, excluding Saturdays and holidays, before the meeting or the continued meeting.
- 1997, c. 15, s. 120.
Marginal note:Mandatory solicitation
166.04 (1) Subject to subsection 148(2) and subsection (2), the management of an association shall, concurrently with giving notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting.
(2) The management of an association is not required to send a form of proxy under subsection (1) if the association
(a) is not a distributing association; and
(b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder.
- 1997, c. 15, s. 120;
- 2005, c. 54, s. 167.
- Date modified: