S-31.1, r. 2 - Regulation respecting shareholder proposals

Updated to 1 October 2024

This document has official status.

chapter S-31.1, r. 2

Regulation respecting shareholder proposals

Business Corporations Act

(chapter S-31.1, ss. 194 , 197, 200 , 201, 203, 489).

1. A shareholder or beneficiary may not, under section 194 of the Business Corporations Act (chapter S-31.1), present more than 5 proposals for a shareholders meeting.

O.C. 909-2010, s. 1.

2. The period referred to in the first paragraph of section 195 of the Business Corporations Act (chapter S-31.1) is 6 months before the day on which the proposal is submitted; the number and value of the outstanding shares referred to in that paragraph are 1% and $2,000, respectively.

The shares are appraised at their fair market value.

O.C. 909-2010, s. 2.

3. The proposal and the attached statement must together not exceed 500 words.

O.C. 909-2010, s. 3.

4. The period referred to in paragraph 1 of section 200 of the Business Corporations Act (chapter S-31.1) is 90 days before the expiry of 1 year after the date of the notice of meeting for the last annual meeting sent to the shareholders.

The period referred to in paragraph 4 of that section is 2 years.

The period referred to in paragraph 5 of that section is 5 years; the minimum amount of support referred to in that paragraph is, as the case may be,

(a)  3% of the total number of shares whose voting right was exercised, if the proposal was presented at only one annual shareholders meeting;

(b)  6% of the total number of shares whose voting right was exercised during the last presentation of the proposal to the holders, if the proposal was presented at 2 annual shareholders meetings;

(c)  10% of the total number of shares whose voting right was exercised during the last presentation of the proposal to the holders, if the proposal was presented at at least 3 annual shareholders meetings.

O.C. 909-2010, s. 4.

5. The period referred to in section 201 of the Business Corporations Act (chapter S-31.1) is 2 years after the meeting referred to in that section was held.

O.C. 909-2010, s. 5.

6. The period referred to in section 203 of the Business Corporations Act (chapter S-31.1) is 21 days as of the receipt of the proposal.

O.C. 909-2010, s. 6.

7. (Omitted).

O.C. 909-2010, s. 7.

REFERENCES

O.C. 909-2010, 2010 G.O. 2, 2959