Acts and Regulations

B-9.1 - Business Corporations Act

Section 89
Disposition versions

Full text
Shareholders proposals
89(1)A shareholder entitled to vote at an annual meeting of shareholders may
(a) submit to the corporation notice of any matter that he proposes to raise at the meeting, hereinafter referred to as a “proposal”; and
(b) discuss at the meeting any matter in respect of which he would have been entitled to submit a proposal.
89(2)A corporation shall set out the proposal in the notice of meeting required by section 87 or attach the proposal thereto.
89(3)If so requested by the shareholder, the corporation shall include in the notice of meeting or attach thereto a statement by the shareholder of not more than five hundred words in support of the proposal, and the name and address of the shareholder.
89(4)A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than ten percent of the shares or ten percent of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.
89(5)A corporation is not required to comply with subsections (2) and (3)
(a) if the proposal is not submitted to the corporation at least 90 days before the anniversary date of the notice of meeting that was sent to shareholders in connection with the previous annual meeting of shareholders;
(b) if it appears to the directors that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the corporation or its directors, officers or shareholders, or for a purpose that is not related in any significant way to the business or affairs of the corporation;
(c) if the corporation, at the shareholder’s request, included a proposal in a notice of meeting relating to a meeting of shareholders held within two years preceding the receipt of such request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;
(d) if substantially the same proposal was submitted to shareholders in a notice of meeting relating to a meeting of shareholders held within two years preceding the receipt of the shareholder’s request and the proposal was defeated; or
(e) if the rights conferred by this section are being abused to secure publicity.
89(6)No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.
89(7)If a corporation refuses to include a proposal in a notice of meeting, the corporation shall, within ten days after receiving the proposal, notify the shareholder submitting the proposal of its intention to omit the proposal from the notice of meeting and send to him a statement of the reasons for the refusal.
89(8)Upon the application of a shareholder claiming to be aggrieved by a corporation’s refusal under subsection (7), the Court may restrain the holding of the meeting to which the proposal is sought to be presented and make any other or further order it thinks fit.
89(9)The corporation or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the corporation to omit the proposal from the notice of meeting, and the Court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.
89(10)An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.
2023, c.2, s.64; 2023, c.2, s.155
Shareholders proposals
89(1)A shareholder entitled to vote at an annual meeting of shareholders may
(a) submit to the corporation notice of any matter that he proposes to raise at the meeting, hereinafter referred to as a “proposal”; and
(b) discuss at the meeting any matter in respect of which he would have been entitled to submit a proposal.
89(2)A corporation shall set out the proposal in the notice of meeting required by section 87 or attach the proposal thereto.
89(3)If so requested by the shareholder, the corporation shall include in the notice of meeting or attach thereto a statement by the shareholder of not more than two hundred words in support of the proposal, and the name and address of the shareholder.
89(4)A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than ten percent of the shares or ten percent of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.
89(5)A corporation is not required to comply with subsections (2) and (3)
(a) if the proposal is not submitted to the corporation at least ninety days before the anniversary date of the previous annual meeting of shareholders;
(b) if it appears to the directors that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the corporation or its directors, officers or shareholders, or for a purpose that is not related in any significant way to the business or affairs of the corporation;
(c) if the corporation, at the shareholder’s request, included a proposal in a notice of meeting relating to a meeting of shareholders held within two years preceding the receipt of such request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;
(d) if substantially the same proposal was submitted to shareholders in a notice of meeting relating to a meeting of shareholders held within two years preceding the receipt of the shareholder’s request and the proposal was defeated; or
(e) if the rights conferred by this section are being abused to secure publicity.
89(6)No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.
89(7)If a corporation refuses to include a proposal in a notice of meeting, the corporation shall, within ten days after receiving the proposal, notify the shareholder submitting the proposal of its intention to omit the proposal from the notice of meeting and send to him a statement of the reasons for the refusal.
89(8)Upon the application of a shareholder claiming to be aggrieved by a corporation’s refusal under subsection (7), the Court may restrain the holding of the meeting to which the proposal is sought to be presented and make any other or further order it thinks fit.
89(9)The corporation or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the corporation to omit the proposal from the notice of meeting, and the Court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.
89(10)An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.
Shareholders proposals
89(1)A shareholder entitled to vote at an annual meeting of shareholders may
(a) submit to the corporation notice of any matter that he proposes to raise at the meeting, hereinafter referred to as a “proposal”; and
(b) discuss at the meeting any matter in respect of which he would have been entitled to submit a proposal.
89(2)A corporation shall set out the proposal in the notice of meeting required by section 87 or attach the proposal thereto.
89(3)If so requested by the shareholder, the corporation shall include in the notice of meeting or attach thereto a statement by the shareholder of not more than two hundred words in support of the proposal, and the name and address of the shareholder.
89(4)A proposal may include nominations for the election of directors if the proposal is signed by one or more holders of shares representing in the aggregate not less than ten percent of the shares or ten percent of the shares of a class of shares of the corporation entitled to vote at the meeting to which the proposal is to be presented, but this subsection does not preclude nominations made at a meeting of shareholders.
89(5)A corporation is not required to comply with subsections (2) and (3)
(a) if the proposal is not submitted to the corporation at least ninety days before the anniversary date of the previous annual meeting of shareholders;
(b) if it appears to the directors that the proposal is submitted by the shareholder primarily for the purpose of enforcing a personal claim or redressing a personal grievance against the corporation or its directors, officers or shareholders, or for a purpose that is not related in any significant way to the business or affairs of the corporation;
(c) if the corporation, at the shareholder’s request, included a proposal in a notice of meeting relating to a meeting of shareholders held within two years preceding the receipt of such request, and the shareholder failed to present the proposal, in person or by proxy, at the meeting;
(d) if substantially the same proposal was submitted to shareholders in a notice of meeting relating to a meeting of shareholders held within two years preceding the receipt of the shareholder’s request and the proposal was defeated; or
(e) if the rights conferred by this section are being abused to secure publicity.
89(6)No corporation or person acting on its behalf incurs any liability by reason only of circulating a proposal or statement in compliance with this section.
89(7)If a corporation refuses to include a proposal in a notice of meeting, the corporation shall, within ten days after receiving the proposal, notify the shareholder submitting the proposal of its intention to omit the proposal from the notice of meeting and send to him a statement of the reasons for the refusal.
89(8)Upon the application of a shareholder claiming to be aggrieved by a corporation’s refusal under subsection (7), the Court may restrain the holding of the meeting to which the proposal is sought to be presented and make any other or further order it thinks fit.
89(9)The corporation or any person claiming to be aggrieved by a proposal may apply to the Court for an order permitting the corporation to omit the proposal from the notice of meeting, and the Court, if it is satisfied that subsection (5) applies, may make such order as it thinks fit.
89(10)An applicant under subsection (8) or (9) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.