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D) Shareholder Meetings
Basics of Shareholder Meetings
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Annual Meetings – s. 133(a)
- the first annual meeting must be called within 18 months of incorporating
- subsequent annual meetings must be called within 15 months of last annual meeting
Special Meetings / Extraordinary Meetings
- meetings at other times called “special meetings” – s. 133(b) (or “extraordinary
meetings” in other jurisdictions)
Ordinary Business
- election of directors, receiving of financial statements, and appointment of auditors is
“ordinary business” – s. 135(5)
- ordinary business requires an “ordinary resolution”
Special Business
- all other business is called “special business” – s. 135
- “special business” requires a “special resolution”
The meeting should be held in Canada – s.132
Quorum
s.139(1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a
meeting of shareholders, irrespective of the number of persons actually present at the
meeting, if the holders of a majority of the shares entitled to vote at the meeting are present
in person or represented by proxy.
Notice
- s. 135 >21, <50 days
- notice of special business must state the nature of the business in sufficient detail to
allow a shareholder to make a reasoned judgment on it – s.135(6)
- giving notice has become more complicated now since shares are usually held by the
Canadian Depository of Securities – the CDS gold the shares for the benefit of a
beneficial holder, usually a stock broker would hold its for the benefit of …
- a longer notice period is required to pass the information through the layers
Conduct of Meetings
a) Normal meeting process (steps in a meeting)
ïŸï€ ï€ Voting
- voting is usually done by a show of hands unless a poll is demanded - s. 141(1)
- a poll can be demanded before or after a vote by a show of hands - s. 141(2)
ïŸï€ Minutes
- minutes are to be kept (signed by the chair of the meeting) - s. 20(1)(b)
 Chair
- unless the articles provide otherwise the Chair can be any member elected by members
present at a meeting
- standard by-laws of CBCA corporation usually provide for Chair of Board or President
b)
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Duties of the Chair
act in good faith in an impartial manner
allow shareholders to speak to matters before the meeting but only for a reasonable time
there is no duty to go behind legal title of share ownership to identify voting preference of
beneficial shareholders
the Chair does not have to be independent – having an interest in the result does not
automatically make the Chair’s decision invalid