Quorum at opening	(2) If a quorum is present at the opening of a meeting of shareholders, the shareholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.
No quorum at opening	(3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business.
One shareholder meeting	774. If an insurance holding company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.
	Voting
One share - one vote	775. Subject to section 793, if a share of an insurance holding company entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting.
Representativ e shareholder	776. (1) If an entity is a shareholder of an insurance holding company, the insurance holding company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders of the insurance holding company.
Powers of representa- tive	(2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if the entity were a natural person who was a shareholder.
Joint shareholders	777. Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares jointly held by them.
Voting by hands or ballot	778. (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall take place by show of hands except when a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting.
Ballot	(2) A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands.
	Resolution in lieu of Meeting
Resolution in lieu of meeting	779. (1) Except where a written statement is submitted by a director under section 809 or by an auditor under subsection 900(1),
	(a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and
	(b) a resolution in writing dealing with all matters required by this Part to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Part relating to meetings of shareholders.
Filing resolution	(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders.
	Requisitioned Meetings
Requisitioned meeting	780. (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of an insurance holding company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition.
Form	(2) A requisition referred to in subsection (1)
	(a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the insurance holding company; and
	(b) may consist of several documents of like form, each signed by one or more shareholders.
Directors calling meeting	(3) On receipt of a requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless
	(a) a record date has been fixed under subsection 766(2) and notice thereof has been given under subsection 766(5);
	(b) the directors have called a meeting of shareholders and have given notice thereof under section 767; or
	(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 770(5)(b) to (e).
Shareholders' power	(4) If the directors do not call a meeting within twenty-one days after receiving a requisition referred to in subsection (1), any shareholder who signed the requisition may call the meeting.
Procedure	(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Part.
Reimburse- ment	(6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the insurance holding company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
	Powers of the Court
Meeting called by court	781. (1) A court may order a meeting of shareholders of an insurance holding company to be called, held and conducted in such manner as the court directs where
	(a) it is impracticable to call the meeting in the manner in which it is otherwise to be called;
	(b) it is impracticable to conduct the meeting in the manner required by the by-laws and this Part; or
	(c) the court thinks fit to make the order for any other reason.
Who may apply for the order	(2) The court may make that order on the application of
	(a) the Superintendent;
	(b) a director; or
	(c) a shareholder entitled to vote at the meeting.
Varying quorum	(3) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Part be varied or dispensed with at a meeting called, held and conducted pursuant to this section.
Valid meeting	(4) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the insurance holding company duly called, held and conducted.
Court review of election	782. (1) An insurance holding company or a shareholder or director of an insurance holding company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the insurance holding company.
Powers of court	(2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing,
	(a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute;
	(b) an order declaring the result of the disputed election or appointment;
	(c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the insurance holding company until a new election is held or the new appointment is made; and
	(d) an order determining the voting rights of shareholders and persons claiming to own shares.
Notice to Superinten- dent	783. (1) A person who makes an application under subsection 781(1) or 782(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent.
Superinten- dent representa- tion	(2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).
	Pooling Agreements
Pooling agreement	784. A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement.
	Subdivision 2
	Proxies and Restrictions on Voting
	Proxies
Definitions	785. The following definitions apply in this Subdivision.
``registrant'' « courtier agréé »	``registrant'' means a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction.
``solicit'' or ``solicita- tion'' « sollicita- tion »	``solicit'' or ``solicitation'' includes
	(a) a request for a proxy, whether or not accompanied by or included in a form of proxy,
	(b) a request to execute or not to execute a form of proxy or to revoke a proxy,
	(c) the sending of a form of proxy or other communication to a shareholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and
	(d) the sending of a form of proxy to a shareholder under section 788,
	but does not include
	(e) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,
	(f) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
	(g) the sending by a registrant of the documents referred to in section 791, or
	(h) a solicitation by a person in respect of shares of which that person is the beneficial owner.
``solicitation by or on behalf of the management of an insurance holding company'' « sollicita- tion effectuée par la direction d'une société de portefeuille d'assurances ou pour son compte »	``solicitation by or on behalf of the management of an insurance holding company'' means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the insurance holding company.
Appointing proxyholder	786. (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.
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.
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 770(1).
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.
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.
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 insurance holding company at any time up to and including the last business day before the day of a meeting, or a continuation of a 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.
Deposit of proxies	787. (1) 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 insurance holding company or its transfer agent.
Time for deposit of proxies	(2) The time specified for the deposit of forms of proxy may not precede the meeting or the continued meeting by more than forty-eight hours, excluding Saturdays and holidays.
Mandatory solicitation	788. (1) Subject to subsection 768(2) and subsection (2), the management of an insurance holding company shall, at the same time as they send notice of a meeting of shareholders, send a form of proxy in prescribed form to each shareholder entitled to receive notice of the meeting under section 767.
Exception	(2) If an insurance holding company has fewer than fifteen shareholders, the management of the insurance holding company is not required to send a form of proxy to the shareholders under subsection (1). For the purpose of this subsection, two or more joint shareholders are counted as one shareholder.
Soliciting proxies	789. (1) A person shall not solicit proxies unless
	(a) in the case of solicitation by or on behalf of the management of an insurance holding company, a management proxy circular in prescribed form, either as an appendix to or as a separate document accompanying the notice of the meeting, is sent to the auditor of the insurance holding company and to each shareholder whose proxy is solicited; and
	(b) in the case of any other solicitation, a dissident's proxy circular in prescribed form stating the purposes of the solicitation is sent to the auditor of the insurance holding company, to each shareholder whose proxy is solicited and to the insurance holding company.
Copy to Superinten- dent	(2) A person who sends a management proxy circular or dissident's proxy circular shall at the same time file with the Superintendent
	(a) in the case of a management proxy circular, a copy of it together with a copy of the notice of meeting, form of proxy and any other documents for use in connection with the meeting; and
	(b) in the case of a dissident's proxy circular, a copy of it together with a copy of the form of proxy and any other documents for use in connection with the meeting.
Exemption by Superinten- dent	(3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 788, and the exemption may be given retroactive effect.
Reporting exemptions	(4) The Superintendent shall set out in a periodical available to the public the particulars of each exemption granted under subsection (3) together with the reasons for the exemption.