(4) Subsections 137(7) and (8) of the Act are replaced by the following:
Notice of refusal	(7) If a corporation refuses to include a proposal in a management proxy circular, the corporation shall, within the prescribed period after the day on which it receives the proposal or the day on which it receives the proof of ownership under subsection (1.4), as the case may be , notify the person submitting the proposal of its intention to omit the proposal from the management proxy circular and send to the person a statement of the reasons for the refusal.
Person may apply to court	(8) On the application of a person submitting a proposal who claims to be aggrieved by a corporation's refusal under subsection (7), a court may restrain the holding of the meeting to which the proposal is sought to be presented and make any further order it thinks fit.
	60. Subsections 138(1) to (3) of the Act are replaced by the following:
List of shareholders entitled to receive notice	138. (1) A corporation shall prepare an alphabetical list of its shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder,
	(a) if a record date is fixed under paragraph 134(1)(c) , not later than ten days after that date; or
	(b) if no record date is fixed, on the record date established under paragraph 134(2)(a) .
Voting list - if record date fixed	(2) If a record date for voting is fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after the record date, an alphabetical list of shareholders entitled to vote as of the record date at a meeting of shareholders that shows the number of shares held by each shareholder.
Voting list - if no record date fixed	(3) If a record date for voting is not fixed under paragraph 134(1)(d), the corporation shall prepare, no later than ten days after a record date is fixed under paragraph 134(1)(c) or no later than the record date established under paragraph 134(2)(a), as the case may be, an alphabetical list of shareholders who are entitled to vote as of the record date that shows the number of shares held by each shareholder.
Entitlement to vote	(3.1) A shareholder whose name appears on a list prepared under subsection (2) or (3) is entitled to vote the shares shown opposite their name at the meeting to which the list relates.
	61. Section 141 of the Act is amended by adding the following after subsection (2):
Voting	(3) If the by-laws so provide, any vote referred to in this section may be held, in accordance with the regulations, if any, by means of a telephonic, electronic or other communication facility.
	62. Section 142 of the Act is amended by adding the following after subsection (2):
Evidence	(3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
	63. Paragraph 143(3)(a) of the Act is replaced by the following:
	(a) a record date has been fixed under paragraph 134(1)(c) and notice of it has been given under subsection 134(3) ;
	64. Subsection 144(1) of the Act is replaced by the following:
Meeting called by court	144. (1) A court, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if
	(a) it is impracticable to call the meeting within the time or in the manner in which those meetings are to be called;
	(b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or
	(c) the court thinks that the meeting should be called, held and conducted within the time or in the manner it directs for any other reason.
	65. Paragraph 145(2)(c) of the French version of the Act is replaced by the following:
	c) ordonner une nouvelle élection ou une nouvelle nomination en donnant des directives pour la conduite, dans l'intervalle , des activités commerciales et des affaires internes de la société;
1994, c. 24, s. 15(F)	66. Section 146 of the Act is replaced by the following:
Pooling agreement	145.1 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them shall be voted as provided in the agreement .
Unanimous shareholder agreement	146. (1) An otherwise lawful written agreement among all the shareholders of a corporation, or among all the shareholders and one or more persons who are not shareholders , that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of , the business and affairs of the corporation is valid.
Declaration by single shareholder	(2) If a person who is the beneficial owner of all the issued shares of a corporation makes a written declaration that restricts in whole or in part the powers of the directors to manage, or supervise the management of , the business and affairs of the corporation, the declaration is deemed to be a unanimous shareholder agreement.
Constructive party	(3) A purchaser or transferee of shares subject to a unanimous shareholder agreement is deemed to be a party to the agreement.
When no notice given	(4) If notice is not given to a purchaser or transferee of the existence of a unanimous shareholder agreement, in the manner referred to in subsection 49(8) or otherwise, the purchaser or transferee may, no later than 30 days after they become aware of the existence of the unanimous shareholder agreement, rescind the transaction by which they acquired the shares.
Rights of shareholder	(5) To the extent that a unanimous shareholder agreement restricts the powers of the directors to manage, or supervise the management of, the business and affairs of the corporation, parties to the unanimous shareholder agreement who are given that power to manage or supervise the management of the business and affairs of the corporation have all the rights, powers, duties and liabilities of a director of the corporation, whether they arise under this Act or otherwise, including any defences available to the directors , and the directors are relieved of their rights, powers , duties and liabilities, including their liabilities under section 119, to the same extent.
Discretion of shareholders	(6) Nothing in this section prevents shareholders from fettering their discretion when exercising the powers of directors under a unanimous shareholder agreement.
	67. (1) The definition ``registrant'' in section 147 of the Act is repealed.
	(2) The definition '' ``solicit'' or ``solicitation'' '' in section 147 of the Act is replaced by the following:
``solicit'' or ``solicita- tion'' « sollicita- tion »	``solicit'' or ``solicitation''
	(a) includes
	(i) a request for a proxy whether or not accompanied by or included in a form of proxy,
	(ii) a request to execute or not to execute a form of proxy or to revoke a proxy,
	(iii) 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
	(iv) the sending of a form of proxy to a shareholder under section 149; but
	(b) does not include
	(i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder,
	(ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy,
	(iii) the sending by an intermediary of the documents referred to in section 153,
	(iv) a solicitation by a person in respect of shares of which the person is the beneficial owner,
	(v) a public announcement, as prescribed, by a shareholder of how the shareholder intends to vote and the reasons for that decision,
	(vi) a communication for the purposes of obtaining the number of shares required for a shareholder proposal under subsection 137(1.1), or
	(vii) a communication, other than a solicitation by or on behalf of the management of the corporation, that is made to shareholders, in any circumstances that may be prescribed;
	(3) Section 147 of the Act is amended by adding the following in alphabetical order:
``intermed- iary'' « intermé- diaire »	``intermediary'' means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes
	(a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction;
	(b) a securities depositary;
	(c) a financial institution;
	(d) in respect of a clearing agency, a securities dealer, trust company, bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominees hold securities of an issuer;
	(e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund, education savings plan or other similar self-administered savings or investment plan registered under the Income Tax Act;
	(f) a nominee of a person referred to in any of paragraphs (a) to (e); and
	(g) a person who carries out functions similar to those carried out by individuals or entities referred to in any of paragraphs (a) to (e) and that holds a security registered in its name, or in the name of its nominee, on behalf of another person who is not the registered holder of the security.
	68. Subsection 149(2) of the Act is replaced by the following:
Exception	(2) The management of the corporation is not required to send a form of proxy under subsection (1) if it
	(a) is not a distributing corporation; and
	(b) has fewer than fifty shareholders entitled to vote at a meeting , two or more joint holders being counted as one shareholder.
	69. Section 150 of the Act is amended by adding the following after subsection (1):
Exception - solicitation to fifteen or fewer shareholders	(1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident's proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder.
Exception - solicitation by public broadcast	(1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without sending a dissident's proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.
	70. Subsections 151(1) and (2) of the Act are replaced by the following:
Exemption	151. (1) On the application of an interested person, the Director may exempt the person , on any terms that the Director thinks fit, from any of the requirements of section 149 or subsection 150(1), which exemption may have retrospective effect .
Publication	(2) The Director shall set out in a publication generally available to the public the particulars of exemptions granted under this section together with the reasons for the exemptions .
	71. The portion of subsection 152(3) of the Act before paragraph (a) is replaced by the following:
Show of hands	(3) Despite subsections (1) and (2), if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot is conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what to the knowledge of the chairperson will be the decision of the meeting in relation to any matter or group of matters is less than five per cent of all the votes that might be cast by shareholders personally or through proxy at the meeting on the ballot, unless a shareholder or proxyholder demands a ballot,
	72. Section 153 of the Act is replaced by the following:
Duty of intermediary	153. (1) Shares of a corporation that are registered in the name of an intermediary or their nominee and not beneficially owned by the intermediary must not be voted unless the intermediary, without delay after receipt of the notice of the meeting, financial statements, management proxy circular, dissident's proxy circular and any other documents other than the form of proxy sent to shareholders by or on behalf of any person for use in connection with the meeting, sends a copy of the document to the beneficial owner and, except when the intermediary has received written voting instructions from the beneficial owner, a written request for such instructions.
Restriction on voting	(2) An intermediary, or a proxyholder appointed by an intermediary, may not vote shares that the intermediary does not beneficially own and that are registered in the name of the intermediary or in the name of a nominee of the intermediary unless the intermediary or proxyholder, as the case may be, receives written voting instructions from the beneficial owner.
Copies	(3) A person by or on behalf of whom a solicitation is made shall provide , at the request of an intermediary, without delay, to the intermediary at the person's expense the necessary number of copies of the documents referred to in subsection (1), other than copies of the document requesting voting instructions.
Instructions to intermediary	(4) An intermediary shall vote or appoint a proxyholder to vote any shares referred to in subsection (1) in accordance with any written voting instructions received from the beneficial owner.
Beneficial owner as proxyholder	(5) If a beneficial owner so requests and provides an intermediary with appropriate documentation, the intermediary must appoint the beneficial owner or a nominee of the beneficial owner as proxyholder.
Validity	(6) The failure of an intermediary to comply with this section does not render void any meeting of shareholders or any action taken at the meeting .
Limitation	(7) Nothing in this section gives an intermediary the right to vote shares that the intermediary is otherwise prohibited from voting.
Offence	(8) An intermediary who knowingly fails to comply with this section is guilty of an offence and liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both.
Officers, etc., of bodies corporate	(9) If an intermediary that is a body corporate commits an offence under subsection (8), any director or officer of the body corporate who knowingly authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine not exceeding five thousand dollars or to imprisonment for a term not exceeding six months or to both, whether or not the body corporate has been prosecuted or convicted.
	73. The heading before section 155 of the French version of the Act is replaced by the following: