Bill C-5
If you have any questions or comments regarding the accessibility of this publication, please contact us at accessible@parl.gc.ca.
Preliminary
proxy circular
|
(4) A person may, despite subsection (1),
commence a solicitation if they have filed a
preliminary proxy circular with the coopera
tive and the Director, as long as the form of
proxy is not sent before the proxy circular in
final form is sent.
|
|
When all
shareholders
are members
|
(5) A management proxy circular need not
be sent
|
|
|
|
|
|
|
|
Exemption
order
|
167. (1) On the application of any interested
person, the Director may, even retrospective
ly, exempt, on any terms that the Director
thinks fit, the person from any of the require
ments of section 165 or subsection 166(1).
|
|
Publication
|
(2) The Director must set out in a publica
tion generally available to the public the
particulars of all exemptions granted under
this section together with the reasons for the
exemptions.
|
|
Attendance at
meeting
|
168. (1) An individual who solicits a proxy
and is appointed proxyholder shall attend the
meeting in respect of which the proxy is given
in person, or cause an alternate proxyholder to
attend it, and shall comply with the directions
of the shareholder who appointed the proxy
holder.
|
|
Rights of a
proxyholder
|
(2) A proxyholder or an alternate proxy
holder has the same rights as the shareholder
who appointed the proxyholder to speak at a
meeting of shareholders in respect of any
matter, to vote by way of ballot at the meeting
and, except if the proxyholder or alternate
proxyholder has conflicting instructions from
more than one shareholder, to vote at the
meeting in respect of any matter by a show of
hands.
|
|
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 present in person or represented
by proxy at the meeting on the ballot, unless
a shareholder or proxyholder demands a
ballot,
|
|
|
|
|
|
|
|
Duty of
intermediary
|
169. (1) Shares of a cooperative that are
registered in the name of an intermediary or a
nominee of an intermediary and not benefi
cially owned by the intermediary must not be
voted unless the intermediary, without delay
after receipt of the notice of the meeting,
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 in
structions from the beneficial owner, a written
request for those instructions.
|
|
Beneficial
owner
unknown
|
(2) An intermediary may not vote or appoint
a proxyholder to vote shares registered in the
name of the intermediary or in the name of a
nominee of the intermediary that the interme
diary does not beneficially own unless the
intermediary receives voting instructions
from the beneficial owner.
|
|
Copies
|
(3) A person by or on behalf of whom a
solicitation is made must 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 instruc
tions.
|
|
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 benefi
cial owner.
|
|
Beneficial
owner as
proxyholder
|
(5) If requested by a beneficial owner, an
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 null or void
any meeting of shareholders or any action
taken at the meeting.
|
|
Limitation
|
(7) Nothing in this section gives an interme
diary the right to vote shares that the interme
diary is otherwise prohibited from voting.
|
|
Restraining
order
|
170. (1) If a form of proxy, management
proxy circular or dissident's proxy circular
contains an untrue statement of a material fact
or omits to state a material fact required in it
or necessary to make a statement contained in
it not misleading in the light of the circum
stances in which it was made, the Director or
any other interested person may apply to a
court and the court may make any order it
thinks fit, including
|
|
|
|
|
|
|
|
|
|
|
Notice to
Director
|
(2) An applicant under this section must
give the Director notice of the application and
the Director is entitled to appear and to be
heard in person or by counsel.
|
|
|
PART 10 |
|
|
INSIDER TRADING |
|
Interpreta- tion
|
171. (1) The definitions in this subsection
apply in this Part.
|
|
``business
combination'' « regroupe- ment d'entrepri- ses »
|
``business combination'' means an acquisition
of all or substantially all the property of one
entity by another or an amalgamation of
two or more entities.
|
|
``insider'' « initié »
|
``insider'' means
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
``officer'' « dirigeant »
|
``officer'' means
|
|
|
|
|
|
|
|
``share'' « part »
|
``share'' means an investment share that car
ries voting rights under the articles or in the
circumstances in which voting rights are
exercisable with respect to it under this Act,
and includes
|
|
|
|
|
|
|
|
Further
interpreta- tion
|
(2) For the purposes of this Part,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Membership
shares
|
(3) For the purposes of this Part, the sale of
membership shares to members or the making
of a member loan to a cooperative is not a
distribution to the public.
|
|
Deemed
insiders
|
(4) For the purposes of this Part, a director
or an officer of an entity, or an individual
acting in a similar capacity, or a member or a
holder of a share of the entity who is a person
referred to in paragraph (b) or (c) of the
definition ``insider'' in subsection (1) is
deemed to have been an insider of the
distributing cooperative for the previous six
months or for any shorter period during which
the person was a director, an officer, such an
individual or such a member or holder of the
entity if
|
|
|
|
|
|
|
|
Prohibition of
short sale
|
172. (1) No insider shall knowingly sell,
directly or indirectly, a share of the distribut
ing cooperative or any of its affiliates if the
insider selling the share does not own or has
not fully paid for the share to be sold.
|
|
Calls and puts
|
(2) No insider shall knowingly, directly or
indirectly, buy a put or sell a call in respect of
a share of the cooperative or any of its
affiliates.
|
|
Exception
|
(3) Despite subsection (1), an insider may
sell a share that the insider does not own if the
insider owns another share convertible into
the share sold or an option or right to acquire
the share sold and, no later than ten days after
the sale, the insider
|
|
|
|
|
|
|
|
Definition of
``insider''
|
173. (1) In this section, ``insider'', with
respect to a cooperative, means
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deemed
insiders
|
(2) For the purposes of this section, a
director or an officer of an entity, or an
individual acting in a similar capacity, is
deemed to have been an insider of a coopera
tive for six months, or any shorter period
during which the individual was a director or
an officer of the entity, or acted in a similar
capacity, before
|
|
|
|
|
|
|
|
Civil liability
|
(3) An insider who, in connection with a
transaction in a security of the cooperative or
any of its affiliates, makes use of any specific
confidential information for their own benefit
or advantage that, if generally known, might
reasonably be expected to affect materially
the value of the security
|
|
|
|
|
|
|
|
Limitation
|
(4) An action to enforce a right created by
subsection (3) may be commenced only
within two years after discovery of the facts
that gave rise to the cause of action.
|
|
|
PART 11 |
|