Part 6 — Proxies
144 Interpretation
(a) "form of proxy" means a written or printed form that, on
completion and execution by or on behalf of an investment
shareholder, becomes a proxy;
(b) "intermediary" means a se curities broker or dealer required
to be registered to trade or deal in securities under the laws
of any jurisdiction and includes
(i) a securities depositary,
(ii) a financial institution,
(iii) 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,
(iv) a trustee or administr ator 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 (Canada),
(v) a nominee of a person referred to in subclauses (i) to
(iv), and
(vi) a person that carries out functions similar to those
carried out by individuals or entities referred to in
subclauses (i) to (iv) and that holds a security registered
in that person's name, or in the name of that person's
nominee, on behalf of another person who is not the
registered holder of the security;
(c) "solicit" or "solicitation" includes
(i) a request for a proxy whether or not accompanied with
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 an investment 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 an investment
shareholder under section 146,
but does not include
(v) the sending of a form of proxy in response to an
unsolicited request made by or on behalf of an
investment shareholder,
(vi) the performance of admin istrative acts or professional
services on behalf of a person soliciting a proxy,
(vii) the sending by an intermediary of the documents
referred to in section 150,
(viii) a solicitation by a person in respect of investment sha res
of which that person is the beneficial owner,
(ix) a public announcement by an investment shareholder of
how the investment shareholder intends to vote and the
reasons for that decision,
(x) anything that would be a solicitation under this
definition but is conveyed by public broadcast, speech or
publication, if a proxy circular in final form is sent to the
cooperative and is filed with the Executive Director, or
(xi) a communication other than a solicitation by or on
behalf of the management of a cooperative that is made
to investment shareholders in any circumstances that
may be prescribed;
(d) "solicitation by or on behalf of the management of a
cooperative" means a solicitation by a person pursuant to a
resolution or instructions of, or with the acquiescence of, the
directors or a committee of directors.
(2) This Part does not apply to a member or membership shares,
but a member who is an investment shareholder may exercise the
rights given to an investment shareholder by this Part for all
investment shares held.