Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
302 Appointing proxyholder
executing a form of proxy, appoint a proxyholder or one or more
alternate proxyholders, who are not required to be policyholders or
shareholders, to attend and act at the meeting of participating
policyholders or shareholders in the manner and to the extent
authorized by the proxy and with the authority conferred by the
proxy.
(2) A form of proxy must be executed by a participating
policyholder or shareholder or by a participating policyholder's or
shareholder's attorney authorized in writing to do so.
(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) 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
section 274(1), or
(b) the form of proxy was sent to a participating policyholder
pursuant to section 292.
(4) No appointment of a proxyholder by execution of a form of
proxy sent to a participating policyholder pursuant to section 292
provides authority for the proxyholder to act in respect of business
referred to in section 270(1)(c).
(5) An appointment of a proxyholder by execution of a form of
proxy sent to a participating policyholder pursuant to section 292
after a provincial company receives a dissident's proxy circular
does not provide authority for the proxyholder to act at the meeting
in respect of which the dissident's proxy circular is sent.
(6) A form of proxy must indicate, in boldface type, that the
participating policyholder or 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
policyholder's or shareholder's behalf at a meeting to which the
proxy relates, and must contain instructions as to the manner in
which the policyholder or shareholder may do so.
RSA 2000
(7) Subject to subsections (4) and (5), a proxy given by a
policyholder by executing a form of proxy sent to the participating
policyholder pursuant to section 292 is valid for a period of 3 years
after it is given or a lesser period specified in the proxy and at any
adjournment of a meeting begun during that period, and any other
proxy is valid only at the meeting in respect of which it is given or
any adjournment of the meeting.
(8) A participating policyholder or shareholder may revoke a
proxy
(a) by depositing a letter executed by the policyholder or
shareholder or by the policyholder's or shareholder's
attorney authorized in writing to do so
(i) at the provincial company's head office at any time up to
and including the last business day preceding the day of
a meeting, or an adjournment of the meeting, at which
the proxy is to be used, or
(ii) with the chair of the meeting on the day of the meeting
or an adjournment of the meeting,
or
(b) in any other manner permitted by law.
1999 cI-5.1 s302