RTA · Business Corporations Act
Part 11 — Shareholders
136 Shareholder proposals
meeting of shareholders, or a beneficial owner of shares, may
(a) submit to the corporation notice of any matter related to the
business or affairs of the corporation that the registered
holder or beneficial owner of shares proposes to raise at the
meeting, referred to in this section as a "proposal", and
(b) discuss at the meeting any matter in respect of which the
registered holder or beneficial owner of shares would have
been entitled to submit a proposal.
(1.1) To be eligible to make a proposal a person must
(a) be a registered holder or beneficial owner of the prescrib ed
number of shares for the prescribed period,
(b) have the prescrib ed level of support of other registered
holders or beneficial owners of shares,
RSA 2000
(c) provide to the corporation the person's name and contact
information and the names and contact information of those
registered holders or beneficial owners of shares who
support the proposal, and
(d) continue to hold or own the prescribed number of shares up
to and including the day of the meeting at which the
proposal is to be made.
(1.2) The information provided under subsection (1.1)(c) does not
form part of the proposal or the supporting statement referred to in
subsection (3) and is not included for the purposes of the maximum
word limit set out in subsection (3).
(2) A corporation that solicits proxies shall set out the proposal in
the management proxy circular required by section 150 or attach
the proposal to it.
(3) If so requested by the registered holder or beneficial owner of
shares, the corporation shall include in the management proxy
circular or attach to it a statement by the registered holder or
beneficial owner of shares of not more than 200 words in support
of the proposal, and the name and address of the registered holder
or beneficial owner of shares.
(4) A proposal may include nominations for the election of
directors if the proposal is signed by one or more registered holders
of shares representing in the aggregate not less than 5% of the
shares or 5% of the shares of a class of shares of the corporation
entitled to vote at the meeting to which the proposal is to be
presented, or by beneficial owners of shares representing in the
aggregate the same percentage of shares, but this subsection does
not preclude nominations made at a meeting of shareholders.
(5) A corporation is not required to comply with subsections (2)
and (3) if
(a) the proposal is not submitted to the corporation at least 90
days before the anniversary date of the previous annual
meeting of shareholders,
(b) it clearly appears that th e proposal has been submitted by
the registered holder or beneficial owner of shares primarily
for the purpose of enforcing a personal claim or redressing a
personal grievance against the corporation, its directors,
officers or security holders or any of them, or primarily for
the purpose of promoting general economic, political, racial,
religious, social or similar causes,
RSA 2000
(c) the corporation, at the request of the registered holder o r
beneficial owner of shares, included a proposal in a
management proxy circular relating to a meeting of
shareholders held within 2 years preceding the receipt of the
request, and the registered holder or beneficial owner of
shares failed to present the proposal, in person or by proxy,
at the meeting,
(d) substantially the same proposal was submitted to registere d
holders or beneficial owners of shares in a management
proxy circular or a dissident's proxy circular relating to a
meeting of shareholders held within 2 years preceding the
receipt of the request of the registered holder or beneficial
owner of shares and the proposal was defeated, or
(e) the rights being conferred by this section are being abuse d to
secure publicity.
(6) No corporation or person acting on its behalf incurs any
liability by reason only of circulating a proposal or statement in
compliance with this section.
(7) If a corporation refuses to include a proposal in a management
proxy circular, the corporation shall, within 10 days after receiving
the proposal, notify the registered holder or beneficial owner of
shares submitting the proposal of its intention to omit the proposal
from the management proxy circular and send to the registered
holder or beneficial owner of shares a statement of the reasons for
the refusal.
(8) On the application of a registered holder or beneficial owner of
shares claiming to be aggrieved by a corporation's refusal under
subsection (7), the 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.
(9) The corporation or any person claiming to be aggrieved by a
proposal may apply to the Court for an order permitting the
corporation to omit the proposal from the management proxy
circular, and the Court may, if it is satisfied that subsection (5)
applies, make any order it thinks fit.
RSA 2000 cB-9 s136;2005 c8 s30;2005 c40 s4;
2021 c18 s32