SS · Business Corporations Act
Part 12 — Proxies
152 Rights and duties of proxyholder
proxyholder shall attend the meeting or cause an alternate
proxyholder to attend the meeting in respect of which the proxy is
RSA 2000
given and comply with the directions of the shareholder who
appointed the person.
(2) A proxyholder or an alternate proxyholder has the same rights
as the shareholder who appointed the proxyholder or alternate
proxyholder to speak at a meeting of shareholders in respect of any
matter, to vote by way of ballot at the meeting and, except where a
proxyholder or an alternate proxyholder has conflicting instructions
from more than one shareholder, to vote at the meeting in respect
of any matter by way of any show of hands or voice vote.
(3) Notwithstanding subsections (1) and (2), if the chair 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
chair's knowledge will be the decision of the meeting in relation to
any matter or group of matters is less than 5% of the votes attached
to the shares entitled to vote and represented at the meeting on that
ballot, then, unless a shareholder or proxyholder demands a ballot,
(a) the chair may conduct the v ote in respect of that matter or
group of matters by a show of hands or voice vote, and
(b) a proxyholder or alternate proxyholder may vote in respect
of that matter or group of matters by a show of hands or
voice vote.
(3.1) Notwithstanding subsections (2) and (3), unless the bylaws,
articles or a unanimous shareholders agreement expressly provides
otherwise, any vote referred to in subsection (2) or (3) may be held,
in accordance with the regulations, if any, entirely by any
electronic, telephonic or other method that the corporation has
made available for that purpose.
(3.2) Unless the bylaws, articles or a unanimous shareholders
agreement expressly provides otherwise, a proxyholder or alternate
proxyholder entitled to vote at the meeting may vote, in accordance
with the regulations, if any, by any electronic, telephonic or other
method that the corporation has made available for that purpose.
(4) A proxyholder or alternate proxyholder who without
reasonable cause fails to comply with the directions of a
shareholder under this section is guilty of an offence and liable to a
fine of not more than $5000 or to imprisonment for a term of not
more than 6 months or to both.
RSA 2000 cB-9 s152;2021 c18 s39
RSA 2000