Part 6 — Management and Administration Division 1 Membership
157 Solicitation of proxies
solicit proxies unless,
(a) in the case of a solicitation by or on behalf of the
management of a company, an information circular, either
as an appendix to or as a separate document accompanying
the notice of the meeting, is provided to each shareholder, or
(b) in the case of any other solicitation, the person making t he
solicitation, concurrently with or prior thereto, delivers or
RSA 2000
sends an information circular to each shareholder of the
company whose proxy is solicited.
(2) Subsection (1) does not apply to
(a) any solicitation, otherwise than by or on behalf of the
management of a company, where the total number of
shareholders whose proxies are solicited is not more than
15, two or more persons who are the joint registered owners
of one or more shares being counted as one shareholder,
(b) any solicitation by a perso n made pursuant to section 79 of
the Securities Act, and
(c) any solicitation by a person in respect of shares of which he
or she is the beneficial owner.
(3) A person who fails to comply with subsection (1) is guilty of
an offence and is liable to a fine of not more than $1000, and if that
person is a company, every director or officer of the company who
authorized, permitted or acquiesced in the failure is also guilty of
an offence and is liable to a like fine.
(4) A person who effects a solicitation that is subject to this section
by means of a form of proxy, information circular or other
communication that contains an untrue statement of a material fact
or omits to state a material fact necessary in order to make any
statement contained therein not misleading in the light of the
circumstances in which it was made is guilty of an offence and is
liable to a fine of not more than $1000, and, if that person is a
company, every director or officer of the company who authorized,
permitted or acquiesced in the offence is also guilty of an offence
and is liable to a like fine.
(5) No person is guilty of an offence under subsection (4) in
respect of an untrue statement of a material fact or omission to state
a material fact in a form of proxy or information circular, if the
untruth of the statement or the fact of the omission was not known
to the person who effected the solicitation and in the exercise of
reasonable diligence could not have been known to that person.
RSA 2000 cC-21 s158;2020 c25 s2(72)
158 Repealed 2020 c25 s2(73).