Shareholder Meetings and Resolutions (OBCA)

Summary

This practice note addresses shareholder meetings and resolutions under the Business Corporations Act (Ontario). It includes a discussion of the basic principles regarding shareholders' meetings as well as the types of meetings that are held, including the annual meeting of shareholders (commonly called an annual general meeting or AGM) and special meetings. It sets out the requirements for calling meetings, notice, place of meeting, meetings by electronic means and quorum. It also addresses voting rights and proxies, and shareholder proposals. In addition, it describes the procedure for meetings, including the agenda, director and auditor attendance, voting procedure, the presiding officer's duties, and minutes of meetings and briefly discusses the use of shareholder resolutions. Finally, this practice note provides additional information about pre and post meeting matters and issues which are of particular interest to public companies.