1. When do I need to have a meeting?
- There are 2 types of Shareholders Meeting - Annual General Meetings (AGM) and Special Meetings.
- Your AGM should be held within 15 months of your previous AGM but preferably within six months of your fiscal year end. At this meeting the Board of Directors for the following year is elected, a company auditor is appointed, and audited financial statements are presented.
- Certain actions of Directors and Corporations require the approval of Shareholders. These "Special" Resolutions can be presented at your Annual and Special Meeting or a Special Meeting may be called.
2. How much notice time do I need to call a meeting?
- When you call a meeting you must set both a Record Date and a Meeting Date. A minimum of 55 days is required from the time you give notice until the time of the meeting. A Record Date must be set 30 to 50 days prior to the meeting and Notice must be given a minimum of 25 days notice prior to Record Date. Ideally you should allow 60 days in order to plan for the number of sets of proxy materials required.
3. Who do I need to notify?
- You must notify CDS Inc. the depository for all shares held by Canadians through their intermediaries (beneficial shareholders).
- CDS will send you a list of all the intermediaries that you must then notify of your meeting. CDS will publish the notice of meeting in the Globe & Mail for a small fee.
- You must also notify the Stock Exchange and the Commissions where you are required to report. This notification is filed using SEDAR.
4. Who can help me with the process?
- Trust Companies who act as transfer agents or your securities lawyer (who will contract your transfer agent) have traditionally handled the notification and mailings for shareholders' meetings. However anyone, including your own staff, can act as an agent for your meeting.
5. How much will it cost?
- Holding a shareholder's meeting is a costly process and varies with the number of shareholders you are required to mail to. Expenses include printing of proxy materials, postage, courier costs, meeting room and refreshments.
6. Where can I hold the meeting?
- The jurisdiction where your meetings can be held is set out in your Bylaws. Changing the jurisdiction requires a special resolution of shareholders to amend the Bylaws.
7. What am I required to provide to shareholders?
- You must mail to shareholders a Notice of Meeting; an Information Circular detailing the matters to be acted upon at the meeting; an Instrument of Proxy (voting form). A Financial Statement Request Form can also be included.
- For an AGM, you must mail to all your registered shareholders and to all beneficial shareholders who completed a Form "C" with their broker. For a Special Meeting, you should mail to all shareholders.
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