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INDU Committee Report

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Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act
In accordance with its Order of Reference of Friday, December 9, 2016, your Committee has considered Bill C-25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act, and the Competition Act, and agreed on Tuesday, March 7, 2017, to report it with the following amendments:

Clause 13

That Bill C-25, in Clause 13, be amended by replacing lines 15 and 16 on page 6 with the following:

“(8.1)  If an individual who was a candidate in an election held in accordance with subsection (3.4) was not elected during that election, the individual is”

New Clause 13.1

That Bill C-25 be amended by adding after line 20 on page 6 the following new clause:

“13.1  Subsection 110(3) of the French version of the Act is replaced by the following:

(3)  La société envoie sans délai, au directeur et aux actionnaires qui doivent recevoir avis des assemblées visées au paragraphe (1), copie de la déclaration mentionnée au paragraphe (2), sauf si elle figure dans une circulaire de sollicitation de procurations de la direction exigée à l’article 150 ou y est annexée.”

Clause 17

That Bill C-25, in Clause 17, be amended by:

“(a) replacing line 5 on page 7 with the following:

17 Subsections 150(1) to (2) of the Act are replaced by the

(b) replacing line 8 on page 7 with the following:

circular, in the prescribed form, is made available in the prescribed manner to the auditor of

(c) adding after line 17 on page 7 the following:

(1.1)  Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is fifteen or fewer, two or more joint holders being counted as one shareholder.

(1.2)  Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the corporation, without making available a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication.

(2)  A person required to make a management proxy circular or dissident’s proxy circular available shall send concurrently a copy of it to the Director together with a statement in prescribed form, the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting.”

New Clause 23.1

That Bill C-25 be amended by adding after line 29 on page 8 the following new clause:

“23.1 Subsection 168(6) of the French version of the Act is replaced by the following:

(6) La société doit sans délai envoyer, à tout actionnaire qui doit être avisé des assemblées mentionnées au paragraphe (1) et au directeur, copie des déclarations visées aux paragraphes (5) et (5.1), sauf si elles sont incorporées ou jointes à la circulaire de sollicitation de procurations de la direction exigée à l’article 150.”

Clause 59

That Bill C-25, in Clause 59, be amended by replacing lines 18 and 19 on page 20 with the following:

“(13)  If an individual who was a candidate in an election held in accordance with subsection (10.1) was not elected during that election, the individual”

Clause 60

That Bill C-25, in Clause 60, be amended by

“(a) replacing lines 26 and 27 on page 20 with the following:

84  (1)  Subject to section 86, a director is entitled to hold office for a term expiring not later than

(b)  replacing lines 29 and 30 on page 20 with the following:

ing cooperative, the close of the third annual meeting of members following the director’s election; and

(b)  in the case of a distributing cooperative, the close of the next annual meeting of members following the director’s election.”

New Clause 107.1

That Bill C-25 be amended by adding after line 20 on page 34 the following new clause:

“Review by committee

107.1  (1)  On the fifth anniversary of the day on which section 24 of this Act comes into force, the provisions under Part XIV.1 of the Canada Business Corporations Act are to be referred to a committee of the Senate, of the House of Commons or of both Houses of Parliament that may be designated or established for the purpose of reviewing those provisions.

(2)  The committee referred to in subsection (1) shall, within a reasonable time after a review is completed, submit a report on that review to the Senate, the House of Commons or both Houses of Parliament, as the case may be.”

Clause 108

That Bill C-25, in Clause 108, be amended by replacing line 28 on page 34 with the following:

(4) Sections 17, 19, 22, 37, 63, 71 and 88 come into force”

Your Committee has ordered a reprint of Bill C-25, as amended, as a working copy for the use of the House of Commons at the report stage.
A copy of the relevant Minutes of Proceedings (Meetings Nos. 43 to 48 and 50 to 52) is tabled.