In both Canada and Quebec, any person—whether or not they are a shareholder of a corporation, may serve as its proxy—that is, the person authorized by resolution to act on behalf of the corporation when the time comes for that corporate shareholder to attend a shareholders’ meeting and voteof the corporation in which the shareholder holds voting shares and, thereby, to cast a vote there.
In Quebec, a power of attorney must be in writing and signed by the shareholder entitled to vote. Unless otherwise specified, a power of attorney is granted to attend any general or special meeting of shareholders and any adjournment thereof. This power of attorney shall remain valid and in effect with respect to the exercise of the voting rights of the shareholder corporation as long as it is not revoked by an express resolution of said corporation, a copy of which must be sent to the issuer or until the proxy holder himself terminates the power of attorney by giving reasonable notice.
Under federal law, a proxy must be in writing and signed by the shareholder entitled to vote or by the shareholder’s personal representative authorized in writing. A proxy is valid for the meeting to which it relates and for any adjournment of that meeting.