No, a 51% shareholder cannot do that. They have to wait for a formal shareholder vote to change the composition of the Board.
Section 143 of the Canada Business Corporations Act says that any holder(s) of 5% or more of the voting shares in a corporation can petition the Board for a Special Meeting of shareholders for the settling of the issue(s) in the petition. If it's close to the time frame for an AGM, then the Board can delay the Special Meeting until then. Any shareholder can add an item to a meeting agenda with 5% shareholder support.
Under 143(6), the corporation is to reimburse the petitioner for any reasonable expenses incurred in calling and preparing for the meeting. However, a resolution to deny reimbursement is a real possibility if the proposed business is unpopular, so a shareholder bringing forward such a request should be prepared to bear their own costs if they fail.
A minority shareholder in Hudson Bay Minerals, SRM Global, filed a request for a special meeting of shareholders to remove the existing board on Dec. 11, 2008. The Board issued a press release to that effect on Dec. 19. The meeting will be held March 25, which I believe is when the AGM would have otherwise taken place, anyway. Maybe it was delayed because SRM filed suit to block the Lundin takeover without a shareholder vote. I just thought an example might be worthy of consideration.....greater than 14 weeks between application for a meeting and the holding of the meeting.
Lar
