250BBProxy vote if appointment specifies way to vote

#### 250BB Proxy vote if appointment specifies way to vote (1) An appointment of a proxy may specify the way the proxy is to vote on a particular resolution. If it does: (a) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; and (b) if the proxy has 2 or more appointments that specify different ways to vote on the resolution—the proxy must not vote on a show of hands; and (c) if the proxy is the chair of the meeting at which the resolution is voted on—the proxy must vote on a poll, and must vote that way; and (d) if the proxy is not the chair—the proxy need not vote on the poll, but if the proxy does so, the proxy must vote that way. If a proxy is also a member, this subsection does not affect the way that the person can cast any votes they hold as a member. > Note: A company’s constitution may provide that a proxy is not entitled to vote on a show of hands (see subsection 249Y(2)). (2) If the chair contravenes subsection (1), the chair commits an offence if the appointment as a proxy resulted from: (a) the company sending to members: (i) a list of persons willing to act as proxies; or (ii) a proxy appointment form holding the chair out as being willing to act as a proxy; or (b) the operation of section 250BC. (3) If a person other than the chair contravenes paragraph (1)(a) or (d), the person commits an offence if the person: (a) agreed to the appointment; or (b) held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to the appointment. (4) If a person other than the chair contravenes paragraph (1)(b), the person commits an offence if, in relation to at least 2 of the different ways of voting specified by the appointments, the person: (a) agreed to at least one of the appointments specifying that way of voting; or (b) held himself or herself out, or caused another person to hold him or her out, as being willing to act as a proxy in relation to at least one of the appointments specifying that way of voting. (5) An offence against subsection (2), (3) or (4) is an offence of strict liability. > Note: For strict liability, see section 6.1 of the Criminal Code.