Yes — CBCA s.188(4) gives every share of the corporation a vote on a continuance into another jurisdiction, whether or not that share otherwise carries voting rights.
Short answer
Moving a corporation's governing statute to another jurisdiction — continuing it, in CBCA terms — is treated as fundamental enough that the ordinary rule restricting voting to voting shares does not apply. Every share of the corporation gets a vote on a continuance resolution, non-voting classes included, and the resolution still needs the special-resolution supermajority to pass.
CBCA s.188 governs continuance out of the federal jurisdiction, and s.188(4) is unambiguous: “Each share of the corporation carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.” CBCA s.188(4) That overrides the ordinary default that non-voting shares stay silent on a shareholder resolution. s.188(5) then sets the threshold: “An application for continuance becomes authorized when the shareholders voting thereon have approved of the continuance by a special resolution.” CBCA s.188(5) A vote count that excludes the non-voting class understates both the quorum available and, potentially, whether the special-resolution threshold was actually met.
A continuance changes the statute the corporation lives under — its shareholders' remedies, its directors' residency obligations, its dissent and oppression rights all shift to whatever the destination jurisdiction provides. That is exactly the kind of fundamental change the CBCA elsewhere protects with dissent rights: s.190(1)(d) gives a shareholder who opposes a continuance under s.188 the right to dissent and demand fair value, on the same footing as the amalgamation and asset-sale triggers listed alongside it.
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