GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 150
Shareholders 150 (1) Unless the by-laws otherwise provide, a quorum of shareholders is present at a meeting of shareholders if the holders of a majority of the shares who are entitled to vote at the meeting are present in person or represented by proxyholders. Policyholders (2) Unless the by-laws otherwise provide, a quorum of policyholders is present at a meeting of policyholders if at least five hundred policyholders who are entitled to vote at the meeting, or one per cent of the total number of those policyholders, whichever is lesser, are present in person or represented by proxyholders. Shareholders and policyholders (3) Unless the by-laws otherwise provide, a quorum of shareholders and policyholders is present at a meeting of shareholders and policyholders if the holders of a majority of the shares and at least five hundred policyholders, or one per cent of the total number of policyholders, whichever is lesser, who are entitled to vote at the meeting are present in person or represented by proxyholders. Quorum at opening (4) If a quorum is present at the opening of a meeting of shareholders or policyholders, the shareholders or policyholders present may, unless the by-laws otherwise provide, proceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting. No quorum at opening (5) If a quorum is not present at the opening of a meeting of shareholders or policyholders, the shareholders or policyholders present may adjourn the meeting to a fixed time and place but may not transact any other business. 1991, c. 47, s. 150; 2001, c. 9, s. 372
Insurance Companies Act — I-11.8 151
One shareholder meeting 151 If a company has only one shareholder, or only one holder of any class or series of shares, the shareholder present in person or represented by a proxyholder constitutes a meeting of shareholders or a meeting of shareholders of that class or series.
Insurance Companies Act — I-11.8 152
One share — one vote 152 Subject to section 164.08, if a share of a company entitles the holder of the share to vote at a meeting of shareholders or shareholders and policyholders, that share entitles the shareholder to one vote at the meeting. 1991, c. 47, s. 152; 2001, c. 9, s. 373
Insurance Companies Act — I-11.8 153
One vote for each participating policyholder 153 (1) Subject to subsection 149(3), the holder of one or more participating policies issued by a company is entitled to attend a meeting of policyholders or shareholders and policyholders of the company and is entitled to one vote at that meeting. Exception (2) Notwithstanding subsection (1) but subject to subsection 149(3), the holder of a participating policy that was issued by a former-Act company before June 1, 1992 is entitled to more than one vote, or to a fraction of a vote, at a meeting of policyholders or shareholders and policyholders of the company in accordance with the terms of the policy or the provisions of the incorporating instrument or the by-laws of the company that had not been repealed and had not otherwise ceased to have effect before that date. 1991, c. 47, s. 153; 1997, c. 15, s. 193
Insurance Companies Act — I-11.8 154
Other policyholders entitled to vote 154 (1) Subject to subsection 149(3), the holder of one or more policies, other than participating policies, issued by a company is entitled to attend a meeting of policyholders or shareholders and policyholders of the company, and is entitled to one vote at that meeting, where (a) the terms of one or more of those policies entitle the policyholder to vote at the meeting; or (b) the by-laws of the company entitle the policyholder to vote at the meeting. Exception (2) Notwithstanding subsection (1) but subject to subsection 149(3), the holder of a policy, other than a participating policy, that was issued by a former-Act company before June 1, 1992 is entitled to more than one vote, or to a fraction of a vote, at a meeting of policyholders or shareholders and policyholders of the company in accordance with the terms of the policy or the provisions of the incorporating instrument or the by-laws of the company that had not been repealed and had not otherwise ceased to have effect before that date. One policyholder — one vote (3) Subject to subsection 149(3), the holder of one or more participating policies issued by a company and one or more policies, other than participating policies, referred to in subsection (1) (a) is entitled to one vote as the holder of one or more participating policies and to another vote as the holder of one or more policies, other than participating policies, referred to in that subsection where this Act provides for participating policyholders to vote separately from other policyholders who are entitled to vote, or for those other policyholders to vote separately from participating policyholders; (b) is not otherwise entitled to more than one vote at a meeting of policyholders; and (c) is not otherwise entitled to more than one vote at a meeting of shareholders and policyholders, unless the holder is also a shareholder, in which case the holder is entitled to one vote as a policyholder and is also entitled to vote his or her shares. 1991, c. 47, s. 154; 1997, c. 15, s. 194
Insurance Companies Act — I-11.8 155
Representative shareholder or policyholder 155 (1) If an entity is a shareholder or policyholder of a company, the company shall recognize any natural person authorized by a resolution of the directors or governing body or similar authority of the entity to represent it at meetings of shareholders or policyholders of the company. Idem (2) A natural person authorized under subsection (1) to represent an entity may exercise on behalf of the entity all the powers the entity could exercise if the entity were a natural person who was a shareholder or policyholder.
Insurance Companies Act — I-11.8 156
Joint shareholders or policyholders 156 Unless the by-laws otherwise provide, if two or more persons hold shares or policies jointly, one of those holders present at a meeting of shareholders or policyholders may in the absence of the others vote the shares or policies, but if two or more of those persons who are present in person or represented by proxyholder vote, they shall vote as one on the shares or policies jointly held by them.
Insurance Companies Act — I-11.8 157
Voting by hands or ballot 157 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders or policyholders shall take place by show of hands except when a ballot is demanded by a shareholder, policyholder or proxyholder entitled to vote at the meeting. Ballot (2) A shareholder, policyholder or proxyholder may demand a ballot either before or after any vote by show of hands. Electronic voting (3) Despite subsection (1) and unless the by-laws provide otherwise, any vote referred to in that subsection may be held entirely by means of a telephonic, electronic or other communication facility if the company makes one available. Voting while participating electronically (4) Unless the by-laws provide otherwise, any person who is participating in a meeting of shareholders or policyholders under subsection 140(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the company has made available for that purpose. Regulations (5) The Governor in Council may make regulations respecting the manner of and conditions for voting at a meeting of shareholders or policyholders by means of a telephonic, electronic or other communication facility. 1991, c. 47, s. 157; 2005, c. 54, s. 235
Insurance Companies Act — I-11.8 158
Resolution in lieu of meeting 158 (1) Except where a written statement is submitted by a director under section 182 or by an auditor under subsection 344(1), (a) a resolution in writing signed by all the shareholders and policyholders entitled to vote on that resolution at a meeting of shareholders or policyholders is as valid as if it had been passed at a meeting of the shareholders or policyholders; and (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of shareholders or policyholders, and signed by all the shareholders and policyholders entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of shareholders or policyholders. Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders or policyholders. Evidence (3) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 1991, c. 47, s. 158; 2005, c. 54, s. 236
Insurance Companies Act — I-11.8 159
Requisitioned meeting 159 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders or shareholders and policyholders for the purposes stated in the requisition. Idem (2) At least five hundred policyholders entitled to vote at a meeting sought to be held, or one per cent of the total number of those policyholders, whichever is greater, may requisition the directors to call a meeting of policyholders or shareholders and policyholders for the purposes stated in the requisition. Form (3) A requisition referred to in subsection (1) or (2) (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the company; and (b) may consist of several documents of like form, each signed by one or more shareholders or policyholders. Directors calling meeting (4) On receipt of a requisition referred to in subsection (1) or (2), the directors shall call a meeting of shareholders or policyholders to transact the business stated in the requisition, unless (a) a record date has been fixed under subparagraph 142(1)(c)(i) or (d)(i) and notice of it has been given under subsection 142(4); (b) the directors have called a meeting of shareholders or policyholders and have given notice thereof under section 143; or (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 147(5)(b) to (e), (h) and (i). Shareholders’ and policyholders’ power (5) If the directors do not call a meeting within twenty-one days after receiving a requisition referred to in subsection (1) or (2), any shareholder or policyholder who signed the requisition may call the meeting. Procedure (6) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act. Reimbursement (7) Unless the shareholders or policyholders otherwise resolve at a meeting called under subsection (5), the company shall reimburse the shareholders or policyholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting. 1991, c. 47, s. 159; 1997, c. 15, s. 195; 2005, c. 54, s. 237
Insurance Companies Act — I-11.8 160
Court may order meeting to be called 160 (1) A court may, on the application of a director, a shareholder or policyholder who is entitled to vote or the Superintendent, order a meeting to be called, held or conducted in the manner that the court directs if (a) it is impracticable to call the meeting within the time or in the manner in which it is to be called; (b) it is impracticable to conduct the meeting in the manner required by this Act or the by-laws; or (c) the court thinks that the meeting ought to be called, held or conducted within the time or in the manner that it directs for any other reason. (1.1) [Repealed, 2005, c. 54, s. 238] Varying quorum (2) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section. Valid meeting (3) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders or policyholders of the company duly called, held and conducted. 1991, c. 47, s. 160; 1997, c. 15, s. 196; 2005, c. 54, s. 238
Insurance Companies Act — I-11.8 161
Court review of election 161 (1) A company or a shareholder, policyholder or director of a company may apply to a court to resolve any dispute in respect of the election or appointment of a director or an auditor of the company. Powers of court (2) On an application under subsection (1), a court may make any order it thinks fit including, without limiting the generality of the foregoing, (a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the dispute; (b) an order declaring the result of the disputed election or appointment; (c) an order requiring a new election or appointment, and including in the order directions for the management of the business and affairs of the company until a new election is held or the new appointment is made; and (d) an order determining the voting rights of shareholders, persons claiming to own shares, policyholders and persons claiming to be policyholders.
Insurance Companies Act — I-11.8 162
Notice to Superintendent 162 (1) A person who makes an application under subsection 160(1) or 161(1) shall give notice of the application to the Superintendent before the hearing and shall deliver a copy of the order of the court, if any, to the Superintendent. Superintendent representation (2) The Superintendent may appear and be heard in person or by counsel at the hearing of an application referred to in subsection (1).
Insurance Companies Act — I-11.8 163
Pooling agreement 163 A written agreement between two or more shareholders or policyholders may provide that in exercising voting rights the shares or policies held by them will be voted as provided in the agreement.
Insurance Companies Act — I-11.8 164
Definitions 164 The definitions in this section apply in this Division. intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction; (b) a securities depositary; (c) a financial institution; (d) in relation to a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act , bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer; (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan registered under the Income Tax Act ; (f) a nominee of a person referred to in any of paragraphs (a) to (e); and (g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security. ( intermédiaire ) registrant [Repealed, 2005, c. 54, s. 239] solicitation (a) includes (i) a request for a proxy whether or not accompanied by or included in a form of proxy, (ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, (iii) the sending of a form of proxy or other communication to a shareholder or policyholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and (iv) the sending of a form of proxy to a shareholder or policyholder under section 164.03; but (b) does not include (i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder or policyholder, (ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (iii) the sending by an intermediary of the documents referred to in subsection 164.06(1), (iv) a solicitation by a person in respect of shares of which they are the beneficial owner, (v) a prescribed public announcement by a shareholder or policyholder of how they intend to vote and the reasons for that decision, (vi) a communication for the purposes of obtaining the support of persons in accord­ance with paragraph 147(1.1)(b), or (vii) a communication, other than a solic­itation by or on behalf of the management of a company, that is made to shareholders or policyholders in the prescribed circumstances. ( sollicitation ) solicitation by or on behalf of the management of a company means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the company. ( sollicitation effectuée par la direction d’une société ou pour son compte ) 1991, c. 47, s. 164; 1997, c. 15, s. 197; 2005, c. 54, s. 239 2022, c. 10, s. 229(E)
Insurance Companies Act — I-11.8 (a)
intermediary means a person who holds a security on behalf of another person who is not the registered holder of the security, and includes (a) a securities broker or dealer required to be registered to trade or deal in securities under the laws of any jurisdiction; (b) a securities depositary; (c) a financial institution; (d) in relation to a clearing agency, a securities dealer, trust company, association within the meaning of section 2 of the Cooperative Credit Associations Act , bank or other person, including another clearing agency, on whose behalf the clearing agency or its nominee holds securities of an issuer; (e) a trustee or administrator of a self-administered retirement savings plan, retirement income fund or education savings plan or another similar self-administered savings or investment plan registered under the Income Tax Act ; (f) a nominee of a person referred to in any of paragraphs (a) to (e); and (g) a person who performs functions similar to those performed by a person referred to in any of paragraphs (a) to (e) and holds a security registered in their name, or in the name of their nominee, on behalf of another person who is not the registered holder of the security. ( intermédiaire )
Insurance Companies Act — I-11.8
registrant [Repealed, 2005, c. 54, s. 239]
Insurance Companies Act — I-11.8 (a)
solicitation (a) includes (i) a request for a proxy whether or not accompanied by or included in a form of proxy, (ii) a request to execute or not to execute or, in Quebec, to sign or not to sign a form of proxy or to revoke a proxy, (iii) the sending of a form of proxy or other communication to a shareholder or policyholder under circumstances reasonably calculated to result in the procurement, withholding or revocation of a proxy, and (iv) the sending of a form of proxy to a shareholder or policyholder under section 164.03; but (b) does not include (i) the sending of a form of proxy in response to an unsolicited request made by or on behalf of a shareholder or policyholder, (ii) the performance of administrative acts or professional services on behalf of a person soliciting a proxy, (iii) the sending by an intermediary of the documents referred to in subsection 164.06(1), (iv) a solicitation by a person in respect of shares of which they are the beneficial owner, (v) a prescribed public announcement by a shareholder or policyholder of how they intend to vote and the reasons for that decision, (vi) a communication for the purposes of obtaining the support of persons in accord­ance with paragraph 147(1.1)(b), or (vii) a communication, other than a solic­itation by or on behalf of the management of a company, that is made to shareholders or policyholders in the prescribed circumstances. ( sollicitation )
Insurance Companies Act — I-11.8
solicitation by or on behalf of the management of a company means a solicitation by any person pursuant to a resolution or instruction of, or with the acquiescence of, the directors or a committee of the directors of the company. ( sollicitation effectuée par la direction d’une société ou pour son compte )
Insurance Companies Act — I-11.8 164.01
Appointing proxyholder 164.01 (1) A shareholder or policyholder who is entitled to vote at a meeting of shareholders or policyholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders or policyholders, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. Execution of proxy (2) A form of proxy shall be executed by a shareholder or policyholder or by a shareholder’s or policyholder’s attorney authorized in writing to do so. Limit on authority (3) No appointment of a proxyholder provides authority for the proxyholder to act in respect of the appointment of an auditor or the election of a director unless a nominee proposed in good faith for the appointment or election is named in the form of proxy, a management proxy circular, a dissident’s proxy circular or a proposal under subsection 147(1). Required information (4) A form of proxy must indicate, in bold-face type, that the shareholder or policyholder by whom or on whose behalf it is executed may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the shareholder’s or policyholder’s behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder or policyholder may do so. Validity of proxy (5) A proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment. Revocation of proxy (6) A shareholder or policyholder may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or policyholder or by the shareholder’s or policyholder’s attorney authorized in writing to do so (i) at the head office of the company at any time up to and including the last business day before the day of a meeting, or a continuation of a meeting after an adjournment, at which the proxy is to be used, or (ii) with the chairperson of the meeting on the day of the meeting or a continuation of the meeting after an adjournment; or (b) in any other manner permitted by law. 1997, c. 15, s. 197
Insurance Companies Act — I-11.8 164.02
Deposit of proxies 164.02 (1) The directors may specify, in a notice calling a meeting of shareholders or policyholders or a continuation of a meeting of shareholders or policyholders after an adjournment, a time before which executed forms of proxy to be used at the meeting or the continued meeting must be deposited with the company or its transfer agent. Time for deposit of proxies (2) The time specified for the deposit of forms of proxy may not precede the meeting or the continued meeting by more than (a) forty-eight hours, excluding Saturdays and holidays, in the case of forms of proxy executed by shareholders; and (b) ten days, in the case of forms of proxy executed by policyholders. 1997, c. 15, s. 197