Insurance Companies Act — I-11.8 143
Notice of meeting 143 (1) Notice of the time and place of a meeting of a company’s shareholders or policyholders shall be sent within the prescribed period to (a) each shareholder entitled to vote at the meeting; (b) each policyholder who is determined under subsection (1.4) or (1.6) to be entitled to notice if no business referred to in subparagraphs (c)(i) to (iii) is to be dealt with; (c) each policyholder entitled to vote at the meeting if any of the following business is to be dealt with: (i) authorizing the company to apply to the Minister for approval of a mutualization proposal or amalgamation agreement, (ii) confirming a by-law changing the rights of policyholders to vote at meetings or the province in which the head office of the company is situated, or (iii) approving an agreement setting out the terms and means of effecting the transfer of all or substantially all of the company’s policies or the reinsurance of all or substantially all of the company’s policies; (d) each director; (e) the auditor of the company; (f) the actuary of the company; and (g) the Superintendent. Exception (1.001) In the case of a company that is not a distributing company and does not have any policyholders entitled to vote, notice may be sent within any shorter period specified in its by-laws. Number of eligible votes (1.01) A converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 164.08(1), that may be cast at the meeting as of the record date for determining the shareholders or policyholders entitled to receive the notice of meeting or, if there are to be separate votes of shareholders or policyholders at the meeting, the number of eligible votes, as defined in that subsection, in respect of each separate vote to be held at the meeting. Waiver of notice (1.1) A company is not required under subsection (1) to send to a person notice of a meeting if the person waives notice of the meeting. That waiver may be in any manner. Attendance constitutes waiver (1.2) A person who attends a meeting of shareholders or policyholders is deemed to have waived notice of the meeting, except where the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Practices of policyholder notification (1.3) A company shall adopt and follow either of the two practices set out in subsections (1.4) and (1.5) for the notification of policyholders under paragraph (1)(b). First practice (1.4) One practice requires the company to send the notice to each policyholder entitled to vote at the meeting. If that practice is adopted, each of those policyholders is entitled to notice under paragraph (1)(b). Second practice (1.5) The other practice requires the company, at the time of the application for or issuance of a policy that gives the policyholder the right to vote at meetings of the shareholders and policyholders of the company, and after that time at least once every three years, (a) to advise the policyholder of the policyholder’s right to attend and to vote in person or by proxy at those meetings; and (b) to provide the policyholder with a form on which the policyholder may indicate whether the policyholder wants to receive notices of those meetings. Notice under second practice (1.6) If a company chooses the practice under subsection (1.5), each policyholder entitled to vote at a meeting is entitled to notice under paragraph (1)(b) if, within three years before the record date fixed under subparagraph 142(1)(d)(i) or determined under paragraph 142(3)(a), they complete and return to the company the form referred to in paragraph (1.5)(b) indicating that they want to receive notice or they indicate to the satisfaction of the company that they want to receive notice. Exemption (2) The Minister may exempt a company from