GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 130
Duty to register transfer 130 (1) Subject to Part VII, where a security in registered form is presented for transfer, the issuer shall register the transfer if (a) the security is endorsed by an appropriate person; (b) reasonable assurance is given that the endorsement is genuine and effective; (c) the issuer has no duty to inquire into adverse claims or has discharged any such duty; (d) all applicable laws relating to the collection of taxes have been complied with; (e) the transfer is rightful or is to a bona fide purchaser; and (f) the fee, if any, referred to in subsection 89(2) has been paid. Liability for delay (2) Where an issuer has a duty to register a transfer of a security, the issuer is liable to the person presenting it for registration for any loss resulting from any unreasonable delay in registration or from the failure or refusal to register the transfer.
Insurance Companies Act — I-11.8 131
Assurance of endorsements 131 (1) An issuer may require an assurance that each necessary endorsement on a security is genuine and effective by requiring a guarantee of the signature of the person endorsing the security and by requiring (a) if the endorsement is by an agent, reasonable assurance of authority to sign; (b) if the endorsement is by a fiduciary, evidence of appointment or incumbency; (c) if there is more than one fiduciary, reasonable assurance that all who are required to sign have done so; and (d) in any other case, assurance that corresponds as closely as practicable to the foregoing. Definition of guarantee of the signature (2) For the purposes of subsection (1), guarantee of the signature means a guarantee signed by or on behalf of a person whom the issuer believes, on reasonable grounds, to be a responsible person. Standards (3) An issuer may adopt reasonable standards to determine responsible persons for the purposes of subsection (2). Definition of evidence of appointment or incumbency (4) For the purposes of paragraph (1)(b), evidence of appointment or incumbency means (a) in the case of a fiduciary appointed by a court and referred to in subsection 100(1), a copy of the certified court order referred to in subsection 100(1) and dated not earlier than sixty days before the day a security is presented for transfer; or (b) in the case of any other fiduciary, a copy of a document showing the appointment or other evidence believed by the issuer to be appropriate. Standards (5) An issuer may adopt reasonable standards with respect to evidence referred to in paragraph (4)(b). No notice to issuer (6) An issuer is deemed not to have notice of the contents of any document referred to in subsection (4) that is obtained by the issuer except to the extent that the contents relate directly to appointment or incumbency.
Insurance Companies Act — I-11.8 132
Notice from additional documentation 132 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 131(1) and obtains a copy of a will, trust or partnership agreement or a by-law or similar document, the issuer is deemed to have notice of all matters contained therein affecting the transfer.
Insurance Companies Act — I-11.8 133
Limited duty of inquiry 133 (1) An issuer to whom a security is presented for registration has a duty to inquire into adverse claims if (a) the issuer receives written notice of an adverse claim at a time and in a manner that provides the issuer with a reasonable opportunity to act on it before the issue of a new, reissued or re-registered security and the notice discloses the name and address of the claimant, the registered owner and the issue of which the security is a part; or (b) the issuer is deemed to have notice of an adverse claim from a document that it obtained under section 132. Discharge of duty (2) An issuer may discharge a duty of inquiry by any reasonable means, including notifying an adverse claimant by registered mail sent to the address provided by the adverse claimant or, if no such address has been provided, to the adverse claimant’s residence or regular place of business, that a security has been presented for registration of transfer by a named person and that the transfer will be registered unless, within thirty days after the date of mailing of the notice, either (a) the issuer is served with a restraining order or other order of a court, or (b) the issuer is provided with an indemnity bond sufficient in the issuer’s judgment to protect the issuer and any registrar, transfer agent or other agent of the issuer from any loss that may be incurred by any of them as a result of complying with the adverse claim.
Insurance Companies Act — I-11.8 134
Inquiry into adverse claims 134 Unless an issuer is deemed to have notice of an adverse claim from a document that it obtained under section 132 or has received notice of an adverse claim under subsection 133(1), if a security presented for registration is endorsed by the appropriate person, the issuer has no duty to inquire into adverse claims and, in particular, (a) an issuer registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and thereafter the issuer may assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular security; (b) an issuer registering a transfer on an endorsement by a fiduciary has no duty to inquire into whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and (c) an issuer is deemed not to have notice of the contents of any court record or any registered document even if the record or document is in the issuer’s possession and even if the transfer is made on the endorsement of a fiduciary to the fiduciary specifically or to the fiduciary’s nominee.
Insurance Companies Act — I-11.8 135
Duration of notice of adverse claim 135 A written notice of adverse claim received by an issuer is effective for twelve months after the day it was received unless the notice is renewed in writing.
Insurance Companies Act — I-11.8 136
Limitation on issuer’s liability 136 (1) Except as otherwise provided in any applicable law relating to the collection of taxes, an issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a security if (a) the necessary endorsements were on or with the security; and (b) the issuer had no duty to inquire into adverse claims or had discharged any such duty. Duty of issuer on default (2) If an issuer has registered a transfer of a security to a person not entitled to it, the issuer shall on demand deliver a like security to the owner unless (a) the issuer is not liable by virtue of subsection (1); (b) the owner is precluded by subsection 137(1) from asserting any claim; or (c) the delivery would result in over-issue in respect of which section 101 applies.
Insurance Companies Act — I-11.8 137
Lost or stolen security 137 (1) Where a security has been lost, apparently destroyed or wrongfully taken, and the owner fails to notify the issuer of that fact by giving the issuer written notice of the owner’s adverse claim within a reasonable time after the owner knows of the loss, destruction or taking, then, if the issuer has registered a transfer of the security before receiving the notice, the owner is precluded from asserting against the issuer any claim to a new security. Duty to issue new security (2) Where the owner of a security claims that the security has been lost, destroyed or wrongfully taken, the issuer shall issue a new security in place of the original security if the owner (a) so requests before the issuer has notice that the security has been acquired by a bona fide purchaser; (b) provides the issuer with a sufficient indemnity bond; and (c) satisfies any other reasonable requirements imposed by the issuer. Duty to register transfer (3) If, after the issue of a new security under subsection (2), a bona fide purchaser of the original security presents the original security for registration of transfer, the issuer shall register the transfer unless registration would result in over-issue in respect of which section 101 applies. Right of issuer to recover (4) In addition to the rights that an issuer has by reason of an indemnity bond, the issuer may recover the new security issued under subsection (2) from the person to whom it was issued or any person taking under that person other than a bona fide purchaser.
Insurance Companies Act — I-11.8 138
Authenticating agent’s duty 138 An authenticating trustee, registrar, transfer agent or other agent of an issuer has, in respect of the issue, registration of transfer and cancellation of a security of the issuer, (a) a duty to the issuer to exercise good faith and reasonable diligence; and (b) the same obligations to the holder or owner of a security and the same rights, privileges and immunities as the issuer.
Insurance Companies Act — I-11.8 139
Notice to agent 139 Notice to an authenticating trustee, registrar, transfer agent or other agent of an issuer is notice to the issuer in respect of the functions performed by the agent.
Insurance Companies Act — I-11.8 140
Place of meetings 140 (1) Meetings of shareholders or policyholders of a company shall be held at the place within Canada provided for in the by-laws of the company or, in the absence of any such provision, at the place within Canada that the directors determine. Participation by electronic means (2) Unless the by-laws provide otherwise, any person who is entitled to attend a meeting of shareholders or policyholders may participate in the meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting if the company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Act to be present at the meeting. Regulations (3) The Governor in Council may make regulations respecting the manner of and conditions for participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. 1991, c. 47, s. 140; 2005, c. 54, s. 228
Insurance Companies Act — I-11.8 141
Calling meetings 141 (1) The directors of a company (a) shall, after the meeting called pursuant to subsection 50(1) or (2), call the first annual meeting of shareholders and policyholders of the company, which meeting must be held not later than six months after the end of the first financial year of the company; (b) shall subsequently call an annual meeting of shareholders and policyholders, which meeting must be held not later than six months after the end of each financial year; and (c) may at any time call a special meeting of shareholders or policyholders. Order to delay calling annual meeting (2) Despite subsection (1), the company may apply to the court for an order extending the time for calling an annual meeting. Obligation to notify Superintendent (3) The company shall give notice of the application to the Superintendent before any hearing concerning the application and shall provide the Superintendent with a copy of any order that is issued. Superintendent’s right to appear (4) The Superintendent is entitled to appear and be heard in person or by counsel at any hearing concerning the application. 1991, c. 47, s. 141; 2005, c. 54, s. 229
Insurance Companies Act — I-11.8 143
aragraph (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 the application of paragraph (1)(c) with respect to business consisting of the approval of an amalgamation agreement, having regard to the size of the company and of the companies or bodies corporate with which it proposes to amalgamate. Publication in newspaper (3) In addition to the notice required under subsection (1), (a) where any class of shares of a company is publicly traded on a recognized stock exchange in Canada, notice of the time and place of the meeting of shareholders shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in the place where the head office of the company is situated and in each place in Canada where the company has a transfer agent or where a transfer of the company’s shares may be recorded; or (b) notice of the time and place of the meeting of policyholders of the company and, where a company follows the practice under subsection (1.5), information on the means by which any policyholder can receive the notice required under subsection (1), shall be published once a week for at least four consecutive weeks before the date of the meeting in a newspaper in the place where the head office of the company is situated and in each region of Canada in which more than one per cent of the total number of policyholders entitled to vote at the meeting reside. Notice not required — shareholders (4) Notice of a meeting is not required to be sent to shareholders who are not registered on the records of the company or the company’s transfer agent on the record date fixed under subparagraph 142(1)(c)(i) or determined under paragraph 142(2)(a). Notice not required — policyholders (5) Notice of a meeting at which business referred to in paragraph (1)(c) is to be dealt with is not required to be sent to policyholders who become policyholders after the record date fixed under subparagraph 142(1)(d)(i) or determined under paragraph 142(3)(a). Effect of default (6) Failure to receive a notice of a meeting of shareholders or policyholders does not deprive a shareholder or policyholder of the right to vote at the meeting. 1991, c. 47, s. 143; 1993, c. 34, s. 78; 1997, c. 15, s. 187; 1999, c. 1, s. 2; 2001, c. 9, s. 370; 2005, c. 54, s. 231
Insurance Companies Act — I-11.8 144
Notice of adjourned meeting 144 (1) If a meeting of shareholders or policyholders is adjourned for less than thirty days, it is not necessary, unless the by-laws otherwise provide, to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Notice after longer adjournment (2) If a meeting of shareholders or policyholders is adjourned by one or more adjournments for a total of thirty days or more, notice of the continuation of the meeting shall be given as for an original meeting but, unless the meeting is adjourned by one or more adjournments for a total of more than ninety days, subsection 164.03(1) does not apply. 1991, c. 47, s. 144; 1997, c. 15, s. 188
Insurance Companies Act — I-11.8 145
Special business 145 (1) All matters dealt with at a special meeting of shareholders or policyholders or at an annual meeting of shareholders and policyholders are deemed to be special business, except that special business does not include consideration of (a) the financial statements; (b) the auditor’s report; (c) the actuary’s report; (d) the election of directors; (e) the remuneration of directors and reappointment of the incumbent auditor; or (f) the description of the roles of the actuary and the auditor in the preparation and audit of the financial statements. Notice of special business (2) Notice of a meeting of shareholders or policyholders at which special business is to be transacted must (a) state the nature of the special business in sufficient detail to permit a shareholder or policyholder to form a reasoned judgment thereon; (b) contain the text of any special resolution to be submitted to the meeting; and (c) state, where a management proxy circular is sent to shareholders concurrently with the notice, that a policyholder is entitled on request to receive a copy of the management proxy circular. Exemption (3) The Superintendent may exempt a company from the application of paragraph (2)(b) in relation to policyholders, on condition that, instead of sending the policyholders the text of a special resolution to be submitted to a meeting, the company send the policyholders a summary of the text. 1991, c. 47, s. 145; 1997, c. 15, s. 189
Insurance Companies Act — I-11.8 147
.1) it clearly appears that the proposal does not relate in a significant way to the business or affairs of the company; (c) the person submitting the proposal failed within the prescribed period before the company receives their proposal to present, in person or by proxy, at a meeting of shareholders or policyholders a proposal that at their request had been attached to a notice of meeting; (d) substantially the same proposal was set out in or attached to a dissident’s proxy circular or attached to a notice of meeting relating to, and was presented to shareholders or policyholders at, a meeting of shareholders or policyholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; (e) the rights conferred by subsections (1) to (4) are being abused to secure publicity; (f) in the case of a proposal submitted by a policyholder that relates to business that is referred to in paragraph 143(1)(c), the proposal is not signed by at least five hundred policyholders entitled to vote at the meeting to which the proposal is to be presented, or one per cent of the total number of those policyholders, whichever is lesser; (g) in the case of any other proposal submitted by a policyholder, the proposal is not signed by at least one hundred policyholders entitled to vote at the meeting to which the proposal is to be presented; (h) in the case of a proposal submitted by a policyholder, the proposal (i) relates to the management of the ordinary business and affairs of the company, or (ii) would, if implemented, result in a change in the character or direction of the company that would have a material adverse effect on the ability of the company to meet the reasonable expectations of the company’s participating policyholders as to the net cost of their insurance; or (iii) [Repealed, 1996, c. 6, s. 72] (i) in the case of a proposal submitted by a policyholder or a shareholder of a mutual company, the proposal would result in the mutual company being converted into a company with common shares. Company may refuse to include proposal (5.1) If a person who submits a proposal fails to continue to hold or own shares in accordance with paragraph (1.1)(a) or, as the case may be, does not continue to have the support of persons who are in the aggregate the registered holders or beneficial owners of the prescribed number of shares in accordance with paragraph (1.1)(b) until the end of the meeting, the company is not required to attach any proposal submitted by that person to a notice of meeting for any meeting held within the prescribed period after the day of the meeting. Immunity for proposal and statement (6) No company or person acting on behalf of a company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 1991, c. 47, s. 147; 1996, c. 6, s. 72; 1997, c. 15, s. 191; 2001, c. 9, s. 371(F); 2005, c. 54, s. 232
Insurance Companies Act — I-11.8 148
Notice of refusal 148 (1) If a company refuses to attach a proposal to a notice of a meeting, it shall in writing notify the person submitting the proposal of its intention not to attach the proposal to the notice of the meeting and of the reasons for the refusal. It shall notify the person within the prescribed period after either the day on which it receives the proposal or, if it has requested proof under subsection 147(1.4), the day on which it receives the proof. Application to court (2) On the application of a person submitting a proposal who claims to be aggrieved by a company’s refusal under subsection (1), a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit. Idem (3) A company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the company not to attach the proposal to the notice of the meeting, and the court, if it is satisfied that subsection 147(5) applies, may make such order as it thinks fit. Notice to Superintendent (4) An applicant under subsection (2) or (3) shall give the Superintendent written notice of the application and the Superintendent may appear and be heard at the hearing of the application in person or by counsel. 1991, c. 47, s. 148; 2005, c. 54, s. 233
Insurance Companies Act — I-11.8 149
Lists of shareholders and policyholders 149 (1) A company shall prepare an alphabetical list (a) of shareholders entitled to receive notice of a meeting showing the number of shares held by each shareholder (i) if a record date is fixed under subparagraph 142(1)(c)(i), no later than 10 days after that date, and (ii) if no record date is fixed, on the record date determined under paragraph 142(2)(a); and (b) of policyholders entitled to vote at a meeting (i) if a record date is fixed under subparagraph 142(1)(d)(ii), no later than the day on which the meeting is held, and (ii) if no record date is fixed, on the record date determined under paragraph 142(3)(b). Shareholder voting list (1.1) The company shall prepare an alphabetical list of shareholders entitled to vote as of the record date showing the number of shares held by each shareholder (a) if a record date is fixed under subparagraph 142(1)(c)(ii), no later than 10 days after that date; and (b) if no record date is fixed under subparagraph 142(1)(c)(ii), no later than 10 days after a record date is fixed under subparagraph 142(1)(c)(i) or no later than the record date determined under paragraph 142(2)(a), as the case may be. (1.2) [Repealed, 2005, c. 54, s. 234] Entitlement to vote — shareholders (2) Subject to section 164.08, a shareholder whose name appears on a list prepared under subsection (1.1) is entitled to vote the shares shown opposite their name. Entitlement to vote — policyholders (3) A policyholder whose name appears on a list prepared under paragraph (1)(b) is entitled to vote at the meeting to which the list relates. Examination of shareholder list (4) A shareholder or policyholder may examine the list of shareholders (a) during usual business hours at the head office of the company or at the place where its central securities register is maintained; and (b) at the meeting of shareholders for which the list was prepared. Verification of right of policyholder to vote (5) A shareholder or policyholder of a company may, at the meeting of policyholders for which the list referred to in subsection (1) was prepared, require the company to verify from that list whether a person identified both by name and by some other distinguishing feature is entitled to vote at that meeting. 1991, c. 47, s. 149; 1997, c. 15, s. 192; 1999, c. 1, s. 3; 2005, c. 54, s. 234