GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 178
Void election or appointment 178 (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 167(2) or 171(1), section 172 or subsection 173(4) or (4.1), the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance. Failure to elect minimum (2) Where, at the close of a meeting of shareholders or policyholders of a company, the shareholders or policyholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a company, the purported election of directors at the meeting (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum. (3) and (4) [Repealed, 1997, c. 15, s. 204] 1991, c. 47, s. 178; 1997, c. 15, s. 204
Insurance Companies Act — I-11.8 179
Directors where elections incomplete or void 179 (1) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where subsection 178(1) or (2) applies at the close of any meeting of shareholders or policyholders of a company, the board of directors shall, until their successors are elected or appointed, consist solely of (a) where paragraph 178(2)(a) applies, the directors referred to in that paragraph; or (b) where subsection 178(1) or paragraph 178(2)(b) applies, those persons who were the incumbent directors immediately before the meeting. Where there is no approved rectification plan (2) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where a plan to rectify the non-compliance referred to in subsection 178(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred. Directors to call meeting (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders or policyholders to fill the vacancies, where paragraph 178(2)(a) applies, or elect a new board of directors, where subsection 178(1) or paragraph 178(2)(b) applies. Shareholder or policyholder may call meeting (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder or policyholder entitled to vote. 1991, c. 47, s. 179; 1997, c. 15, s. 205
Insurance Companies Act — I-11.8 180
Ceasing to hold office 180 (1) A director ceases to hold office (a) at the close of the annual meeting at which the director’s term of office expires; (b) when the director dies or resigns; (c) when the director becomes disqualified under section 168 or ineligible to hold office pursuant to subsection 212(2); (d) when the director is removed under section 181; or (e) when the director is removed from office under section 678.1 or 678.2. Date of resignation (2) The resignation of a director of a company becomes effective at the time a written resignation is sent to the company by the director or at the time specified in the resignation, whichever is later. 1991, c. 47, s. 180; 2001, c. 9, s. 380
Insurance Companies Act — I-11.8 181
Removal of director 181 (1) Subject to paragraph 176(1)(g) and this section, the shareholders or policyholders of a company may by resolution at a special meeting remove any director or all the directors from office. Exception (2) A shareholders’ director may be removed only by a resolution of the shareholders at a meeting of shareholders or shareholders and policyholders. Idem (3) A policyholders’ director may be removed only by a resolution of the policyholders at a meeting of policyholders or shareholders and policyholders. Idem (4) Where the holders of any class or series of shares of a company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series. Vacancy by removal (5) Subject to paragraphs 176(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders or policyholders at which the director is removed or, if not so filled, may be filled under section 185 or 187.
Insurance Companies Act — I-11.8 182
Statement of director 182 (1) A director who (a) resigns, (b) receives a notice or otherwise learns of a meeting of shareholders or policyholders called for the purpose of removing the director from office, or (c) receives a notice or otherwise learns of a meeting of directors or shareholders or policyholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire, is entitled to submit to the company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution. Statement to Superintendent (2) Where a director resigns as a result of a disagreement with the other directors or the officers of a company, the director shall submit to the company and the Superintendent a written statement setting out the nature of the disagreement.
Insurance Companies Act — I-11.8 183
Circulation of statement 183 (1) A company shall forthwith on receipt of a director’s statement referred to in subsection 182(1) relating to a matter referred to in paragraph 182(1)(b) or (c), or a director’s statement referred to in subsection 182(2), send a copy thereof to each shareholder and policyholder entitled to receive a notice of meetings under paragraph 143(1)(a) or (b) and to the Superintendent, unless the statement is attached to a notice of a meeting. Immunity for statement (2) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).
Insurance Companies Act — I-11.8 184
Shareholders or policyholders filling vacancy 184 The by-laws of a company may provide that a vacancy among the directors is to be filled only by vote of (a) the shareholders or policyholders; (b) the shareholders, if the vacancy occurs among the shareholders’ directors; (c) the policyholders, if the vacancy occurs among the policyholders’ directors; or (d) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.
Insurance Companies Act — I-11.8 185
Directors filling vacancy 185 (1) Despite section 192 but subject to subsection (2) and sections 184, 186 and 187, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws. Where composition fails (2) Notwithstanding sections 184 and 192, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 167, subsection 171(1), section 172 and subsection 173(4), the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith. 1991, c. 47, s. 185; 2005, c. 54, s. 247
Insurance Companies Act — I-11.8 186
Vacancy among shareholders’ or policyholders’ directors 186 Notwithstanding section 192 but subject to sections 184 and 187, where a company has shareholders’ directors and policyholders’ directors and a vacancy occurs among those directors, (a) the remaining shareholders’ directors or policyholders’ directors, as the case may be, may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number — or from a failure to elect the number or minimum number — of shareholders’ directors or policyholders’ directors provided for in the by-laws; (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 167, subsection 171(1), section 172 and subsection 173(4), the other directors may fill that vacancy; and (c) if there are no such remaining directors and paragraph (b) does not apply, any shareholder or policyholder entitled to vote may call a meeting of shareholders or policyholders for the purpose of filling the vacancy. 1991, c. 47, s. 186; 2005, c. 54, s. 248
Insurance Companies Act — I-11.8 187
Class vacancy 187 Notwithstanding section 192 but subject to section 184, where the holders of any class or series of shares of a company have an exclusive right to elect one or more directors and a vacancy occurs among those directors, (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series; (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 167, subsection 171(1), section 172 and subsection 173(4), the other directors may fill that vacancy; and (c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy. 1991, c. 47, s. 187; 2005, c. 54, s. 249
Insurance Companies Act — I-11.8 188
Unexpired term 188 (1) Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office. Affiliation (2) Notwithstanding subsection 171(3), the affiliation of a person to be elected or appointed to fill a vacancy shall be determined as at the date of the person’s election or appointment and that person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders and policyholders.
Insurance Companies Act — I-11.8 188.1
Additional directors 188.1 (1) Shareholders’ directors may appoint one or more additional directors as shareholders’ directors, and policyholders’ directors may appoint one or more additional directors as policyholders’ directors, where the by-laws of the company allow them to do so and the by-laws determine the minimum and maximum numbers of shareholders’ directors and policyholders’ directors. Term of office (2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders or policyholders of the company. Limit on number appointed (3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders or policyholders of the company. 1997, c. 15, s. 206
Insurance Companies Act — I-11.8 189
Meetings required 189 (1) The directors shall meet at least four times during each financial year. Place for meetings (2) The directors may meet at any place unless the by-laws provide otherwise. Notice for meetings (3) The notice for the meetings must be given as required by the by-laws. 1991, c. 47, s. 189; 1997, c. 15, s. 207
Insurance Companies Act — I-11.8 190
Notice of meeting 190 (1) A notice of a meeting of directors shall specify each matter referred to in section 207 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting. Waiver of notice (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director 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. Adjourned meeting (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.
Insurance Companies Act — I-11.8 191
Quorum 191 (1) Subject to section 192, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Idem (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be (a) a majority of the minimum number of directors required by this Act for the board of directors or a committee of directors; or (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the company. Director continues to be present (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 212(1), present at any particular time during the meeting is considered to be present for the purposes of this section. 1991, c. 47, s. 191; 2005, c. 54, s. 250
Insurance Companies Act — I-11.8 192
Resident Canadian majority 192 (1) The directors of a company shall not transact business at a meeting of directors unless (a) in the case of a company that is the subsidiary of a foreign institution, at least one half of the directors present are resident Canadians; and (b) in the case of any other company, a majority of the directors present are resident Canadians. Exception (2) Despite subsection (1), the directors of a company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting. 1991, c. 47, s. 192; 2013, c. 33, s. 107
Insurance Companies Act — I-11.8 192.1
Presence of unaffiliated director 192.1 (1) The directors of a company shall not transact business at a meeting of directors unless at least one of the directors who is not affiliated with the company is present. Exception (2) Despite subsection (1), the directors of a company may transact business at a meeting of directors if a director who is not affiliated with the company and who is not able to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting. Exception (3) Subsection (1) does not apply if all the voting shares of the company, other than directors’ qualifying shares, if any, are beneficially owned by a Canadian financial institution incorporated by or under an Act of Parliament. 2001, c. 9, s. 381
Insurance Companies Act — I-11.8 193
Electronic meeting 193 (1) Subject to the by-laws of a company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting. Deemed present (2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Act to be present at that meeting.
Insurance Companies Act — I-11.8 193.1
Resolution outside board meeting 193.1 (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors. Filing directors’ resolution (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors. Resolution outside committee meeting (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 203(3) or a resolution of the conduct review committee in carrying out its duties under subsection 204(3), is as valid as if it had been passed at a meeting of that committee. Filing committee resolution (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee. Evidence (5) 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. 1997, c. 15, s. 208; 2005, c. 54, s. 251
Insurance Companies Act — I-11.8 194
Dissent of director 194 (1) A director of a company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting; (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the company immediately after the meeting is adjourned. Loss of right to dissent (2) A director of a company who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director (3) A director of a company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director (a) causes the director’s dissent to be placed with the minutes of the meeting; or (b) sends the director’s dissent by registered mail or delivers it to the head office of the company.
Insurance Companies Act — I-11.8 195
Record of attendance 195 (1) A company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors. Statement to shareholders and policyholders (2) A company shall attach to the notice of each annual meeting it sends to its shareholders and policyholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director. 1991, c. 47, s. 195; 1997, c. 15, s. 209
Insurance Companies Act — I-11.8 196
Meeting required by Superintendent 196 (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a company to hold a meeting of directors of the company to consider the matters set out in the notice. Attendance of Superintendent (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).
Insurance Companies Act — I-11.8 197
By-laws 197 (1) Unless this Act otherwise provides, the directors of a company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the company. Shareholder and policyholder approval (2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders and policyholders at the next meeting of shareholders and policyholders, and the shareholders and policyholders may, by resolution, confirm or amend the by-law, amendment or repeal. Separate vote (2.1) If a by-law made, amended or repealed under subsection (1) deals with the quorum of policyholders at a meeting of shareholders and policyholders, the policyholders who are entitled to vote on a resolution to confirm or amend the by-law, amendment or repeal are entitled to vote on it separately from the shareholders. Effective date of by-law (3) Unless this Act otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders and policyholders under subsection (2) or (2.1) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed. Effect where no shareholder or policyholder approval (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders and policyholders, or is not submitted to the shareholders and policyholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders and policyholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders and policyholders. 1991, c. 47, s. 197; 2001, c. 9, s. 382
Insurance Companies Act — I-11.8 198
Shareholder or policyholder proposal of by-law 198 A shareholder or policyholder entitled to vote at an annual meeting of shareholders and policyholders may, in accordance with sections 147 and 148, make a proposal to make, amend or repeal a by-law.
Insurance Companies Act — I-11.8 199
By-laws of former-Act company 199 (1) Subject to section 200, where a by-law of a former-Act company is in effect on the coming into force of this section, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act. Unconfirmed by-laws (2) A by-law made by the directors of a company under section 23 of the Canadian and British Insurance Companies Act , as that section read immediately before the coming into force of this section, and not confirmed at a general or annual meeting of the company in accordance with section 24 of that Act on or before the coming into force of this section, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders and policyholders following the coming into force of this section. Shareholder and policyholder approval (3) A by-law referred to in subsection (2) shall be submitted to the shareholders and policyholders at the first meeting of the shareholders and policyholders following the coming into force of this section. Application of ss. 197(3) and (4) and 198 (4) Subsections 197(3) and (4) and section 198 apply in respect of a by-law referred to in this section as if it were a by-law made under section 197.