GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 775
One share — one vote 775 Subject to section 793, if a share of an insurance holding company entitles the holder of the share to vote at a meeting of shareholders, that share entitles the shareholder to one vote at the meeting. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 776
Representative shareholder 776 (1) If an entity is a shareholder of an insurance holding company, the insurance holding 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 of the insurance holding company. Powers of representative (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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 777
Joint shareholders 777 Unless the by-laws otherwise provide, if two or more persons hold shares jointly, one of those holders present at a meeting of shareholders may in the absence of the others vote the shares, 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 jointly held by them. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 778
Voting by hands or ballot 778 (1) Unless the by-laws otherwise provide, voting at a meeting of shareholders shall take place by show of hands except when a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. Ballot (2) A shareholder 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 insurance holding 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 under subsection 764(2) and entitled to vote at that meeting may vote by means of the telephonic, electronic or other communication facility that the insurance holding 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 by means of a telephonic, electronic or other communication facility. 2001, c. 9, s. 465; 2005, c. 54, s. 318
Insurance Companies Act — I-11.8 779
Resolution in lieu of meeting 779 (1) Except where a written statement is submitted by a director under section 809 or by an auditor under subsection 900(1), (a) a resolution in writing signed by all the shareholders entitled to vote on that resolution at a meeting of shareholders is as valid as if it had been passed at a meeting of the shareholders; and (b) a resolution in writing dealing with all matters required by this Part to be dealt with at a meeting of shareholders, and signed by all the shareholders entitled to vote at that meeting, satisfies all the requirements of this Part relating to meetings of shareholders. Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of shareholders. 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. 2001, c. 9, s. 465; 2005, c. 54, s. 319
Insurance Companies Act — I-11.8 780
Requisitioned meeting 780 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of an insurance holding company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders for the purposes stated in the requisition. Form (2) A requisition referred to in subsection (1) (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 insurance holding company; and (b) may consist of several documents of like form, each signed by one or more shareholders. Directors calling meeting (3) On receipt of a requisition referred to in subsection (1), the directors shall call a meeting of shareholders to transact the business stated in the requisition, unless (a) a record date has been fixed under paragraph 766(1)(c) and notice of it has been given under subsection 766(3); (b) the directors have called a meeting of shareholders and have given notice thereof under section 767; or (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 770(5)(b) to (e). Shareholders’ power (4) If the directors do not call a meeting within twenty-one days after receiving a requisition referred to in subsection (1), any shareholder who signed the requisition may call the meeting. Procedure (5) 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 Part. Reimbursement (6) Unless the shareholders otherwise resolve at a meeting called under subsection (4), the insurance holding company shall reimburse the shareholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting. 2001, c. 9, s. 465; 2005, c. 54, s. 320
Insurance Companies Act — I-11.8 781
Court may order meeting to be called 781 (1) A court may, on the application of a director, a shareholder who is entitled to vote at a meeting of shareholders 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 Part 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. (2) [Repealed, 2005, c. 54, s. 321] Varying quorum (3) Without restricting the generality of subsection (1), a court may order that the quorum required by the by-laws or this Part be varied or dispensed with at a meeting called, held and conducted pursuant to this section. Valid meeting (4) A meeting called, held and conducted pursuant to this section is for all purposes a meeting of shareholders of the insurance holding company duly called, held and conducted. 2001, c. 9, s. 465; 2005, c. 54, s. 321
Insurance Companies Act — I-11.8 782
Court review of election 782 (1) An insurance holding company or a shareholder or director of an insurance holding 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 insurance holding 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 insurance holding company until a new election is held or the new appointment is made; and (d) an order determining the voting rights of shareholders and persons claiming to own shares. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 783
Notice to Superintendent 783 (1) A person who makes an application under subsection 781(1) or 782(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). 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 784
Pooling agreement 784 A written agreement between two or more shareholders may provide that in exercising voting rights the shares held by them will be voted as provided in the agreement. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 785
Definitions 785 The following definitions apply in this Subdivision. 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 respect of 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 that is 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. 322] 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 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 under subsection 788(1); 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, (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 791(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 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 770(1.1)(b), or (vii) a communication, other than a solic­itation by or on behalf of the management of an insurance holding company, that is made to shareholders in the prescribed circumstances. ( sollicitation ) solicitation by or on behalf of the management of an insurance holding 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 insurance holding company. ( sollicitation effectuée par la direction d’une société de portefeuille d’assurances ou pour son compte ) 2001, c. 9, s. 465; 2005, c. 54, s. 322 2022, c. 10, s. 230(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 respect of 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 that is 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. 322]
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 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 under subsection 788(1); 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, (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 791(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 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 770(1.1)(b), or (vii) a communication, other than a solic­itation by or on behalf of the management of an insurance holding company, that is made to shareholders in the prescribed circumstances. ( sollicitation )
Insurance Companies Act — I-11.8
solicitation by or on behalf of the management of an insurance holding 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 insurance holding company. ( sollicitation effectuée par la direction d’une société de portefeuille d’assurances ou pour son compte )
Insurance Companies Act — I-11.8 786
Appointing proxyholder 786 (1) A shareholder who is entitled to vote at a meeting of shareholders may, by executing a form of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be shareholders, 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 by a shareholder’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 770(1). Required information (4) A form of proxy must indicate, in bold-face type, that the shareholder 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 behalf at a meeting to which the proxy relates, and must contain instructions as to the manner in which the shareholder 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 may revoke a proxy (a) by depositing an instrument in writing executed by the shareholder or by the shareholder’s attorney authorized in writing to do so (i) at the head office of the insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 787
Deposit of proxies 787 (1) The directors may specify, in a notice calling a meeting of shareholders or a continuation of a meeting of shareholders 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 insurance holding 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 forty-eight hours, excluding Saturdays and holidays. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 788
Mandatory solicitation 788 (1) Subject to subsections (2) and 768(2), the management of an insurance holding company shall, concurrently with sending notice of a meeting of shareholders, send a form of proxy that is in accordance with the regulations to each shareholder entitled to receive notice of the meeting under section 767. Exception (2) The management of an insurance holding company is not required to send a form of proxy under subsection (1) if the insurance holding company (a) is not a distributing insurance holding company; and (b) has 50 or fewer shareholders who are entitled to vote at a meeting, two or more joint holders of a share being counted as one shareholder. 2001, c. 9, s. 465; 2005, c. 54, s. 323 2022, c. 10, s. 226
Insurance Companies Act — I-11.8 789
Soliciting proxies 789 (1) A person shall not solicit proxies unless a proxy circular that is in accordance with the regulations is sent to the auditor of the insurance holding company, to each shareholder whose proxy is solicited and, in the case set out in paragraph (b), to the bank as follows: (a) in the case of solicitation by or on behalf of the management of an insurance holding company, a management proxy circular, either as an appendix to or as a separate document accompanying the notice of the meeting; and (b) in the case of any other solicitation, a dissident’s proxy circular stating the purposes of the solicitation. Exception — limited solicitation (1.1) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the insurance holding company, without sending a dissident’s proxy circular, if the total number of shareholders whose proxies are solicited is 15 or fewer, with two or more joint holders being counted as one shareholder. Exception — solicitation by public broadcast (1.2) Despite subsection (1), a person may solicit proxies, other than by or on behalf of the management of the insurance holding company, without sending a dissident’s proxy circular if the solicitation is, in the prescribed circumstances, conveyed by public broadcast, speech or publication. Copy to Superintendent (2) A person who sends a management proxy circular or dissident’s proxy circular shall concurrently send to the Superintendent a copy of it together with the form of proxy, any other documents for use in connection with the meeting and, in the case of a management proxy circular, a copy of the notice of meeting. Exemption by Superintendent (3) On the application of an interested person, the Superintendent may, on any terms that the Superintendent thinks fit, exempt the person from any of the requirements of subsection (1) and section 788, and the exemption may be given retroactive effect. Reporting exemptions (4) The Superintendent shall publish in a publication generally available to the public, a notice of a decision made by the Superintendent granting an exemption under subsection (3). 2001, c. 9, s. 465 2022, c. 10, s. 227
Insurance Companies Act — I-11.8 790
Attendance at meeting 790 (1) A person who solicits a proxy and is appointed proxyholder shall attend in person or cause an alternate proxyholder to attend every meeting in respect of which the proxy is valid, and the proxyholder or alternate proxyholder shall comply with the directions of the shareholder who executed the form of proxy. Rights of proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the appointing shareholder to speak at a meeting of shareholders in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one shareholder, to vote at the meeting in respect of any matter by way of a show of hands. Vote by show of hands (3) Despite subsections (1) and (2) and unless a shareholder or proxyholder demands a ballot, if the chairperson of a meeting of shareholders declares to the meeting that, if a ballot were conducted, the total number of votes attached to shares represented at the meeting by proxy required to be voted against what, to the knowledge of the chairperson, would be the decision of the meeting on a matter or group of matters is less than 5% of all the votes that might be cast by shareholders in person or by proxy, (a) the chairperson may conduct the vote in respect of that matter or group of matters by way of a show of hands; and (b) a proxyholder or alternate proxyholder may vote in respect of that matter or group of matters by way of a show of hands. 2001, c. 9, s. 465; 2005, c. 54, s. 325