GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 757
Reduction of capital 757 (1) The stated capital of an insurance holding company may be reduced by special resolution. Limitation (2) An insurance holding company shall not reduce its stated capital by special resolution if there are reasonable grounds for believing that the insurance holding company is, or the reduction would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3). Contents of special resolution (3) A special resolution to reduce the stated capital of an insurance holding company shall specify the stated capital account or accounts from which the reduction of stated capital effected by the special resolution will be deducted. Approval by Superintendent (4) A special resolution to reduce the stated capital of an insurance holding company has no effect until it is approved in writing by the Superintendent. Exception (4.1) Subsection (4) does not apply if (a) the reduction in the stated capital is made solely as a result of changes made to the accounting principles referred to in subsection 331(4); and (b) there is to be no return of capital to shareholders as a result of the reduction. Conditions for approval (5) No approval to reduce the stated capital of an insurance holding company may be given by the Superintendent unless application therefor is made within three months after the time of the passing of the special resolution and a copy of the special resolution, together with a notice of intention to apply for approval, has been published in the Canada Gazette . Statements to be submitted (6) In addition to evidence of the passing of a special resolution to reduce the stated capital of an insurance holding company and of the publication thereof, statements showing (a) the number of the insurance holding company’s shares issued and outstanding, (b) the results of the voting by class of shares of the insurance holding company, (c) the insurance holding company’s assets and liabilities, and (d) the reason why the insurance holding company seeks the reduction of capital shall be submitted to the Superintendent at the time of the application for approval of the special resolution. 1991, c. 47, s. 757; 2001, c. 9, s. 465; 2007, c. 6, s. 317
Insurance Companies Act — I-11.8 758
Recovery by action 758 (1) Where any money or property was paid or distributed to a shareholder or other person as a consequence of a reduction of capital made contrary to section 757, a creditor of the insurance holding company may apply to a court for an order compelling the shareholder or other person to pay the money or deliver the property to the insurance holding company. Shares held by personal representative (2) No person holding shares in the capacity of a personal representative and registered on the records of the insurance holding company as a shareholder and therein described as the personal representative of a named person is personally liable under subsection (1), but the named person is subject to all the liabilities imposed by that subsection. Limitation (3) An action to enforce a liability imposed by subsection (1) may not be commenced more than two years after the date of the act complained of. Remedy preserved (4) This section does not affect any liability that arises under section 841. 1991, c. 47, s. 758; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 759
Adjustment of stated capital account 759 (1) On a purchase, redemption or other acquisition by an insurance holding company of shares or fractions thereof issued by it, the insurance holding company shall deduct from the stated capital account maintained for the class or series of shares so purchased, redeemed or otherwise acquired an amount equal to the result obtained by multiplying the stated capital in respect of the shares of that class or series by the number of shares of that class or series so purchased, redeemed or otherwise acquired and dividing by the number of shares of that class or series outstanding immediately before the purchase, redemption or other acquisition. Adjustment of stated capital account (2) An insurance holding company shall adjust its stated capital account or accounts in accordance with any special resolution referred to in section 757. Shares converted to another class (3) On a conversion of outstanding shares of an insurance holding company into shares of another class or series, or on a change of outstanding shares of the insurance holding company into shares of another class or series, the insurance holding company shall (a) deduct from the stated capital account maintained for the class or series of shares converted or changed an amount equal to the result obtained by multiplying the stated capital of the shares of that class or series by the number of shares of that class or series converted or changed, and dividing by the number of outstanding shares of that class or series immediately before the conversion or change; and (b) record the result obtained under paragraph (a) and any additional consideration received pursuant to the conversion or change in the stated capital account maintained or to be maintained for the class or series of shares into which the shares have been converted or changed. Stated capital of convertible shares (4) For the purposes of subsection (3) and subject to the insurance holding company’s by-laws, where an insurance holding company issues two classes of shares and there is attached to each class a right to convert a share of one class into a share of the other class and a share is so converted, the amount of stated capital attributable to a share in either class is the aggregate of the stated capital of both classes divided by the number of outstanding shares of both classes immediately before the conversion. Conversion or change of shares (5) Shares issued by an insurance holding company and converted into shares of another class or series, or changed under subsection 851(1) into shares of another class or series, become issued shares of the class or series of shares into which the shares have been converted or changed. 1991, c. 47, s. 759; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 760
Addition to stated capital account 760 On a conversion of any debt obligation of an insurance holding company into shares of a class or series of shares, the insurance holding company shall (a) deduct from the liabilities of the insurance holding company the nominal value of the debt obligation being converted; and (b) record the result obtained under paragraph (a) and any additional consideration received for the conversion in the stated capital account maintained or to be maintained for the class or series of shares into which the debt obligation has been converted. 1991, c. 47, s. 760; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 761
Declaration of dividend 761 (1) The directors of an insurance holding company may declare and an insurance holding company may pay a dividend by issuing fully paid shares of the insurance holding company or options or rights to acquire fully paid shares of the insurance holding company and, subject to subsection (4), the directors of an insurance holding company may declare and an insurance holding company may pay a dividend in money or property, and, where a dividend is to be paid in money, the dividend may be paid in a currency other than the currency of Canada. Notice to Superintendent (2) The directors of an insurance holding company shall notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for its payment. Share dividend (3) If shares of an insurance holding company are issued in payment of a dividend, the insurance holding company shall record in the stated capital account maintained or to be maintained for the shares of the class or series issued in payment of the dividend the declared amount of the dividend stated as an amount of money. When dividend not to be declared (4) The directors of an insurance holding company shall not declare and an insurance holding company shall not pay a dividend if there are reasonable grounds for believing that the insurance holding company is, or the payment would cause the insurance holding company to be, in contravention of subsection 992(1), any regulation made under subsection 992(2) or any order made under subsection 992(3). 1991, c. 47, s. 761; 2001, c. 9, s. 465; 2007, c. 6, s. 318
Insurance Companies Act — I-11.8 762
Restriction on subordinated indebtedness 762 (1) An insurance holding company shall not issue subordinated indebtedness unless the subordinated indebtedness is fully paid for in money or, with the approval of the Superintendent, in property. References to subordinated indebtedness (2) A person shall not in any prospectus, advertisement, correspondence or literature relating to any subordinated indebtedness issued or to be issued by an insurance holding company refer to the subordinated indebtedness otherwise than as subordinated indebtedness. Other currencies (3) When issuing subordinated indebtedness, an insurance holding company may provide that any aspect of the subordinated indebtedness relating to money or involving the payment of or the liability to pay money in relation thereto be in a currency other than that of Canada including, without restricting the generality of the foregoing, the payment of any interest thereon. 1991, c. 47, s. 762; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 763
Sections 85 to 139 apply 763 Sections 85 to 139 apply in respect of insurance holding companies, subject to the following: (a) references to “company” in those sections are to be read as references to “insurance holding company”; (b) references to “this Act” in those sections are to be read as references to “this Part”; (c) references to “Part VII” in those sections are to be read as references to “Division 7 of Part XVII”; (d) references to “this Part” in those sections are to be read as references to “this Division”; (e) paragraph 92(1)(a) is to be read without reference to the words “other than section 427”; (f) the reference to “sections 142 to 145 and section 149” in subsection 97(1) is to be read as a reference to “sections 766 to 769 and 772”; and (g) the reference to “section 75 or 81” in subsection 101(3) is to be read as a reference to “section 754 or 759”. 1991, c. 47, s. 763; 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 764
Place of meetings 764 (1) Meetings of shareholders of an insurance holding company shall be held at the place within Canada provided for in the by-laws of the insurance holding 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 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 insurance holding company makes one available. A person who is participating in a meeting by one of those means is deemed for the purposes of this Part 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. 2001, c. 9, s. 465; 2005, c. 54, s. 311
Insurance Companies Act — I-11.8 765
Calling meetings 765 (1) The directors of an insurance holding company (a) shall, after the meeting called under subsection 740(1), call the first annual meeting of shareholders of the insurance holding company, which meeting must be held not later than six months after the end of the first financial year of the insurance holding company; (b) shall subsequently call an annual meeting of shareholders, 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. Order to delay calling annual meeting (2) Despite subsection (1), the insurance holding company may apply to the court for an order extending the time for calling an annual meeting. Obligation to notify Superintendent (3) The insurance holding 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. 2001, c. 9, s. 465; 2005, c. 54, s. 312
Insurance Companies Act — I-11.8 766
Authority to fix record date 766 (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of shareholders for any purpose, including for a determination of which shareholders are entitled to (a) receive payment of a dividend; (b) participate in a liquidation distribution; (c) receive notice of a meeting of shareholders; or (d) vote at a meeting of shareholders. Determination of record date (2) If no record date is fixed, (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders is (i) at the close of business on the day immediately preceding the day on which the notice is given, or (ii) if no notice is given, the day on which the meeting is held; and (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose. Notice of record date (3) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by (a) advertisement in a newspaper in general circulation in the place where the insurance holding company’s head office is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of its shares may be recorded; and (b) written notice to each stock exchange in Canada on which the insurance holding company’s shares are listed for trading. 2001, c. 9, s. 465; 2005, c. 54, s. 313
Insurance Companies Act — I-11.8 767
Notice of meeting 767 (1) Notice of the time and place of a meeting of shareholders of an insurance holding company shall be sent within the prescribed period to (a) each shareholder entitled to vote at the meeting; (b) each director; (c) the auditor of the insurance holding company; and (d) the Superintendent. Exception (1.1) In the case of an insurance holding company that is not a distributing insurance holding company, notice may be sent within any shorter period specified in its by-laws. Number of eligible votes (2) An insurance holding company in respect of which subsection 927(4) applies shall set out in the notice of a meeting the number of eligible votes, as defined under subsection 793(1), that may be cast at the meeting as of the record date for determining the shareholders entitled to receive the notice of meeting, or, if there are to be separate votes of shareholders 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 (3) An insurance holding 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 (4) A person who attends a meeting of shareholders 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. Publication in newspaper (5) In addition to the notice required under subsection (1), where any class of shares of an insurance holding 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 insurance holding company is situated and in each place in Canada where the insurance holding company has a transfer agent or where a transfer of the insurance holding company’s shares may be recorded. Notice not required (6) Notice of a meeting of shareholders is not required to be sent to shareholders who are not registered on the records of the insurance holding company or the insurance holding company’s transfer agent on the record date fixed under paragraph 766(1)(c) or determined under paragraph 766(2)(a). Effect of default (7) Failure to receive a notice of a meeting of shareholders does not deprive a shareholder of the right to vote at the meeting. 2001, c. 9, s. 465; 2005, c. 54, s. 314
Insurance Companies Act — I-11.8 768
Notice of adjourned meeting 768 (1) If a meeting of shareholders 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 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 788(1) does not apply. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 769
Special business 769 (1) All matters dealt with at a special meeting of shareholders or at an annual meeting of shareholders 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 election of directors; or (d) the remuneration of directors and reappointment of the incumbent auditor. Notice of special business (2) Notice of a meeting of shareholders at which special business is to be transacted must (a) state the nature of the special business in sufficient detail to permit a shareholder to form a reasoned judgment thereon; and (b) contain the text of any special resolution to be submitted to the meeting. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 770
 of the meeting; (d) substantially the same proposal was set out in or attached to a dissident’s proxy circular or a notice of a meeting relating to, and presented to shareholders at, a meeting of shareholders held within the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or (e) the rights conferred by subsections (1) to (4) are being abused to secure publicity. Insurance holding 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 insurance holding company is not required to attach any proposal submitted by that person to a notice of a meeting for any meeting held within the prescribed period after the day of the meeting. Immunity for proposal and statement (6) No insurance holding company or person acting on behalf of an insurance holding company incurs any liability by reason only of circulating a proposal or statement in compliance with subsections (2) and (3). 2001, c. 9, s. 465; 2005, c. 54, s. 315
Insurance Companies Act — I-11.8 771
Notice of refusal 771 (1) If an insurance holding 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 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 770(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 an insurance holding 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. Appeal to court (3) An insurance holding company or any person claiming to be aggrieved by a proposal may apply to a court for an order permitting the insurance holding company not to attach the proposal to the notice of the meeting, and the court, if it is satisfied that subsection 770(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. 2001, c. 9, s. 465; 2005, c. 54, s. 316
Insurance Companies Act — I-11.8 772
List of shareholders entitled to notice 772 (1) An insurance holding company shall prepare an alphabetical list of shareholders entitled to receive notice of a meeting, showing the number of shares held by each shareholder (a) if a record date is fixed under paragraph 766(1)(c), no later than 10 days after that date; and (b) if no record date is fixed, on the record date determined under paragraph 766(2)(a). Voting list (2) The insurance holding 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 paragraph 766(1)(d), no later than 10 days after that date; and (b) if no record date is fixed under paragraph 766(1)(d), no later than 10 days after a record date is fixed under paragraph 766(1)(c) or no later than the record date determined under paragraph 766(2)(a), as the case may be. Entitlement to vote (3) Subject to section 793, a shareholder whose name appears on a list prepared under subsection (2) is entitled to vote the shares shown opposite their name. Examination of list (4) A shareholder may examine the list of shareholders (a) during usual business hours at the head office of the insurance holding 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. 2001, c. 9, s. 465; 2005, c. 54, s. 317
Insurance Companies Act — I-11.8 773
Shareholders 773 (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. Quorum at opening (2) If a quorum is present at the opening of a meeting of shareholders, the shareholders 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 (3) If a quorum is not present at the opening of a meeting of shareholders, the shareholders present may adjourn the meeting to a fixed time and place but may not transact any other business. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 774
One shareholder meeting 774 If an insurance holding 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. 2001, c. 9, s. 465