GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 221
Indemnification 221 (1) A company may indemnify a director or officer of the company, a former director or officer of the company or another person who acts or acted, at the company’s request, as a director or officer of or in a similar capacity for another entity against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding in which they are involved because of that association with the company or other entity. Advances (2) A company may advance amounts to the director, officer or other person for the costs, charges and expenses of a proceeding referred to in subsection (1). They shall repay the amounts if they do not fulfil the conditions set out in subsection (3). No indemnification (3) A company may not indemnify a person under subsection (1) unless (a) the person acted honestly and in good faith with a view to the best interests of, as the case may be, the company or the other entity for which they acted at the company’s request as a director or officer or in a similar capacity; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that their conduct was lawful. Indemnification — derivative actions (4) A company may with the approval of a court indemnify a person referred to in subsection (1) or advance amounts to them under subsection (2) — in respect of an action by or on behalf of the company or other entity to procure a judgment in its favour to which the person is made a party because of the association referred to in subsection (1) with the company or other entity — against all costs, charges and expenses reasonably incurred by them in connection with that action if they fulfil the conditions set out in subsection (3). Right to indemnity (5) Despite subsection (1), a person referred to in that subsection is entitled to be indemnified by the company in respect of all costs, charges and expenses reasonably incurred by them in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the person is subject because of the association referred to in subsection (1) with the company or other entity described in that subsection if the person (a) was not judged by the court or other competent authority to have committed any fault or omitted to do anything that they ought to have done; and (b) fulfils the conditions set out in subsection (3). Heirs and personal representatives (6) A company may, to the extent referred to in subsections (1) to (5) in respect of the person, indemnify the heirs or personal representatives of any person whom the company may indemnify under those subsections. 1991, c. 47, s. 221; 2001, c. 9, s. 385(F); 2005, c. 54, s. 258
Insurance Companies Act — I-11.8 222
Directors’ and officers’ insurance 222 A company may purchase and maintain insurance for the benefit of any person referred to in section 221 against any liability incurred by the person (a) in the capacity of a director or an officer of the company, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the company; or (b) in the capacity of a director or officer of another entity or while acting in a similar capacity for another entity, if they act or acted in that capacity at the company’s request, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity. 1991, c. 47, s. 222; 2005, c. 54, s. 259
Insurance Companies Act — I-11.8 223
Application to court for indemnification 223 (1) A company or a person referred to in section 221 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit. Notice to Superintendent (2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel. Other notice (3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.
Insurance Companies Act — I-11.8 224
Incorporating instrument 224 On the application of a company or society duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the incorporating instrument of the company or society. 1991, c. 47, s. 224; 1997, c. 15, s. 214; 2001, c. 9, s. 386
Insurance Companies Act — I-11.8 225
Letters patent to amend 225 (1) On receipt of an application referred to in section 224, the Minister may issue letters patent to effect the proposal. Effect of letters patent (2) Letters patent issued pursuant to subsection (1) become effective on the day stated in the letters patent. 1991, c. 47, s. 225; 2001, c. 9, s. 387
Insurance Companies Act — I-11.8 226
Mutualization 226 (1) On the application of a company that has common shares but does not have securities that are not convertible into common shares until after, or options or rights to acquire those shares that are not exercisable until after, the time of the application, the Minister may approve a proposal to convert the company into a mutual company by the purchase, or other acquisition, for the purpose of cancellation of those shares, securities, options and rights. Definitions (2) In sections 227 to 236, common share includes (a) a security currently convertible into a common share, and (b) a currently exercisable option or a right to acquire a common share or a security referred to in paragraph (a); ( action ordinaire ) mutualization proposal means a proposal referred to in subsection (1). ( proposition de mutualisation ) Saving (3) Nothing in this section or sections 227 to 236 limits the powers of companies under subsection 75(1).
Insurance Companies Act — I-11.8 (a)
common share includes (a) a security currently convertible into a common share, and (b) a currently exercisable option or a right to acquire a common share or a security referred to in paragraph (a); ( action ordinaire )
Insurance Companies Act — I-11.8
mutualization proposal means a proposal referred to in subsection (1). ( proposition de mutualisation )
Insurance Companies Act — I-11.8 227
Contents of mutualization proposal 227 (1) Every mutualization proposal shall set out the terms and means of effecting the conversion, and, in particular, (a) the manner in which all issued and outstanding shares of the company, other than shares that may be issued by a mutual company, are to be purchased or otherwise acquired for the purpose of cancellation; (b) the price to be paid for those shares; (c) the nature of the consideration to be paid for those shares; (d) the amount of any dividends to be paid to the holders of those shares after their purchase or other acquisition; (e) the period within which the company intends to purchase or otherwise acquire those shares; (f) the anticipated date when the company will become a mutual company; and (g) the proposed by-laws of the converted company. Idem (2) The mutualization proposal shall also contain such other information and evidence as the Minister may require.
Insurance Companies Act — I-11.8 228
Shareholder and policyholder approval 228 (1) The directors of a company that makes a mutualization proposal shall, before applying to the Minister for approval of the proposal, submit it for approval to a meeting of the shareholders and policyholders entitled to vote and, subject to subsection (3), to the holders of each class or series of shares. Right to vote (2) Each share of a company that makes a mutualization proposal carries the right to vote in respect of the proposal whether or not it otherwise carries the right to vote. Class vote (3) The holders of shares of a class or series of shares of a company that makes a mutualization proposal are entitled to vote separately as a class or series in respect of the proposal. Policyholder vote (4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of a mutualization proposal. Special resolution (5) Subject to subsections (3) and (4), a mutualization proposal is approved when the shareholders and the policyholders who are entitled to vote have approved the proposal by special resolution.
Insurance Companies Act — I-11.8 229
Application to Minister 229 (1) A company shall, within three months after the approval of a mutualization proposal in accordance with section 228, apply to the Minister for approval of the proposal. Criteria for approval (2) In determining whether to approve a mutualization proposal, the Minister shall consider all matters that the Minister considers relevant and may not approve the proposal unless satisfied that (a) the proposal was approved by the shareholders and policyholders pursuant to section 228; (b) the conversion of the company into a mutual company may reasonably be expected to be achieved under the terms of the proposal and in accordance with this section and sections 230 to 236; (c) there are no reasonable grounds for believing that the conversion would cause the company to be in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3); (d) the stated capital of the company has ceased to be an important factor in safeguarding the interests of the policyholders of the company, having regard to the quality and amount of the assets of the company, the surplus of the company relative to its liabilities, the nature of the business carried on by the company and any other considerations deemed by the Minister to be relevant; (e) the price fixed by the directors for the purchase or other acquisition of the common shares of the company under the proposal is fair and reasonable in the circumstances; and (f) the proposal is in the best interests of the financial system in Canada. 1991, c. 47, s. 229; 2007, c. 6, s. 202
Insurance Companies Act — I-11.8 230
Effect of Minister’s approval 230 (1) Where the Minister approves a mutualization proposal made by a company, (a) the company may not issue any shares other than a share that may be issued by a mutual company; (b) the company may solicit offers from the holders of the shares of the company that are to be purchased or otherwise acquired to effect the conversion of the company but shall not purchase or otherwise acquire those shares until the approval of the Superintendent under section 234 is obtained; and (c) any change in the proposal must be approved by the shareholders and policyholders and by the Minister. Application of ss. 228 to 230 (2) Sections 228 to 230 apply with such modifications as the circumstances require in respect of changes in mutualization proposals.
Insurance Companies Act — I-11.8 231
Register to be kept 231 A company shall prepare and maintain a register recording the offers for sale of shares under the terms of a mutualization proposal in the order in which those offers are received by the company, showing, in respect of each offer, (a) the date of receipt by the company of the offer; (b) the name and address of the shareholder making the offer; (c) the number of shares so offered by the shareholder making the offer; (d) the price at which each of the shares so offered may be purchased or otherwise acquired; (e) the date of purchase, if any, of each of the shares so offered and the number of shares purchased; and (f) the date of withdrawal, if any, of the offer and the number of shares affected by the withdrawal.
Insurance Companies Act — I-11.8 232
Application to Superintendent 232 A company that holds binding offers from the holders of at least ninety per cent of each class of shares for the purchase or other acquisition of those shares pursuant to a mutualization proposal shall apply to the Superintendent for approval of the purchase or other acquisition of the shares.
Insurance Companies Act — I-11.8 233
Criteria for approval 233 The Superintendent shall approve the purchase or other acquisition of shares pursuant to a mutualization proposal if the Superintendent is satisfied that (a) the purchase or other acquisition of shares would not cause the company to be in contravention of subsection 515(1), any regulation made under subsection 515(2) or any order made under subsection 515(3); and (b) the stated capital of the shares has, in the opinion of the Superintendent, ceased to be an important factor in safeguarding the interests of the policyholders of the company, having regard to the quality and amount of the assets of the company, the surplus of the company relative to its liabilities, the nature of the business carried on by the company and any other considerations deemed by the Superintendent to be relevant. 1991, c. 47, s. 233; 2007, c. 6, s. 203
Insurance Companies Act — I-11.8 234
Effect of Superintendent’s approval 234 Where the Superintendent approves the purchase or other acquisition of shares of a company pursuant to a mutualization proposal, the company (a) shall, within the period set out in the mutualization proposal, purchase or otherwise acquire the shares for the purchase or other acquisition of which pursuant to the proposal the company holds binding offers; and (b) may acquire the remaining shares in accordance with Division X, which applies in respect of that acquisition with such modifications as the circumstances require, as if each reference in that Division to (i) the “offeree company” or the “offeror” were a reference to the “company”, (ii) a “dissenting offeree” were a reference to a holder of a share of the company who has not offered to sell his or her share under the terms of the mutualization proposal, (iii) an “offeree who accepted the take-over bid” were a reference to a holder of a share of the company who has offered to sell his or her share under the terms of the mutualization proposal, and (iv) the “date of the take-over bid” or the “date of termination of the take-over bid” were a reference to the date on which the Superintendent approves the purchase or other acquisition of the shares of the company pursuant to a mutualization proposal.
Insurance Companies Act — I-11.8 235
Payment 235 Notwithstanding anything in this Act, a company may, with the approval of the Superintendent, pay for shares purchased or otherwise acquired pursuant to a mutualization proposal by (a) making a promissory note that is, or issuing debt securities that are, payable at a fixed or determinable future time not later than ten years after the date of its making or their issue; or (b) issuing shares that a mutual company may issue.
Insurance Companies Act — I-11.8 236
Conversion into mutual company 236 (1) Where a company purchases or otherwise acquires all of its common shares pursuant to a mutualization proposal, (a) the company shall cancel those shares; and (b) the directors of the company shall apply to the Minister for the issue of letters patent to effect the conversion of the company into a mutual company. Issue of letters patent (2) On receipt of an application referred to in subsection (1), the Minister shall issue letters patent to effect the conversion of the company into a mutual company. Effect of letters patent (3) Letters patent issued pursuant to subsection (2) become effective on the day stated in the letters patent.
Insurance Companies Act — I-11.8 236.1
Definitions 236.1 The following definitions apply in sections 237 to 237.2. conversion proposal means a proposal to convert a mutual company into a company with common shares. ( proposition de transformation ) converting company has the meaning given to that expression by the regulations. ( société en transformation ) eligible policyholder has the meaning given to that expression by the regulations. ( souscripteur admissible ) letters patent of conversion means letters patent issued under paragraph 237(1)(b). ( lettres patentes de transformation ) 1999, c. 1, s. 4; 2011, c. 15, s. 30
Insurance Companies Act — I-11.8
conversion proposal means a proposal to convert a mutual company into a company with common shares. ( proposition de transformation )
Insurance Companies Act — I-11.8
converting company has the meaning given to that expression by the regulations. ( société en transformation )
Insurance Companies Act — I-11.8
eligible policyholder has the meaning given to that expression by the regulations. ( souscripteur admissible )
Insurance Companies Act — I-11.8
letters patent of conversion means letters patent issued under paragraph 237(1)(b). ( lettres patentes de transformation )
Insurance Companies Act — I-11.8 237
formation sessions for eligible policyholders and to take other measures to assist eligible policyholders in forming a reasoned judgment on the conversion proposal, and (ii) set the rules under which the information sessions must be held; (c.3) respecting restrictions on any fee, compensation or other consideration that may be paid, in respect of the conversion of a mutual company into a company with common shares, to any director, officer or employee of the company or to any entity with which a director, officer or employee of the company is associated; (c.4) prohibiting, during the period set out in the regulations, the issuance or provision of shares, share options or rights to acquire shares, of a company that has been converted from a mutual company into a company with common shares to (i) any director, officer or employee of the company, or (ii) any person who was a director, officer or employee of the company during the year preceding the effective date of conversion of the company; and (d) generally, respecting the conversion of a mutual company into a company with common shares. Regulations made under paragraph (2)(a.01) (2.1) Regulations made under paragraph (2)(a.01) may provide for court intervention in the process referred to in that paragraph, including the circumstances in which the court is to be seized of any matter in relation to that process, and may govern the court’s powers and procedures in that regard. They may also govern authorizations by the Superintendent in respect of notices to be sent in the context of that process. Exemption by Superintendent (3) A regulation made under subsection (2) may provide that the Superintendent may, on such terms and conditions as the Superintendent considers appropriate, exempt a company from prescribed requirements of that regulation. Exemption by Minister (4) The Minister may, on such terms and conditions as the Minister considers appropriate, exempt a company from any requirement of this Act or the regulations if (a) the company is a mutual company applying for the approval of a proposal to convert the company into a company with common shares; and (b) the Minister is of the opinion that the company is, or is about to be, in financial difficulty and that the exemption would help to facilitate an improvement in the financial condition of the company. 1991, c. 47, s. 237; 1994, c. 26, s. 38(E); 1997, c. 15, s. 215; 1999, c. 1, s. 5; 2014, c. 20, s. 211
Insurance Companies Act — I-11.8 237.1
Effect of letters patent of conversion 237.1 (1) Letters patent of conversion become effective on the day stated in the letters patent of conversion, and on that day (a) the company ceases to be a mutual company; and (b) the policyholders of the company cease to have any rights with respect to or any interest in the company as a mutual company. Consideration for shares (2) For the purposes of subsection 69(1) and section 70, shares issued by a company under a conversion proposal are deemed to be fully paid for in money and the amount of consideration received by the company for those shares is deemed to be equal to the book value of the company immediately after the effective date of its conversion, determined in accordance with the accounting principles referred to in subsection 331(4) and calculated without taking into account any amounts remaining at that time in the participating accounts that the company maintains under section 456. 1997, c. 15, s. 216; 1999, c. 1, s. 6
Insurance Companies Act — I-11.8 237.2
Distribution prohibited 237.2 (1) A mutual company shall not take any action or series of actions directed toward the distribution of all or part of its property to its policyholders or shareholders or the provision of any other benefit to its policyholders or shareholders, other than as provided in subsections 237(1) to (1.2), until a conversion proposal has been approved by the Minister under subsection 237(1). Exception (2) Nothing in subsection (1) prevents (a) the directors of the company from declaring a dividend on shares or a policy dividend, bonus or other benefit payable to policyholders in the ordinary course of business; or (b) the company from paying or otherwise satisfying a dividend, bonus or other benefit referred to in paragraph (a). Non-application (3) This section does not apply to a company that is insolvent within the meaning of the Winding-up and Restructuring Act . 2011, c. 15, s. 31
Insurance Companies Act — I-11.8 239
Class vote 239 (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the by-laws otherwise provide in the case of an amendment to the by-laws referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series on a proposal to amend the by-laws to (a) increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class; (b) effect an exchange, reclassification or cancellation of all or part of the shares of that class; (c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, without limiting the generality of the foregoing, (i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends, (ii) add, remove or change prejudicially redemption rights, (iii) reduce or remove a dividend preference or a liquidation preference, or (iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of the company, or sinking fund provisions; (d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class; (e) create a new class of shares equal or superior to the shares of that class; (f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or (g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class. Right limited (2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) if that series is affected by an addition or amendment to the by-laws in a manner different from other shares of the same class. Right to vote (3) Subsections (1) and (2) apply whether or not the shares of a class otherwise carry the right to vote.