GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 841
Director liability 841 (1) Directors of an insurance holding company who vote for or consent to a resolution of the directors authorizing the issue of a share contrary to subsection 748(1) or the issue of subordinated indebtedness contrary to section 762 for a consideration other than money are jointly and severally, or solidarily, liable to the insurance holding company to make good any amount by which the consideration received is less than the fair equivalent of the money that the insurance holding company would have received if the share or subordinated indebtedness had been issued for money on the date of the resolution. Further liability (2) Directors of an insurance holding company who vote for or consent to a resolution of the directors authorizing any of the following are jointly and severally, or solidarily, liable to restore to the insurance holding company any amounts so distributed or paid and not otherwise recovered by the insurance holding company and any amounts in relation to any loss suffered by the insurance holding company: (a) a redemption or purchase of shares contrary to section 754; (b) a reduction of capital contrary to section 757; (c) a payment of a dividend contrary to section 761; or (d) a payment of an indemnity contrary to section 846. 2001, c. 9, s. 465; 2005, c. 54, s. 337(E)
Insurance Companies Act — I-11.8 842
Contribution 842 (1) A director who has satisfied a judgment in relation to the director’s liability under section 841 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded. Recovery (2) A director who is liable under section 841 is entitled to apply to a court for an order compelling a shareholder or other person to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other person contrary to section 754, 757, 761 or 846. Court order (3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so, (a) order a shareholder or other person to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other person contrary to section 754, 757, 761 or 846; (b) order an insurance holding company to return or issue shares to a person from whom the insurance holding company has purchased, redeemed or otherwise acquired shares; or (c) make any further order it thinks fit. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 843
Limitation 843 An action to enforce a liability imposed by section 841 may not be commenced after two years from the date of the resolution authorizing the action complained of. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 844
Directors liable for wages 844 (1) Subject to subsections (2) and (3), the directors of an insurance holding company are jointly and severally, or solidarily, liable to each employee of the insurance holding company for all debts not exceeding six months wages payable to the employee for services performed for the insurance holding company while they are directors. Conditions precedent (2) A director is not liable under subsection (1) unless (a) the insurance holding company has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; (b) the insurance holding company has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proven within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or (c) the insurance holding company has made an assignment or a bankruptcy order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proven within six months after the date of the assignment or bankruptcy order. Limitations (3) A director is not liable under subsection (1) unless the director is sued for a debt referred to in that subsection while a director or within two years after the director has ceased to be a director. Amount due after execution (4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. Subrogation of director (5) Where a director of an insurance holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment. Contribution entitlement (6) A director of an insurance holding company who has satisfied a claim under this section is entitled to a contribution from the other directors of the insurance holding company who are liable for the claim. 2001, c. 9, s. 465; 2004, c. 25, s. 203; 2005, c. 54, s. 338(E)
Insurance Companies Act — I-11.8 845
Defence — due diligence 845 (1) A director, officer or employee of an insurance holding company is not liable under section 841 or 844 and has fulfilled their duty under subsection 795(2) if they exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the insurance holding company that were represented to them by an officer of the insurance holding company or in a written report of the auditor of the insurance holding company fairly to reflect the financial condition of the insurance holding company; or (b) a report of a person whose profession lends credibility to a statement made by them. Defence — good faith (2) A director or officer of an insurance holding company has fulfilled their duty under subsection 795(1) if they relied in good faith on (a) financial statements of the insurance holding company that were represented to them by an officer of the insurance holding company or in a written report of the auditor of the insurance holding company fairly to reflect the financial condition of the insurance holding company; or (b) a report of a person whose profession lends credibility to a statement made by them. 2001, c. 9, s. 465; 2005, c. 54, s. 339
Insurance Companies Act — I-11.8 847
Directors’ and officers’ insurance 847 An insurance holding company may purchase and maintain insurance for the benefit of any person referred to in section 846 against any liability incurred by the person (a) in the capacity of a director or an officer of the insurance holding 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 insurance holding 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 insurance holding 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. 2001, c. 9, s. 465; 2005, c. 54, s. 340
Insurance Companies Act — I-11.8 848
Application to court for indemnification 848 (1) An insurance holding company or a person referred to in section 846 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 849
Incorporating instrument 849 On the application of an insurance holding company duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Part to be set out in the incorporating instrument of the insurance holding company. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 850
Letters patent to amend 850 (1) On receipt of an application referred to in section 849, 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 851
By-laws 851 (1) The directors of an insurance holding company may make, amend or repeal any by-laws, in the manner set out in subsections (2) and (3) and sections 852 to 856, to (a) change the maximum number, if any, of shares of any class that the insurance holding company is authorized to issue; (b) create new classes of shares; (c) change the designation of any or all of the insurance holding company’s shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of any or all of the insurance holding company’s shares, whether issued or unissued; (d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series; (e) divide a class of shares, whether issued or unissued, into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto; (f) authorize the directors to divide any class of unissued shares into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto; (g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series; (h) revoke, diminish or enlarge any authority conferred under paragraphs (f) and (g); (i) increase or decrease the number of directors, subject to subsection 796(1) and section 803; (j) change the name of the insurance holding company; or (k) change the place in Canada where the head office of the insurance holding company is to be situated. Shareholder 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 entitled to vote, and the shareholders may, by special resolution, confirm, amend or reject the by-law, amendment or repeal. Effective date of by-law (3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of by-laws referred to in paragraph (1)(j), approved by the Superintendent in writing. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 852
Class vote 852 (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 insurance holding 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. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 853
Separate resolutions 853 A proposed addition or amendment to the by-laws referred to in subsection 852(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 854
Revoking resolution 854 Where a special resolution referred to in subsection 851(2) so states, the directors may, without further approval of the shareholders, revoke the special resolution. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 855
Proposal to amend 855 (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of an insurance holding company may, in accordance with sections 770 and 771, make a proposal to make an application referred to in section 849 or to make, amend or repeal the by-laws referred to in subsection 851(1) of the insurance holding company. Notice of amendment (2) Notice of a meeting of shareholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of an insurance holding company to effect any of the changes referred to in subsection 851(1) is to be considered must set out the proposal. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 856
Rights preserved 856 No amendment to the incorporating instrument or by-laws of an insurance holding company affects an existing cause of action or claim or liability to prosecution in favour of or against the insurance holding company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the insurance holding company or any of its directors or officers are a party. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 857
Application to amalgamate 857 On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including a company or an insurance holding company but not including a mutual company or a federal credit union, the Minister may issue letters patent amalgamating and continuing the applicants as one insurance holding company. 2001, c. 9, s. 465; 2010, c. 12, s. 2121
Insurance Companies Act — I-11.8 858
Amalgamation agreement 858 (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement. Contents of agreement (2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular, (a) the name of the amalgamated insurance holding company and the province in which its head office is to be situated; (b) the name and place of ordinary residence of each proposed director of the amalgamated insurance holding company; (c) the manner in which any shares of each applicant are to be converted into shares or other securities of the amalgamated insurance holding company; (d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated insurance holding company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated insurance holding company; (e) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated insurance holding company or of any other body corporate that are to be issued in the amalgamation; (f) the proposed by-laws of the amalgamated insurance holding company; (g) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated insurance holding company; and (h) the proposed effective date of the amalgamation. Cross ownership of shares (3) If shares of one of the applicants are held by or on behalf of another of the applicants, other than shares held in the capacity of a personal representative or by way of security, the amalgamation agreement must provide for the cancellation of those shares when the amalgamation becomes effective without any repayment of capital in respect thereof, and no provision shall be made in the agreement for the conversion of those shares into shares of the amalgamated insurance holding company. 2001, c. 9, s. 465; 2005, c. 54, s. 341
Insurance Companies Act — I-11.8 859
Approval of agreement by Superintendent 859 An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 860(4) by the shareholders of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing. 2001, c. 9, s. 465; 2007, c. 6, s. 320
Insurance Companies Act — I-11.8 860
Approval by shareholders 860 (1) The directors of each applicant shall submit an amalgamation agreement for approval to a meeting of the shareholders of the body corporate of which they are directors and to the holders of each class or series of shares. Right to vote (2) Each share of an applicant carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote. Separate vote for class or series (3) The holders of shares of a class or series of shares of each applicant are entitled to vote separately as a class or series in respect of an amalgamation agreement if the agreement contains a provision that, if it were contained in a proposed amendment to the by-laws or incorporating instrument of the applicant, would entitle those holders to vote separately as a class or series. Special resolution (4) Subject to subsection (3), an amalgamation agreement is approved when it has been approved by special resolution by the shareholders of each applicant body corporate. Termination (5) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even though the agreement has been approved by the shareholders of all or any of the applicant bodies corporate. 2001, c. 9, s. 465; 2005, c. 54, s. 342
Insurance Companies Act — I-11.8 861
Vertical short-form amalgamation 861 (1) An insurance holding company may, without complying with sections 858 to 860, amalgamate with one or more bodies corporate that (a) are incorporated by or under an Act of Parliament, and (b) are wholly-owned subsidiaries of the insurance holding company if (c) the amalgamation is approved by a resolution of the directors of the insurance holding company and of each amalgamating subsidiary, and (d) the resolutions provide that (i) the shares of each amalgamating subsidiary will be cancelled without any repayment of capital in respect thereof, (ii) the letters patent of amalgamation and the by-laws of the amalgamated insurance holding company will be the same as the incorporating instrument and the by-laws of the amalgamating insurance holding company that is the holding body corporate, and (iii) no securities will be issued by the amalgamated insurance holding company in connection with the amalgamation. Horizontal short-form amalgamation (2) Two or more bodies corporate that (a) are incorporated by or under an Act of Parliament, and (b) are wholly-owned subsidiaries of the same holding body corporate may amalgamate and continue as one insurance holding company without complying with sections 858 to 860 if (c) at least one of the applicants is an insurance holding company, (d) the amalgamation is approved by a resolution of the directors of each of the applicants, and (e) the resolutions provide that (i) the shares of all applicants, except those of one of the applicants that is an insurance holding company, will be cancelled without any repayment of capital in respect thereof, (ii) the letters patent of amalgamation and the by-laws of the amalgamated insurance holding company will be the same as the incorporating instrument and the by-laws of the amalgamating insurance holding company whose shares are not cancelled, and (iii) the stated capital of the amalgamating insurance holding companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating insurance holding company whose shares are not cancelled. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 862
lies, or a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies, the Minister may not issue the letters patent of amalgamation unless the amalgamated insurance holding company is widely held. Deeming (7) If one of the applicants for letters patent of amalgamation is a converted company in respect of which subsection 407(4) applies, a company to which subsection 407(5) applies or an insurance holding company to which subsection 407(6) applies and the letters patent of amalgamation are issued, the amalgamated insurance holding company is deemed to be an insurance holding company in respect of which subsection 927(4) applies. 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 863
Issue of letters patent 863 (1) Where an application has been made to the Minister in accordance with section 862, the Minister may issue letters patent of amalgamation continuing the applicants as one insurance holding company. Letters patent (2) Where letters patent are issued pursuant to this section, section 713 applies with such modifications as the circumstances require in respect of the issue of the letters patent. Publication of notice (3) The Superintendent shall cause to be published in the Canada Gazette notice of the issuance of letters patent pursuant to subsection (1). 2001, c. 9, s. 465
Insurance Companies Act — I-11.8 864
Court enforcement 864 (1) If an insurance holding company, or any director, officer, employee or agent of an insurance holding company, is contravening or has failed to comply with any term or condition made in respect of the issuance of letters patent of amalgamation, the Minister may, in addition to any other action that may be taken under this Act, apply to a court for an order directing the insurance holding company, or the director, officer, employee or agent to comply with the term or condition, cease the contravention or do any thing that is required to be done, and on the application the court may so order and make any other order it thinks fit. Appeal (2) An appeal from an order of a court under this section lies in the same manner as, and to the same court to which, an appeal may be taken from any other order of the court. 2001, c. 9, s. 465