GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Insurance Companies Act — I-11.8 240
Participating policyholder vote 240 (1) Participating policyholders are entitled to vote separately on a proposal to amend the by-laws to add to, change or remove the rights of policyholders, other than participating policyholders, to vote at meetings of shareholders or policyholders. Policyholder vote (2) Policyholders who are entitled to vote, other than participating policyholders, are entitled to vote separately on a proposal to amend the by-laws to add to, change or remove the rights of policyholders, other than participating policyholders, to vote at meetings of shareholders or policyholders. Right limited (3) The holders of a class of non-participating policies who are entitled to vote are entitled to vote separately as a class if the right to vote attached to policies of that class is added to, changed or removed by an addition or amendment to the by-laws in a manner different from the right to vote attached to other non-participating policies.
Insurance Companies Act — I-11.8 241
Separate resolutions 241 (1) A proposed addition or amendment to the by-laws referred to in subsection 239(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series and the policyholders have approved the addition or amendment by a special resolution. Idem (2) A proposed addition or amendment to the by-laws referred to in section 240 is adopted when the participating policyholders, the non-participating policyholders who are entitled to vote and the holders of each class of non-participating policies entitled to vote separately thereon as a class and the shareholders have approved the addition or amendment by a special resolution.
Insurance Companies Act — I-11.8 242
Revoking resolution 242 Where a special resolution referred to in subsection 238(2) so states, the directors may, without further approval of the shareholders or policyholders, revoke the special resolution.
Insurance Companies Act — I-11.8 243
Proposal to amend 243 (1) Subject to subsection (2), a director or a shareholder or policyholder who is entitled to vote at an annual meeting of shareholders and policyholders of a company may, in accordance with sections 147 and 148, make a proposal to make an application referred to in section 224 or to make, amend or repeal the by-laws referred to in subsection 238(1) of the company. Notice of amendment (2) Notice of a meeting of shareholders or policyholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of a company to effect any of the changes referred to in subsection 238(1) is to be considered must set out the proposal. 1991, c. 47, s. 243; 2001, c. 9, s. 389
Insurance Companies Act — I-11.8 244
Rights preserved 244 No amendment to the incorporating instrument or by-laws of a company affects an existing cause of action or claim or liability to prosecution in favour of or against the company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the company or any of its directors or officers are a party.
Insurance Companies Act — I-11.8 245
Application to amalgamate 245 (1) On the joint application of two or more bodies corporate, incorporated by or under an Act of Parliament, including companies and insurance holding companies but not including federal credit unions, the Minister may issue letters patent amalgamating and continuing the applicants as one mutual company. Application to amalgamate (2) On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including companies — other than mutual companies — and insurance holding companies but not including federal credit unions, the Minister may issue letters patent amalgamating and continuing the applicants as one company. Application to amalgamate societies (3) On the joint application of two or more societies, the Minister may issue letters patent amalgamating and continuing the applicants as one society. 1991, c. 47, s. 245; 1997, c. 15, s. 218; 2001, c. 9, s. 390; 2010, c. 12, s. 2119
Insurance Companies Act — I-11.8 246
Amalgamation agreement 246 (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement. Contents of agreement — company (2) Every amalgamation agreement for an amalgamation to which subsection 245(1) or (2) applies shall set out the terms and means of effecting the amalgamation and, in particular, (a) the name of the amalgamated company and the province in which its head office is to be situated; (b) whether the amalgamated company is to be a mutual company or a company with common shares; (c) the name and place of ordinary residence of each proposed director of the amalgamated company; (d) the manner in which any shares of each applicant are to be converted into shares or other securities of the amalgamated company; (e) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated 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 company; (f) the manner of payment of money in lieu of the issue of fractional shares of the amalgamated company or of any other body corporate that are to be issued in the amalgamation; (g) the proposed by-laws of the amalgamated company; (h) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated company; and (i) the proposed effective date of the amalgamation. Contents of agreement — society (2.1) Every amalgamation agreement for an amalgamation to which subsection 245(3) applies shall set out the terms and means of effecting the amalgamation and, in particular, (a) the name of the amalgamated society 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 society; (c) the proposed by-laws of the amalgamated society; (d) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated society; and (e) 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 company. 1991, c. 47, s. 246; 1997, c. 15, s. 219; 2005, c. 54, s. 261
Insurance Companies Act — I-11.8 247
Approval of agreement by Superintendent 247 (1) An amalgamation agreement must be submitted to the Superintendent for approval and any approval of the agreement under subsection 248(5) by the shareholders, policyholders or members of an applicant is invalid unless, before the date of the approval, the Superintendent has approved the agreement in writing. Report of independent actuary (2) An amalgamation agreement submitted to the Superintendent for approval must be accompanied by the report of an independent actuary on the agreement. 1991, c. 47, s. 247; 1997, c. 15, s. 220(E); 2007, c. 6, s. 205
Insurance Companies Act — I-11.8 248
Approval by shareholders, policyholders and members 248 (1) The directors of each applicant shall submit an amalgamation agreement for approval (a) to a meeting of the shareholders and policyholders entitled to vote of the applicant company of which they are directors and to the holders of each class or series of shares; (b) 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; or (c) to a meeting of the members of the applicant society of which they are directors. 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. Policyholder vote (4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of an amalgamation agreement. Special resolution (5) Subject to subsections (3) and (4), an amalgamation agreement is approved when it has been approved by special resolution by (a) the shareholders and the policyholders who are entitled to vote of each applicant company; (b) the shareholders of each applicant body corporate; and (c) the members of each applicant society. Termination (6) 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, policyholders or members of all or any of the applicant companies, bodies corporate or societies. 1991, c. 47, s. 248; 1997, c. 15, s. 221; 2005, c. 54, s. 262
Insurance Companies Act — I-11.8 249
Vertical short-form amalgamation 249 (1) A company that does not have any participating policyholders may, without complying with sections 246 to 248, amalgamate with one or more bodies corporate that (a) are incorporated by or under an Act of Parliament, (b) are wholly-owned subsidiaries of the company, and (c) do not have any participating policyholders if (d) the amalgamation is approved by a resolution of the directors of the company and of each amalgamating subsidiary, and (e) 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 company will be the same as the incorporating instrument and the by-laws of the amalgamating company that is the holding body corporate, and (iii) no securities will be issued by the amalgamated 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, (b) are wholly-owned subsidiaries of the same holding body corporate, and (c) do not have any participating policyholders may amalgamate and continue as one company without complying with sections 246 to 248 if (d) at least one of the applicants is a company, (e) the amalgamation is approved by a resolution of the directors of each of the applicants, and (f) the resolutions provide that (i) the shares of all applicants, except those of one of the applicants that is a 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 company will be the same as the incorporating instrument and the by-laws of the amalgamating company whose shares are not cancelled, and (iii) the stated capital of the amalgamating companies and bodies corporate whose shares are cancelled will be added to the stated capital of the amalgamating company whose shares are not cancelled. 1991, c. 47, s. 249; 2005, c. 54, s. 263
Insurance Companies Act — I-11.8 250
ion 407(6) applies, the Minister may not issue the letters patent of amalgamation unless the amalgamated company is (a) widely held; or (b) controlled, within the meaning of paragraph 3(1)(d), by a company to which subsection 407(5) applies, or by an insurance holding company to which subsection 407(6) applies, that controlled one of the applicants at the time the application was made. 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 company is deemed to be a converted company in respect of which subsection 407(4) applies or a company to which subsection 407(5) applies, as the case may be. 1991, c. 47, s. 250; 1997, c. 15, s. 222; 2001, c. 9, s. 391
Insurance Companies Act — I-11.8 251
Issue of letters patent 251 (1) Where an application has been made to the Minister in accordance with section 250, the Minister may issue letters patent of amalgamation continuing the applicants as one company or society. Letters patent (2) Where letters patent are issued pursuant to this section, section 28 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). 1991, c. 47, s. 251; 1997, c. 15, s. 223
Insurance Companies Act — I-11.8 251.1
Court enforcement 251.1 (1) If a company or society, or any director, officer, employee or agent of a company or society, 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 company or society, 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. 392
Insurance Companies Act — I-11.8 252
Effect of letters patent 252 (1) On the day provided for in the letters patent issued under section 251 (a) the amalgamation of the applicants and their continuance as one company or society becomes effective; (b) the property of each applicant continues to be the property of the amalgamated company or society; (c) the amalgamated company or society continues to be liable for the obligations of each applicant; (d) any existing cause of action, claim or liability to prosecution is unaffected; (e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company or society; (f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company or society; (g) if any director or officer of an applicant continues as a director or officer of the amalgamated company, any disclosure by that director or officer of a material interest in any contract made to the applicant shall be deemed to be disclosure to the amalgamated company; and (h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company or society. Minutes (2) Any deemed disclosure under paragraph (1)(g) shall be recorded in the minutes of the first meeting of directors of the amalgamated company. 1991, c. 47, s. 252; 1997, c. 15, s. 224
Insurance Companies Act — I-11.8 253
Transitional 253 (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent, grant to a company or society in respect of which letters patent were issued under subsection 251(1) permission to (a) engage in a business activity specified in the order that the company or society would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made; (b) continue to have issued and outstanding debt obligations the issue of which is not authorized by this Act if the debt obligations were outstanding at the time the application for the letters patent was made; (c) [Repealed, 1994, c. 47, s. 121] (d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made; (e) acquire and hold assets that the company or society would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and (f) maintain outside Canada any records or registers required by this Act to be maintained in Canada. Duration of exceptions (2) The permission granted under subsection (1) shall be expressed to be granted for a period specified in the order not exceeding (a) with respect to any matter described in paragraph (1)(a), thirty days after the date of issue of the letters patent or, where the activity is conducted pursuant to an agreement existing on the date of issue of the letters patent, the expiration of the agreement; (b) with respect to any matter described in paragraph (1)(b), ten years; and (c) with respect to any matter described in any of paragraphs (1)(d) to (f), two years. Renewal (3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent, may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that the Minister considers necessary. Limitation (4) The Minister shall not grant to a company or society any permission (a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company or society that the company or society will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and (b) with respect to matters described in paragraphs (1)(d) and (e), that purports to be effective more than ten years after the date of issue of the letters patent. 1991, c. 47, s. 253; 1994, c. 47, s. 121; 1997, c. 15, s. 225; 2007, c. 6, s. 206
Insurance Companies Act — I-11.8 255
Taking of effect of approval 255 A transaction referred to in subsection 254(2) or (2.01) has no effect until it has been approved by the Minister or the Superintendent, as the case may be. 1991, c. 47, s. 255; 1997, c. 15, s. 227; 2007, c. 6, s. 208
Insurance Companies Act — I-11.8 257
Shareholder and policyholder approval 257 (1) A company or society proposing to transfer all or substantially all of its policies, to cause itself to be reinsured, on an assumption basis, against all or substantially all of the risks undertaken under its policies, or to sell all or substantially all of its assets shall submit the proposal for approval to a meeting of the shareholders and policyholders who are entitled to vote, or to a meeting of members, and, subject to subsection (3), to the holders of each class or series of shares. Notice to Superintendent (1.1) A company or society proposing to transfer all or substantially all of its policies must give notice of the proposal to the Superintendent. Information (1.2) After receiving the notice, the Superintendent may direct the company or society to provide its shareholders, policyholders and members with any information that the Superintendent may require. Right to vote (2) Each share of the company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote. Class vote (3) The holders of shares of a class or series of shares of the company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series. Policyholder vote (4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of the proposal. Special resolution (5) For the purpose of subsection (1), and subject to subsections (3) and (4), the proposal is not approved by the shareholders and the policyholders who are entitled to vote or the members unless they approve it by special resolution. Abandoning transfer or reinsurance (6) Where a special resolution under subsection (5) approving a proposed transaction so states, the directors of a company or society may, subject to the rights of third parties, abandon the transaction without further approval of the shareholders, policyholders or members. Application to Minister (7) Except in the case of a transaction to transfer all or substantially all of a company’s or society’s policies, the company or society shall, within three months after the approval of the transaction in accordance with subsection (5), apply to the Minister for approval of the transaction, unless the transaction is abandoned in accordance with subsection (6). When section does not apply (8) This section does not apply if the transfer or reinsurance is made under an order made under subsection 678.5(1). 1991, c. 47, s. 257; 1997, c. 15, s. 227; 2001, c. 9, s. 394; 2007, c. 6, s. 209
Insurance Companies Act — I-11.8 258
Regulations 258 The Governor in Council may, for the purposes of section 254 or 257, make regulations respecting the circumstances in which companies or societies are deemed to be causing themselves to be reinsured, on an assumption basis, against risks undertaken under their policies. 1991, c. 47, s. 258; 1997, c. 15, s. 227; 2007, c. 6, s. 210
Insurance Companies Act — I-11.8 260
Head office 260 (1) A company shall at all times have a head office in the province specified in its incorporating instrument or by-laws. Change of head office (2) The directors of a company may change the address of the head office within the province specified in the incorporating instrument or by-laws. Notice of change of address (3) A company shall send to the Superintendent, within fifteen days after any change of address of its head office, a notice of the change of address. 1991, c. 47, s. 260; 2005, c. 54, s. 264