141.2 (1) Despite subsection 283 (2) and subject to subsection 165 (1) and subsection 210 (2), the board of directors of an insurer shall be composed of at least six persons.  2006, c. 33, Sched. O, s. 19. Limit on affiliated directors (2) Not more than two-thirds of the directors of an insurer shall be affiliated with the insurer.  2006, c. 33, Sched. O, s. 19. Determination of whether a person is affiliated (3) The determination of whether an individual is affiliated with an insurer, (a)  shall be made annually, as of the day the notice of the annual general meeting of the insurer is sent to the members, participating policyholders or shareholders of the insurer; and (b)  shall apply for the period commencing on the day of that annual general meeting and ending on the day before the next following annual general meeting of the insurer, irrespective of whether the individual would have otherwise become affiliated or ceased to be affiliated with the insurer during that period.  2006, c. 33, Sched. O, s. 19. If person deemed affiliated under Insurance Act (4) Despite subsection (3), if the Chief Executive Officer makes a determination under section 121.23 of the Insurance Act that an individual is affiliated with an insurer, the individual continues to be affiliated with the insurer for the period determined under that section.  2006, c. 33, Sched. O, s. 19; 2018, c. 8, Sched. 5, s. 13. Quorum must include non-affiliated director (5) Despite subsection 70 (3), section 173 and subsection 288 (1), a quorum of the board of directors of an insurer must include at least one director who is not affiliated with the insurer.  2006, c. 33, Sched. O, s. 19. Exception (6) Up to four employees of an insurer or a subsidiary of the insurer may be directors of the insurer, but any such directors must not constitute a majority of the board.  2006, c. 33, Sched. O, s. 19. Rules when second election required (7) Despite subsection 288 (2), if there is a failure to elect a board of directors that complies with the requirements of this Part, the following rules apply: 1.  The directors holding office immediately before the election shall continue in office until their successors are elected. 2.  The directors then in office shall, without delay, call a special meeting of the members, participating policyholders or shareholders, as the case may be, to fill the vacancy or vacancies, and if they fail to call a meeting or if there are no directors then in office, any member, participating policyholder or shareholder, as the case may be, may call the special meeting. 3.  Despite clause (3) (b), the determination of whether an individual is affiliated shall apply commencing on the day of that special meeting and ending on the day before the next following annual general meeting of the insurer, irrespective of whether the individual would have otherwise become affiliated or ceased to be affiliated with the insurer during that period.  2006, c. 33, Sched. O, s. 19. Vacancy (8) Despite subsection 288 (2), a vacancy occurring in the board of directors must be filled for the remainder of the term by the directors then in office as soon as practicable after the vacancy occurs if the vacancy results in more than two-thirds of the directors of the insurer being affiliated with the insurer.  2006, c. 33, Sched. O, s. 19. Determination of whether new director is affiliated (9) The determination of whether an individual who fills a vacancy occurring in the board of directors is affiliated with an insurer shall be made as of the day the individual fills the vacancy and shall apply until the day before the next following annual general meeting of the insurer, irrespective of whether the individual would have otherwise become affiliated or ceased to be affiliated with the insurer during that period.  2006, c. 33, Sched. O, s. 19. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 19 - 05/05/2008 2018, c. 8, Sched. 5, s. 13 - 08/06/2019