jswizzle3737/ontario_laws_and_regs huggingface dataset:
132 (1) A corporation may pass by-laws providing that, upon its dissolution and after payment of all of its debts and liabilities, its remaining property or a part of that property shall be distributed or disposed of to the Crown in right of Ontario or its agents, the Crown in right of Canada or its agents, municipal corporations, charitable organizations or organizations whose objects are beneficial to the community.  2004, c. 19, s. 10 (1). Confirmation (2) Such a by-law is not effective until it has been confirmed by two-thirds of the votes cast at a general meeting of the members duly called for that purpose.  R.S.O. 1990, c. C.38, s. 132 (2). (3), (4) Repealed:  1998, c. 18, Sched. E, s. 68. Where no by-law (5) In the absence of such by-law and upon the dissolution of the corporation, the whole of its remaining property shall be distributed equally among the members or, if the letters patent, supplementary letters patent or by-laws so provide, among the members of a class or classes of members.  R.S.O. 1990, c. C.38, s. 132 (5). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 68 - 01/03/1999 2004, c. 19, s. 10 (1) - 01/06/2005
133 (1) Section 22, clauses 23 (1) (a) to (p) and (s) to (v), subsection 23 (2), sections 59 to 61, 67, 69 to 71, 80 to 82, 84, 93 and 94, subsection 95 (1), sections 96 and 96.1, clauses 97 (1) (a), (c) and (d), subsection 97 (3) and section 113 apply with necessary modifications to corporations to which this Part applies, and in so applying them the words “company” and “private company” mean “corporation” and the word “shareholder” means “member”.  R.S.O. 1990, c. C.38, s. 133 (1); 1994, c. 27, s. 78 (7); 1998, c. 18, Sched. E, s. 69 (1). (2) Repealed: 2017, c. 20, Sched. 7, s. 40. (2.1) Repealed:  2006, c. 34, s. 10 (2). (2.2) Repealed: 2017, c. 20, Sched. 7, s. 40. Insurers (3) Clauses 97 (1) (a), (c) and (d), subsections 97 (2) and (3), subsection 98 (1), except clause (a) thereof, subsection 98 (2), sections 99, 101, 102, 107 and 108 and subsections 109 (1) and (3) apply with necessary modifications to corporations to which Part V applies, and in so applying them the words “company” and “private company” mean “corporation” and the word “shareholder” means “member”.  R.S.O. 1990, c. C.38, s. 133 (3). Section Amendments with date in force (d/m/y) 1994, c. 27, s. 78 (7) - 01/03/1995; 1998, c. 18, Sched. E, s. 69 (1) - 01/03/1999 2000, c. 26, Sched. B, s. 9 - 01/03/1999 2006, c. 34, s. 10 (2) - 01/08/2007 2010, c. 15, s. 211 (6) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 40 - 19/10/2021 Part iv (s. 134-139) Repealed: 2017, c. 20, Sched. 7, s. 41. 134-139 Repealed: 2017, c. 20, Sched. 7, s. 41. Section Amendments with date in force (d/m/y) 2010, c. 15, s. 211 (7) - no effect - see 2017, c. 20, Sched. 8, s. 57 - 14/11/2017 2017, c. 20, Sched. 7, s. 41 - 19/10/2021 PART V   INSURANCE CORPORATIONS
140 (1) In this Part, unless the context otherwise requires, words and expressions defined under section 1 or 43 of the Insurance Act have the same meaning as in that Act.  2004, c. 31, Sched. 38, s. 1. Definitions (2) In this Part, “county” means an upper-tier municipality and a single-tier municipality that is not within a territorial district or within an upper-tier municipality; (“comté”) “spouse” means, (a)  a spouse as defined in section 1 of the Family Law Act, or (b)  either of two persons who live together in a conjugal relationship outside marriage. (“conjoint”)  2002, c. 17, Sched. F, Table; 2005, c. 5, s. 16 (2). Meaning of “affiliated” (3) For the purposes of this Part, an individual is affiliated with an insurer if he or she is affiliated with the insurer for the purposes of Part II.2 of the Insurance Act.  2006, c. 33, Sched. O, s. 17. Section Amendments with date in force (d/m/y) 2002, c. 17, Sched. F, Table - 01/01/2003 2004, c. 31, Sched. 38, s. 1 - 30/04/2007 2005, c. 5, s. 16 (2) - 09/03/2005 2006, c. 33, Sched. O, s. 17 - 05/05/2008
141 (1) This Part applies to all applications for incorporation of insurers intending to undertake contracts of insurance in Ontario, and to such insurers when incorporated, and to all insurers incorporated before the 30th day of April, 1954, under the laws of Ontario.  R.S.O. 1990, c. C.38, s. 141 (1). Application of Act (2) Except as otherwise provided in this Part, the provisions of this Act that are not inconsistent with this Part apply to all insurers to which this Part applies.  2006, c. 33, Sched. O, s. 18 (1). Exception, s. 24 (2.1) Section 24 does not apply to an insurer.  2006, c. 33, Sched. O, s. 18 (2). Exception (3) Sections 97 to 107 and 110 do not apply to insurers undertaking and transacting life insurance.  R.S.O. 1990, c. C.38, s. 141 (3). Syndicates excluded (4) Corporations incorporated for the sole purpose of participating in or constituting a syndicate operating on The Canadian Insurance Exchange are not insurers within the meaning of subsection (1).  R.S.O. 1990, c. C.38, s. 141 (4). Networking (5) An insurer incorporated under this Act may, (a)  act as an agent for any person in respect of the provision of a service that is provided by, (i)  a financial institution, (ii)  an entity that is a permitted entity with respect to the insurer for the purposes of Part XVII of the Insurance Act, or (iii)  another entity if regulations have been made under the Insurance Act that will apply to the networking arrangements between the insurer and that entity; (b)  enter into an arrangement with any person in respect of the provision of that service; and (c)  refer any other person to a person referred to in clause (a) or (b).  1994, c. 11, s. 384; 2006, c. 33, Sched. O, s. 18 (3). Section Amendments with date in force (d/m/y) 1994, c. 11, s. 384 - 01/03/1995 2006, c. 33, Sched. O, s. 18 (1-3) - 05/05/2008
141.1 (1) Except as otherwise provided by this section, sections 141.2, 141.3 and 141.4 apply to all insurers to which this Part applies.  2006, c. 33, Sched. O, s. 19. Pension funds and employees’ mutual benefit societies (2) For the purposes of subsection (1), pension funds and employees’ mutual benefit societies incorporated under section 185 are not considered to be insurers.  2006, c. 33, Sched. O, s. 19. Exemptions (3) Subsections 141.2 (2) to (9) do not apply to, (a)  an insurer who is a reporting issuer under the Securities Act; (b)  an insurer who is exempt from section 121.24 of the
Insurance Act.  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 Board of directors of insurer
141.3 The directors of an insurer shall establish such committees of the directors as may be required under the Insurance Act or under the regulations made under that Act.  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
141.4 No decision of the board of directors or executive committee of an insurer is invalid by reason of any failure to comply with any requirement in section 141.2 or 141.3.  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
142 (1) A joint stock insurance company may be incorporated for the purpose of undertaking and transacting any class of insurance for which a joint stock insurance company may be licensed under the Insurance Act. R.S.O. 1990, c. C.38, s. 142 (1). Notice (2) Applicants for incorporation shall, immediately before the application is made, publish in at least four consecutive issues of The Ontario Gazette notice of their intention to apply, and shall also, if so required by the Minister, publish elsewhere notice of such intention. R.S.O. 1990, c. C.38, s. 142 (2). Notice to Chief Executive Officer (3) Applicants for incorporation shall also give at least one month’s notice to the Chief Executive Officer of their intention to apply for incorporation.  R.S.O. 1990, c. C.38, s. 142 (3); 2018, c. 8, Sched. 5, s. 13. Exception, life insurance (4) After the day section 2 of Schedule 5 to the
Plan for Care and Opportunity Act (Budget Measures), 2018, comes into force, no joint stock insurance company may be incorporated under this section for the purpose of undertaking and transacting life insurance. 2018, c. 8, Sched. 5, s. 2. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 2, 13 - 08/06/2019 Authorized capital
143 (1) In this section, “money received on account of shares” includes money received as premium on shares.  R.S.O. 1990, c. C.38, s. 143 (1). Minimum authorized capital (2) The authorized capital of a company shall be not less than $500,000.  R.S.O. 1990, c. C.38, s. 143 (2). Exception (3) A company whose authorized capital immediately before the 13th day of June, 1968 was less than $500,000 shall not decrease its authorized capital, and subsection (2) does not apply to the corporation until its authorized capital is increased to $500,000 or more.  R.S.O. 1990, c. C.38, s. 143 (3). Par value of shares (4) The authorized capital shall be divided into shares of $100 each, but, where not less than $200,000 of the authorized capital has been paid in in cash, the shares or any class of shares may be redivided into shares having a par value of $1 or a multiple thereof, or an additional class or classes of shares having a par value of $1 or a multiple thereof may be created.  R.S.O. 1990, c. C.38, s. 143 (4). Application of money received on account of shares (5) All money received on account of shares shall be paid into a trust account in a financial institution described in subsection (5.1) in trust for the proposed company and no money paid on account of shares before the first general meeting of the company has been organized shall be withdrawn or paid over to the company until after such meeting has been organized and an election of directors held thereat.  2007, c. 7, Sched. 7, s. 183 (1). Financial institutions (5.1) A financial institution referred to in subsection (5) is, (a)  a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada); (b)  a corporation registered under the Loan and Trust Corporations Act; (c)  a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 2020; or (d)  a retail association as defined under the Cooperative Credit Associations Act (Canada).  2007, c. 7, Sched. 7, s. 183 (1); 2020, c. 36, Sched. 7, s. 305 (1). Return of subscriptions on failure to secure licence (6) A subscription for shares made before the granting of a licence under the Insurance Act shall contain the stipulation that all money received on account of shares will be returned to the subscribers without any deduction for promotion, organization or other expenses, in case the insurer fails to procure such a licence.  R.S.O. 1990, c. C.38, s. 143 (6). Limit of percentage of subscriptions for charges (7) A subscription for shares shall contain the stipulation that no sum will be used or paid, before or after incorporation, for commission, promotion or organization expenses in excess of a percentage, not exceeding 15, of the amount of money received on account of shares.  R.S.O. 1990, c. C.38, s. 143 (7). Section Amendments with date in force (d/m/y) 2007, c. 7, Sched. 7, s. 183 (1) - 01/10/2009 2020, c. 36, Sched. 7, s. 305 (1) - 01/03/2022 Reduction of capital
144 (1) In subsection (2), “surplus to policyholders” means surplus of assets over liabilities excluding issued capital shown in the annual financial statement of the company at the end of the next preceding calendar year as filed with and approved by the Chief Executive Officer. R.S.O. 1990, c. C.38, s. 144 (1); 2018, c. 8, Sched. 5, s. 13. Reduction of capital of life insurance companies (2) Where a company undertaking life insurance has insurance in force of less than $25,000,000 and has a surplus to policyholders of more than $500,000, the directors may pass a by-law authorizing an application to the Minister for the issue of supplementary letters patent decreasing its authorized, subscribed and paid-in capital by not more than 50 per cent. R.S.O. 1990, c. C.38, s. 144 (2); 2017, c. 20, Sched. 7, s. 42. New par value to be declared (3) The by-law and the supplementary letters patent shall declare the new par value of the shares and the liability of the shareholders on partially paid-in shares. R.S.O. 1990, c. C.38, s. 144 (3). Application, when to be made (4) The application shall not be made until the by-law has been confirmed by a vote of the shareholders present or represented by proxy at a general meeting duly called for considering it and holding not less than two-thirds of the votes cast at such meeting. R.S.O. 1990, c. C.38, s. 144 (4). Surplus not to be decreased by dividends to shareholders (5) The supplementary letters patent shall contain a provision that any surplus created by reason of such decrease of capital will not be decreased by dividends subsequently declared to shareholders.  R.S.O. 1990, c. C.38, s. 144 (5). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 42 - 19/10/2021 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
145 A company undertaking life insurance may, by resolution passed at a special general meeting called for such purpose, provide that subsections 165 (2), (3) and (4) and section 167 apply to such company.  R.S.O. 1990, c. C.38, s. 145; 2023, c. 9, Sched. 9, s. 10. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 10 - 08/06/2023
146 Subject to the approval of the agreement of amalgamation under the Insurance Act, section 113 of this Act applies to the amalgamation of two or more joint stock insurance companies.  R.S.O. 1990, c. C.38, s. 146.
147 (1) Subject to the Insurance Act, a mutual corporation incorporated under the laws of Ontario transacting life insurance may amalgamate with or transfer its contracts to or reinsure such contracts with any licensed insurer transacting life insurance and may enter into all agreements necessary to such amalgamation, transfer or reinsurance. R.S.O. 1990, c. C.38, s. 147 (1). Confirmation of agreement (2) Despite anything in its Act or instrument of incorporation or in its constitution and by-laws, the board of directors may enter into any such agreement on behalf of the mutual corporation through its president and secretary, but no such agreement is binding or effective unless evidence satisfactory to the Chief Executive Officer is produced showing that the agreement has been confirmed by a vote of the majority of the members present or duly represented by proxy at a general or special general meeting of the mutual corporation and unless the agreement has been approved by the Chief Executive Officer under the Insurance Act. R.S.O. 1990, c. C.38, s. 147 (2); 2018, c. 8, Sched. 5, s. 3. Agreement binding on all members of mutual corporation (3) Despite anything in its Act or instrument of incorporation or in its constitution and by-laws, or in any policy or certificate or other document evidencing a contract issued by a mutual corporation, or in the constitution or laws of or certificates issued by a fraternal society whose contracts have been assumed by the mutual corporation or for which the mutual corporation has become responsible, the terms of any such agreement so confirmed and approved are valid and binding as of the date stipulated in the agreement upon all the members of the mutual corporation and upon their beneficiaries and legal representatives and upon all persons deriving legal rights from any such member or beneficiary so long as they do not involve any new or increased rates of contribution or premium, and the claims of all persons under any such contract of insurance shall be restricted to such benefits only as are continued in accordance with the terms of such agreement, and such contracts shall be deemed to be amended accordingly. R.S.O. 1990, c. C.38, s. 147 (3). Standard of valuations (4) Upon the coming into force of any such agreement, the reinsurer, in complying with the requirements of the Insurance Act in respect of the valuation of contracts so reinsured or transferred, is entitled to base its valuation upon such tables of mortality and upon such rates of interest as would have been authorized by law for such mutual corporation if no such agreement had been made.  R.S.O. 1990, c. C.38, s. 147 (4). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 43 - no effect - see 2018, c. 8, Sched. 5, s. 14 - 08/05/2018 2018, c. 8, Sched. 5, s. 3 - 08/06/2019
148 (1) A mutual or cash-mutual corporation may be incorporated for the purpose of undertaking and transacting any class of insurance for which a mutual or cash-mutual insurance corporation may be licensed under the Insurance Act. Idem (2)  A mutual insurance corporation may be incorporated for the purpose of undertaking contracts of fire insurance on the premium note plan upon agricultural property, weather insurance or livestock insurance. Corporation for insurance and reinsurance (3) A mutual insurance corporation, all the members of which are mutual or cash-mutual corporations, may be incorporated for the purposes of, (a)  undertaking and transacting any class of insurance for which a mutual or cash-mutual insurance corporation may be licensed under the Insurance Act; and (b)  reinsuring contracts of insurance. 2017, c. 34, Sched. 10, s. 1. Same (4) A mutual insurance corporation described in subsection (3) may enter into contracts of reinsurance for the purpose of retroceding all or part of any reinsurance contract entered into by the corporation. 2017, c. 34, Sched. 10, s. 1. Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 10, s. 1 - 14/12/2017
150 (1) Ten owners of livestock in any county or district may call a meeting of the owners of livestock to consider whether it is expedient to establish a livestock insurance corporation upon the mutual plan. Organization (2) The mode of calling such meeting and the proceedings for the formation of the corporation shall be the same with necessary modifications as in the case of the formation of a mutual fire insurance corporation, except that the determination that it is expedient to establish the corporation shall be by thirty residents of the county or district, being owners of livestock in Ontario, and that the meeting for the organization of the corporation shall not be held unless fifty owners of livestock in Ontario have signed their names to the subscription book and bound themselves to effect insurance in the corporation that in the aggregate amounts to $50,000 or more. Powers (3) The letters patent or supplementary letters patent shall limit the powers of a mutual livestock insurance corporation incorporated under this section to undertaking contracts of insurance on the premium note plan against loss of livestock by fire, lightning, accident, disease or any other means, except that of design on the part of the insured or by the invasion of an enemy or by insurrection.  R.S.O. 1990, c. C.38, s. 150.
151 (1) Ten owners of agricultural property in any county or district may call a meeting of the owners of agricultural property to consider whether it is expedient to establish therein a weather insurance corporation upon the mutual plan. Organization (2) The mode of calling such meeting and the proceedings for the formation of the corporation shall be the same with necessary modifications as in the case of the formation of a mutual fire insurance corporation, except that the determination that it is expedient to establish the corporation shall be by thirty residents of the county or district, being owners of agricultural property in Ontario, and that the meeting for the organization of the corporation shall not be held unless fifty owners of agricultural property in Ontario have signed their names to the subscription book and bound themselves to effect insurance in the corporation that in the aggregate amounts to $50,000 or more. Powers (3) The letters patent or supplementary letters patent shall limit the powers of a mutual weather insurance corporation incorporated under this section to undertaking contracts of insurance on the premium note plan on any kind of agricultural property or property that is not mercantile or manufacturing against loss or injury arising from such atmospheric disturbances, discharges or conditions as the contract of insurance specifies.  R.S.O. 1990, c. C.38, s. 151.
152 (1) Ten residents of any county or district may call a meeting of other residents thereof to consider whether it is expedient to establish a cash-mutual insurance corporation for the purpose of undertaking any class of insurance for which a cash-mutual corporation may be licensed under the Insurance Act. Organization (2) The mode of calling such meeting and the proceedings for the formation of the corporation shall be the same with necessary modifications as in the case of a mutual fire insurance corporation undertaking contracts of fire insurance under the premium note plan, except that the determination that it is expedient to establish the corporation shall be by thirty residents of the county or district, and that the meeting for the organization of the corporation shall not be held unless fifty residents have signed the subscription book and bound themselves to effect insurance in the corporation that in the aggregate amounts to $250,000 or more.  R.S.O. 1990, c. C.38, s. 152.
153 (1) A mutual insurance corporation incorporated for the purposes of undertaking contracts of insurance on the premium note plan that has a net surplus of assets over all liabilities of not less than $500,000, may apply to the Minister for the issue of supplementary letters patent converting it into a cash-mutual corporation in the manner provided in this Act. R.S.O. 1990, c. C.38, s. 153 (1); 2017, c. 20, Sched. 7, s. 45 (1). Approval of members (2) The application shall be authorized by a resolution of three-fourths in number of the directors of the corporation and confirmed by the members of the corporation by vote representing at least 90 per cent of the members present at a special general meeting duly called for that purpose, but the application shall not be made until twenty-one days notice of the application has been given by sending the notice to each member at the member’s latest address as shown on the books of the corporation. R.S.O. 1990, c. C.38, s. 153 (2). Notice of application (3) Notice of intention to make the application and of the confirmation by the members of the corporation shall be published in at least four consecutive issues of The Ontario Gazette
and in a newspaper having general circulation in the county or district in which the head office of the corporation is situate at least once a week for four consecutive weeks. R.S.O. 1990, c. C.38, s. 153 (3). Certain documents to be delivered (4) With the application for supplementary letters patent, submitted under this section, the applicants shall file with the Minister certified as correct under the hands of the chair and secretary, (a)  a copy of the notice of the special meeting of the members of the corporation and the notices published in The Ontario Gazette and the newspaper; (b)  a copy of the minutes of the special meeting of the members, including all resolutions respecting the objects of the proposed corporation, its name and the location of its head office; (c)  a copy of the corporation’s audited financial statement made up to a date not more than seven months prior to the date of the application; (d)  a list of the proposed officers and directors of the cash-mutual corporation; (e)  such further information as the Minister may require. R.S.O. 1990, c. C.38, s. 153 (4); 2017, c. 20, Sched. 7, s. 45 (2). Report by Chief Executive Officer (5) The Chief Executive Officer shall report to the Minister whether the proceedings for supplementary letters patent are in accordance with this section and the requirements of the Insurance Act.  R.S.O. 1990, c. C.38, s. 153 (5); 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 45 (1, 2) - 19/10/2021 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
154 (1) A mutual or a cash-mutual corporation that has surplus assets, not including premium notes, sufficient to reinsure all its outstanding risks may apply to the Minister for the issue of supplementary letters patent converting it into a joint stock insurance corporation in the manner provided in this Act. R.S.O. 1990, c. C.38, s. 154 (1); 2017, c. 20, Sched. 7, s. 46 (1). Approval of members (2) The application shall be authorized by a resolution of three-fourths in number of the directors of the corporation and confirmed by the members of the corporation by vote representing at least 90 per cent of the members present at a special general meeting duly called for that purpose, but the application shall not be made until twenty-one days notice of the application has been given by sending the notice to each member at the member’s latest address as shown on the books of the corporation. R.S.O. 1990, c. C.38, s. 154 (2). Notice of application (3) Notice of intention to make the application and of the confirmation by the members of the corporation shall be published in at least four consecutive issues of The Ontario Gazette
and in a newspaper having general circulation in the county or district in which the head office of the corporation is situate at least once a week for four consecutive weeks. R.S.O. 1990, c. C.38, s. 154 (3). Priority of members in subscribing stock (4) A person who is a member of the corporation on the day of the meeting is entitled to priority in subscribing to the capital stock of the corporation for one month after the opening of the books of subscription in the ratio that the insurance held by the person bears to the aggregate of the unexpired risks then in force. R.S.O. 1990, c. C.38, s. 154 (4). Certain documents to be delivered (5) With the application for supplementary letters patent, submitted under this section, the applicants shall file with the Minister certified as correct under the hands of the chair and secretary, (a)  a copy of the notice of the special meeting of the members of the corporation and the notices published in The Ontario Gazette and the newspaper; (b)  a copy of the minutes of the special general meeting of members, including all resolutions respecting the objects of the proposed corporation, its name and the location of its head office; (c)  a copy of the corporation’s audited financial statement made up to a date not more than seven months prior to the date of the application; (d)  a list of the proposed officers and directors of the corporation; (e)  such further information as the Minister may require. R.S.O. 1990, c. C.38, s. 154 (5); 2017, c. 20, Sched. 7, s. 46 (2). Report of Chief Executive Officer (6) The Chief Executive Officer shall report to the Minister whether the application for supplementary letters patent is in accordance with this section and the requirements of the Insurance Act.  R.S.O. 1990, c. C.38, s. 154 (6); 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 46 (1, 2) - 19/10/2021 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
155 A corporation formed under section 153 or 154 is answerable for all liabilities of the corporation from which it has been formed and may sue and be sued under its new corporate name, and the assets and property of the old corporation are vested in the new corporation from the date of its formation.  R.S.O. 1990, c. C.38, s. 155.
156 No mutual or cash-mutual insurance corporation that has ceased to do new business shall divide among its members any part of its assets, except income from investments, until it has performed or cancelled its policy obligations and upon proof to the Chief Executive Officer that such policy obligations have been performed or cancelled.  R.S.O. 1990, c. C.38, s. 156; 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
157 (1) Sections 158 to 173 apply only to mutual and cash-mutual insurance corporations.  R.S.O. 1990, c. C.38, s. 157. Same (2) Despite subsection (1), subsection 158 (1) does not apply to a mutual insurance corporation described in subsection 148 (3). 2017, c. 34, Sched. 10, s. 2. Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 10, s. 2 - 14/12/2017
158 (1) A person insured under a policy issued by a corporation shall, from the date upon which the insurance becomes effective, be deemed a member of such corporation. Member’s liability (2) No member is liable in respect of any claim or demand against the corporation beyond the amount unpaid on the member’s premium note. Member withdrawing (3) A member may, with the consent of the directors, withdraw from the corporation on such terms as the directors lawfully prescribe, subject to the Insurance Act.  R.S.O. 1990, c. C.38, s. 158.
159 (1) A meeting of the shareholders and members for the election of directors shall be held within the first three months of every year at such time and place as the by-laws of the corporation prescribe.  R.S.O. 1990, c. C.38, s. 159 (1); 1998, c. 18, Sched. E, s. 70. Annual statement (2) Before the election, the annual statement for the year ending on the previous 31st day of December shall be presented and read.  R.S.O. 1990, c. C.38, s. 159 (2). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 70 - 18/01/1999
160 If an election of directors is not made on the day on which it ought to have been made, the corporation shall not for that cause be dissolved, but the election may be held on a subsequent day at a meeting to be called by the directors or as otherwise provided by the by-laws of the corporation, and in such case the directors then in office continue to hold office until their successors are elected.  R.S.O. 1990, c. C.38, s. 160. Notice of meetings
161 (1) Notice of every annual general meeting of the corporation must be, (a)  given in writing to every shareholder or member of the corporation at least 21 days before the day of the meeting; or (b)  published at least 21 days before the day of the meeting in a newspaper published at or near the place where the head office of the corporation is located. 2009, c. 18, Sched. 8, s. 1; 2017, c. 20, Sched. 7, s. 47 (1). Making annual statement available to shareholders or members (2) The directors shall make available to shareholders or members the annual statement for the year ending on the previous December 31 by doing one or more of the following at least 21 days before the day of the annual general meeting at which the annual statement will be considered: 1.  Sending a copy of the annual statement to the shareholders or members. 2.  Publishing the annual statement in a newspaper published at or near the place where the corporation’s head office is located. 3.  Publishing the annual statement on the corporation’s website. 2009, c. 18, Sched. 8, s. 1; 2023, c. 9, Sched. 9, s. 12 (1). Same (3) If the corporation publishes its annual statement on its website, the notice of the annual general meeting must state that the annual statement is available on the corporation’s website and that a shareholder or member may obtain a copy by sending a written request to the corporation’s head office at least 14 days before the meeting. 2009, c. 18, Sched. 8, s. 1. Same (4) The corporation shall mail a copy of the annual statement to a shareholder or member who makes a written request under subsection (3). 2009, c. 18, Sched. 8, s. 1; 2023, c. 9, Sched. 9, s. 12 (2). Requirements of annual statement (5) The annual statement must be certified by the corporation’s auditors and prepared in accordance with the Insurance Act and the regulations made under that Act. 2009, c. 18, Sched. 8, s. 1. Power of directors to call special general meetings (6) The directors may call a special general meeting of the corporation at any time. 2009, c. 18, Sched. 8, s. 1. Notice of special general meeting (7) Notice of every special general meeting of the corporation must be, (a)  given in writing to every shareholder or member of the corporation at least seven days before the day of the meeting; or (b)  published at least seven days before the day of the meeting in a newspaper published at or near the place where the corporation’s head office is located. 2009, c. 18, Sched. 8, s. 1; 2017, c. 20, Sched. 7, s. 47 (2). Section Amendments with date in force (d/m/y) 1998, c. 18, Sched. E, s. 71 (1, 2) - 18/01/1999 2009, c. 18, Sched. 8, s. 1 - 05/06/2009 2017, c. 20, Sched. 7, s. 47 (1, 2) - 14/11/2017 2023, c. 9, Sched. 9, s. 12 (1, 2) - 01/10/2023
162 (1)  A member of a mutual or cash-mutual insurance corporation who is not in arrear for any assessment or cash payment due by the member to the corporation is entitled at all meetings of the corporation to one vote if the amount of premium paid by the member annually is in excess of $25 and no member is entitled to more than one vote. Corporation described in s. 148 (3) (1.1) Subsection (1) applies with respect to a member of a mutual insurance corporation described in subsection 148 (3) only if the member’s membership entitles the member to vote at the meeting. 2017, c. 34, Sched. 10, s. 3. Where policy made to two or more persons (2)  Where a policy on the premium note plan is made to two or more persons, one only is entitled to vote, and the right of voting belongs to the one first named on the register of policyholders if the person is present or, if not present, to the one who stands second, and so on. Where property insured by trustee board (3)  Where property is insured by a trustee board, any member of the board or its secretary-treasurer duly appointed in writing pursuant to its resolution may vote on its behalf.  R.S.O. 1990, c. C.38, s. 162. Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 10, s. 3 - 14/12/2017
163 (1)  No applicant for insurance is competent to vote or otherwise take part in the corporation’s proceedings until the applicant’s application has been accepted by the directors.  R.S.O. 1990, c. C.38, s. 163. Same (2) Despite subsection (1), in the case of a corporation described in subsection 148 (3), no applicant for insurance who is also applying to be a member of the corporation is competent to vote or otherwise take part in the corporation’s proceedings unless the applicant becomes a member who is entitled to vote or otherwise take part in those proceedings. 2017, c. 34, Sched. 10, s. 4. Section Amendments with date in force (d/m/y) 2017, c. 34, Sched. 10, s. 4 - 14/12/2017
164 (1) Repealed:  2006, c. 33, Sched. O, s. 21. Where corporation has a share capital (2) Where the corporation has a share capital, not less than two-thirds of the directors shall also be holders of shares, each to an amount not less than $1,000, upon which all calls have been paid.  R.S.O. 1990, c. C.38, s. 164 (2). Representation of corporations (3) The president or director of a member corporation that has the qualifications that would qualify an individual to be a director is eligible to be a director of the corporation.  R.S.O. 1990, c. C.38, s. 164 (3). Representation of partnerships (4) Where a partnership has the qualifications that would qualify an individual to be a director of the corporation, one member of the partnership is eligible to be a director of the corporation.  R.S.O. 1990, c. C.38, s. 164 (4). Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 21 - 05/05/2008
165 (1) The board shall consist of no fewer than six and no more than 15 directors, to be determined by resolution passed at the meeting held under subsection 149 (5). R.S.O. 1990, c. C.38, s. 165 (1); 2023, c. 9, Sched. 9, s. 13 (1). Increase or decrease in number (2) The number of directors may from time to time be increased or decreased if so determined at a special general meeting of the corporation called for the purpose, or at an annual general meeting, if notice in writing of the intention to propose a by-law for that purpose at such annual meeting is given to the secretary of the corporation at least one month before the holding of the meeting, but the increased or decreased number of directors shall in any such case be no fewer than six and no more than 15. A decrease in the number of directors does not shorten the term of an incumbent director. 2023, c. 9, Sched. 9, s. 13 (2). Notice of proposed change (3) Where such a notice has been given to the secretary, that fact shall be stated in the notice of the annual general meeting. R.S.O. 1990, c. C.38, s. 165 (3). Copy of resolution and list of directors to be filed (4) With the copy of the by-law filed with the Chief Executive Officer there shall be filed a list of the directors elected thereunder certified under the hands of the chair and secretary of the meeting.  R.S.O. 1990, c. C.38, s. 165 (4); 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019 2023, c. 9, Sched. 9, s. 13 (1, 2) - 08/06/2023
166 At any annual general meeting of the shareholders or members of a corporation, or at any special general meeting thereof, if such purpose was clearly expressed in the notice of the special general meeting, it is lawful to pass by-laws for the remuneration of the directors, and a certified copy of every such by-law shall, within seven days after its passing, be filed with the Chief Executive Officer.  R.S.O. 1990, c. C.38, s. 166; 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
167 (1) Directors shall be elected for terms of three years, subject to subsections (2) and (3), and shall retire in rotation. 2023, c. 9, Sched. 9, s. 14. Incorporation or amalgamation (2) On incorporation or amalgamation, the following rules apply with respect to the first directors’ terms: 1.  The directors shall determine, by lot, which of them will hold office for a term of one year, which will hold office for a term of two years and which will hold office for a term of three years. 2.  The number of directors whose term will expire at the end of any one of the first, second or third year after incorporation or amalgamation cannot exceed, by more than one, the number of directors whose term will expire at the end of any other of those years. 2023, c. 9, Sched. 9, s. 14. Increase or decrease (3) After an increase or decrease in the number of directors, the following rules apply with respect to the directors’ terms: 1.  The board shall determine the length of term for each of the directors who will be elected at the next meeting of members. 2.  The number of directors whose term will expire at the end of any one of the first, second or third year after the meeting cannot exceed, by more than one, the number of directors whose term will expire at the end of any other of those years. 2023, c. 9, Sched. 9, s. 14. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 14 - 08/06/2023 168 Repealed: 2023, c. 9, Sched. 9, s. 14. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 9, s. 14 - 08/06/2023
169 The manager or president of the corporation may be a director of the corporation and may be paid an annual salary under a by-law passed in accordance with section 166.  2006, c. 33, Sched. O, s. 22. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 22 - 05/05/2008
170 No agent or paid officer, or officer of the bankers of the corporation, or person in the employment of the corporation, other than the manager or president, is eligible to be elected as a director or shall interfere in the election of directors.  R.S.O. 1990, c. C.38, s. 170; 2006, c. 33, Sched. O, s. 23. Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 23 - 05/05/2008
171 (1) The election of directors shall be held and made by such shareholders and members as attend for that purpose in person at a meeting or, in the case of a corporation or partnership, by a director, officer or member authorized in writing to represent it. R.S.O. 1990, c. C.38, s. 171 (1); 2023, c. 9, Sched. 9, s. 15 (1). Ballot (2) The election shall be by ballot. R.S.O. 1990, c. C.38, s. 171 (2). Case of a tie at an election (3) If two or more members have an equal number of votes so that less than the whole number to be elected appear to have been chosen directors by a majority of votes, the members present shall proceed to ballot until it is determined which of the persons so having an equal number of votes shall be the director or directors. R.S.O. 1990, c. C.38, s. 171 (3). President (4) At the first meeting after each election of directors, the directors shall elect or appoint a president of the corporation. 2006, c. 33, Sched. O, s. 24. Same (5) A person who is not a director may be appointed as the president or the directors may elect a president from among themselves. 2006, c. 33, Sched. O, s. 24. Same (6) If the directors elect a president from among themselves, the election shall be by ballot and the secretary shall preside at the election. 2006, c. 33, Sched. O, s. 24. Manager (7) The president of the corporation may also be given the title of manager. 2006, c. 33, Sched. O, s. 24. Voting by telephonic or electronic means (8) Unless the letters patent, supplementary letters patent or by-laws expressly provide otherwise, a vote under this section may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 9, s. 15 (2). Section Amendments with date in force (d/m/y) 2006, c. 33, Sched. O, s. 24 - 05/05/2008 2023, c. 9, Sched. 9, s. 15 (1, 2) - 01/10/2023
172 If a vacancy occurs among the directors, during the term for which they have been elected, by death, resignation, ceasing to have the prescribed qualification, insolvency or by absence without previous leave of the directors from three successive regular meetings, which shall by reason of that fact create such vacancy, the vacancy, in the case of a board limited to six directors, shall be filled and, in the case of a board limited to a number of directors exceeding six, may be filled until the next annual general meeting by any person duly qualified chosen by a majority of the remaining directors as soon as may be after the vacancy occurs, and at the next annual general meeting the vacancy shall be filled for the portion of the term still unexpired.  R.S.O. 1990, c. C.38, s. 172.
173 (1) A majority of the directors constitutes a quorum for the transaction of business, and, in the case of an equality of votes at any meeting, the question passes in the negative. Recording dissent (2) A director disagreeing with the majority at a meeting may have his or her dissent recorded with the reasons therefor.  R.S.O. 1990, c. C.38, s. 173.
174 (1) Every officer or person appointed or elected to any office concerning the receipt or proper application of money shall furnish security for the just and faithful execution of the duties of the person’s office according to the by-laws or rules of the corporation, and any person entrusted with the performance of any other service may be required to furnish similar security, and security so furnished and then subsisting shall be produced to the auditors at the annual audit. R.S.O. 1990, c. C.38, s. 174 (1). Minimum security (2) The security given by the treasurer or other officer having charge of the money of the corporation shall not be less than $5,000 or such greater amount as may be required by the by-laws of the corporation or by the Chief Executive Officer.  R.S.O. 1990, c. C.38, s. 174 (2); 2018, c. 8, Sched. 5, s. 13. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 13 - 08/06/2019
175 Subject to the approval of the agreement of amalgamation under the Insurance Act, section 113 applies with necessary modifications to the amalgamation of two or more mutual or cash-mutual insurance corporations.  R.S.O. 1990, c. C.38, s. 175.
176 (1) The Minister may in his or her discretion, by letters patent, issue a charter to any number of persons, not fewer than seventy-five, of eighteen or more years of age, five of whom apply therefor, constituting such persons and any others who have signed the membership book, and persons who thereafter become members in the fraternal society thereby created, a corporation for the purposes of undertaking any class of insurance for which a fraternal society may be licensed under the Insurance Act.  R.S.O. 1990, c. C.38, s. 176 (1); 2017, c. 20, Sched. 7, s. 48 (1). Notice (2) The applicants for incorporation, immediately before the application, shall publish in at least four consecutive issues of The Ontario Gazette notice of their intention to apply and shall also, if so required, publish elsewhere notice of such intention.  R.S.O. 1990, c. C.38, s. 176 (2). Particulars of application (3) The application for the incorporation of a fraternal society shall show, (a)  its proposed name; (b)  the place in Ontario where its head office is to be situate; (c)  the name in full and the place of residence of each of the applicants who are to be its first trustees or managing officers; (d)  such other information as the Minister requires.  R.S.O. 1990, c. C.38, s. 176 (3); 2004, c. 19, s. 10 (2). Other documents (4) The application shall be accompanied by, (a)  a copy certified by an officer of the fraternal society to be a true copy or any other type of copy permitted by the Director of the original membership book or list containing the signatures duly certified of at least 75 persons who thereby agree to become members of the fraternal society if and when incorporated; (b)  a copy of the proposed by-laws of the fraternal society; and (c)  evidence that the approval of the Chief Executive Officer to the proposed by-laws and rules has been obtained. 2017, c. 20, Sched. 7, s. 48 (2); 2018, c. 8, Sched. 5, s. 4 (1). Limit (5) After the day subsection 4 (2) of Schedule 5 to the Plan for Care and Opportunity Act (Budget Measures), 2018 comes into force, no fraternal society may be incorporated under this section. 2018, c. 8, Sched. 5, s. 4 (2). Section Amendments with date in force (d/m/y) 2004, c. 19, s. 10 (2) - 01/06/2005 2017, c. 20, Sched. 7, s. 48 (1, 2) - 19/10/2021 2018, c. 8, Sched. 5, s. 4 (1) - 19/10/2021; 2018, c. 8, Sched. 5, s. 4 (2), 13 - 08/06/2019
177 Within thirty days after the issue of the letters patent and upon due notice to all members of the society, an organization meeting of the society shall be held at which the by-laws shall be adopted and the officers of the society elected.  R.S.O. 1990, c. C.38, s. 177.
178 (1) Where a fraternal society licensed under the Insurance Act has its head office elsewhere than in Ontario, the grand or other provincial body of the lodges or a majority of the lodges in Ontario may apply to the Minister for the issue of a charter and, from the time of the issue of the letters patent, the applicants become a corporation for the purpose of undertaking any class of insurance for which a fraternal society may be licensed under the Insurance Act. R.S.O. 1990, c. C.38, s. 178 (1); 2017, c. 20, Sched. 7, s. 49. Application of s. 176 (1) (2) Subsection 176 (1) applies to an incorporation under this section. R.S.O. 1990, c. C.38, s. 178 (2). Approval of Chief Executive Officer (3) Before the issue of the letters patent, evidence shall be produced to the Minister that the approval of the Chief Executive Officer to the application has been secured.  R.S.O. 1990, c. C.38, s. 178 (3); 2018, c. 8, Sched. 5, s. 13. Limit (4) After the day section 5 of Schedule 5 to the
Plan for Care and Opportunity Act (Budget Measures), 2018
comes into force, no fraternal society may be incorporated under this section. 2018, c. 8, Sched. 5, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 7, s. 49 - 19/10/2021 2018, c. 8, Sched. 5, s. 5, 13 - 08/06/2019
179 (1) An auxiliary or local subordinate body or branch of a licensed fraternal society may be separately incorporated by like proceedings.  R.S.O. 1990, c. C.38, s. 179. Limit (2) After the day section 6 of Schedule 5 to the
Plan for Care and Opportunity Act (Budget Measures), 2018
comes into force, no auxiliary or local subordinate body or branch of a licensed fraternal society may be incorporated under this section. 2018, c. 8, Sched. 5, s. 6. Section Amendments with date in force (d/m/y) 2018, c. 8, Sched. 5, s. 6 - 08/06/2019