Insurance Companies Act (S.C. 1991, c. 47)

Act current to 2013-05-26 and last amended on 2012-12-19. Previous Versions

Marginal note:Circulation of statement

  • 810. (1) An insurance holding company shall forthwith on receipt of a director’s statement referred to in subsection 809(1) relating to a matter referred to in paragraph 809(1)(b) or (c), or a director’s statement referred to in subsection 809(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting.

  • Marginal note:Immunity for statement

    (2) No insurance holding company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

  • 2001, c. 9, s. 465.
Marginal note:Shareholders filling vacancy

811. The by-laws of an insurance holding company may provide that a vacancy among the directors is to be filled only by vote of

  • (a) the shareholders; or

  • (b) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

  • 2001, c. 9, s. 465.
Marginal note:Directors filling vacancy

  • 812. (1) Despite section 819 but subject to subsection (2) and sections 811 and 813, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.

  • Marginal note:Where composition fails

    (2) Despite sections 811 and 819, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 329.
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Marginal note:Class vacancy

813. Despite section 819 but subject to section 811, where the holders of any class or series of shares of an insurance holding company have an exclusive right to elect one or more directors and a vacancy occurs among those directors,

  • (a) the remaining directors elected by the holders of that class or series of shares may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number of directors for that class or series or from a failure to elect the number or minimum number of directors provided for in the by-laws for that class or series;

  • (b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the other directors may fill that vacancy; and

  • (c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.

  • 2001, c. 9, s. 465;
  • 2005, c. 54, s. 330.
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