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

Act current to 2016-04-12 and last amended on 2015-06-23. Previous Versions

Marginal note:Resolution outside board meeting
  •  (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.

  • Marginal note:Filing directors’ resolution

    (2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.

  • Marginal note:Resolution outside committee meeting

    (3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 203(3) or a resolution of the conduct review committee in carrying out its duties under subsection 204(3), is as valid as if it had been passed at a meeting of that committee.

  • Marginal note:Filing committee resolution

    (4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.

  • Marginal note:Evidence

    (5) Unless a ballot is demanded, an entry in the minutes of a meeting that the chairperson declared a resolution to be carried or defeated is in the absence of evidence to the contrary proof of that fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

  • 1997, c. 15, s. 208;
  • 2005, c. 54, s. 251.
Marginal note:Dissent of director
  •  (1) A director of a company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless

    • (a) the director requests that the director’s dissent be entered or the director’s dissent is entered in the minutes of the meeting;

    • (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

    • (c) the director sends the director’s dissent by registered mail or delivers it to the head office of the company immediately after the meeting is adjourned.

  • Marginal note:Loss of right to dissent

    (2) A director of a company who votes for or consents to a resolution is not entitled to dissent under subsection (1).

  • Marginal note:Dissent of absent director

    (3) A director of a company who is not present at a meeting at which a resolution is passed or action taken is deemed to have consented thereto unless, within seven days after the director becomes aware of the resolution, the director

    • (a) causes the director’s dissent to be placed with the minutes of the meeting; or

    • (b) sends the director’s dissent by registered mail or delivers it to the head office of the company.

Marginal note:Record of attendance
  •  (1) A company shall keep a record of the attendance at each meeting of directors and each committee meeting of directors.

  • Marginal note:Statement to shareholders and policyholders

    (2) A company shall attach to the notice of each annual meeting it sends to its shareholders and policyholders a statement showing, in respect of the financial year immediately preceding the meeting, the total number of directors’ meetings and directors’ committee meetings held during the financial year and the number of those meetings attended by each director.

  • 1991, c. 47, s. 195;
  • 1997, c. 15, s. 209.
Marginal note:Meeting required by Superintendent
  •  (1) Where in the opinion of the Superintendent it is necessary, the Superintendent may, by notice in writing, require a company to hold a meeting of directors of the company to consider the matters set out in the notice.

  • Marginal note:Attendance of Superintendent

    (2) The Superintendent may attend and be heard at a meeting referred to in subsection (1).

By-laws

Marginal note:By-laws
  •  (1) Unless this Act otherwise provides, the directors of a company may by resolution make, amend or repeal any by-law that regulates the business or affairs of the company.

  • Marginal note:Shareholder and policyholder 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 and policyholders at the next meeting of shareholders and policyholders, and the shareholders and policyholders may, by resolution, confirm or amend the by-law, amendment or repeal.

  • Marginal note:Separate vote

    (2.1) If a by-law made, amended or repealed under subsection (1) deals with the quorum of policyholders at a meeting of shareholders and policyholders, the policyholders who are entitled to vote on a resolution to confirm or amend the by-law, amendment or repeal are entitled to vote on it separately from the shareholders.

  • Marginal note:Effective date of by-law

    (3) Unless this Act otherwise provides, a by-law, or an amendment to or a repeal of a by-law, is effective from the date of the resolution of the directors under subsection (1) until it is confirmed, confirmed as amended or rejected by the shareholders and policyholders under subsection (2) or (2.1) or until it ceases to be effective under subsection (4) and, where the by-law is confirmed, or confirmed as amended, it continues in effect in the form in which it was so confirmed.

  • Marginal note:Effect where no shareholder or policyholder approval

    (4) If a by-law, or an amendment to or a repeal of a by-law, is rejected by the shareholders and policyholders, or is not submitted to the shareholders and policyholders by the directors as required under subsection (2), the by-law, amendment or repeal ceases to be effective from the date of its rejection or the date of the next meeting of shareholders and policyholders, as the case may be, and no subsequent resolution of the directors to make, amend or repeal a by-law having substantially the same purpose or effect is effective until it is confirmed, or confirmed as amended, by the shareholders and policyholders.

  • 1991, c. 47, s. 197;
  • 2001, c. 9, s. 382.
Marginal note:Shareholder or policyholder proposal of by-law

 A shareholder or policyholder entitled to vote at an annual meeting of shareholders and policyholders may, in accordance with sections 147 and 148, make a proposal to make, amend or repeal a by-law.

Marginal note:By-laws of former-Act company
  •  (1) Subject to section 200, where a by-law of a former-Act company is in effect on the coming into force of this section, the by-law continues in effect until amended or repealed, unless it is contrary to a provision of this Act.

  • Marginal note:Unconfirmed by-laws

    (2) A by-law made by the directors of a company under section 23 of the Canadian and British Insurance Companies Act, as that section read immediately before the coming into force of this section, and not confirmed at a general or annual meeting of the company in accordance with section 24 of that Act on or before the coming into force of this section, continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders and policyholders following the coming into force of this section.

  • Marginal note:Shareholder and policyholder approval

    (3) A by-law referred to in subsection (2) shall be submitted to the shareholders and policyholders at the first meeting of the shareholders and policyholders following the coming into force of this section.

  • Marginal note:Application of ss. 197(3) and (4) and 198

    (4) Subsections 197(3) and (4) and section 198 apply in respect of a by-law referred to in this section as if it were a by-law made under section 197.

Marginal note:Resolutions re remuneration
  •  (1) Where the remuneration of directors of a former-Act company was, immediately prior to the coming into force of this section, fixed by a resolution of the shareholders or policyholders of the company that was passed pursuant to subsection 135(1) of the Canadian and British Insurance Companies Act, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders and policyholders following the coming into force of this section.

  • Marginal note:Existing resolutions

    (2) Where the remuneration of directors of a former-Act company was, immediately prior to the coming into force of this section, fixed by a resolution of the directors, that resolution continues to have effect, unless it is contrary to the provisions of this Act, until the first meeting of the shareholders and policyholders following the coming into force of this section.

Marginal note:Deemed by-laws
  •  (1) Any matter provided for in the incorporating instrument of a former-Act company on the coming into force of this section, or of a body corporate continued as a company under this Act at the time of continuance that, under this Act, would be provided for in the by-laws of a company is deemed to be provided for in the by-laws of the company.

  • Marginal note:By-law prevails

    (2) Where a by-law of the company made in accordance with sections 197 and 198 amends or repeals any matter referred to in subsection (1), the by-law prevails.

 
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