An Act to amend certain Acts in relation to financial institutions (S.C. 2005, c. 54)
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Assented to 2005-11-25
1991, c. 48COOPERATIVE CREDIT ASSOCIATIONS ACT
1992, c. 56GREEN SHIELD CANADA ACT
Marginal note:2001, c. 9, s. 343(1)
213. (1) The portion of subsection 17(1) of the Green Shield Canada Act before paragraph (b) is replaced by the following:
Marginal note:Application of the Insurance Companies Act
17. (1) Subject to any other provision of this Act, the following provisions of the Insurance Companies Act as they read on the coming into force of An Act to amend certain Acts in relation to financial institutions as enacted during the first session of the thirty-eighth Parliament, together with any regulations made under or for the purposes of those provisions, apply to the Association with such modifications as the circumstances require:
(a) sections 2 and 3 to 11 of Part I;
Marginal note:2001, c. 9, s. 343(2)
(2) Paragraph 17(1)(e) of the Act is replaced by the following:
(e) sections 160 to 162, paragraphs 165(2)(a) to (d), (h) and (i), sections 166 and 167, subsection 168(1), sections 170 to 172, subsections 174(1) and (3) to (6), 174(7) (excepting therefrom the reference to subsection 173(4)) and 175(1) and (4), sections 177 and 189 to 194, subsection 195(1), sections 196, 202 and 203, subsections 204(1) and (2), paragraphs 204(3)(a) to (c), subsections 204(4) to (6), sections 205 and 206, paragraphs 207(a) to (c), (h) and (i), sections 208 to 215, paragraphs 216(2)(d) and (e), subsections 217(1) and (2), paragraphs 217(3)(a) and (c), sections 218 to 223, 244, 254 to 256 and 260, subsections 261(1) and (2) and 262(1) to (6), sections 266 to 268, paragraphs 269(a) and (b), sections 270, 278, 279 and 330, paragraphs 331(1)(a) and (b) to (e), subsection 331(2), paragraphs 331(3)(b) and (c), subsections 331(4) and (6), sections 332 to 357 and 359.1 to 380, paragraph 381(1)(a), subsection 381(2) and sections 382 to 406 of Part VI;
Marginal note:2001, c. 9, s. 343(4)
(3) Paragraph 17(1)(i) of the Act is replaced by the following:
(i) Part XI, except sections 528.1 to 528.3, and Parts XV, XVI and XVIII to XX.
1991, c. 47INSURANCE COMPANIES ACT
214. (1) The definitions “form of proxy” and “proxy” in subsection 2(1) of the Insurance Companies Act are replaced by the following:
“form of proxy”
« formulaire de procuration »
“form of proxy” means a form of proxy as defined in the regulations;
“proxy”
« procuration »
“proxy” means a proxy as defined in the regulations;
(2) Subsection 2(1) of the Act is amended by adding the following in alphabetical order:
“adjustable policy”
« police ajustable »
“adjustable policy” means an adjustable policy as defined in the regulations;
“going-private transaction”
« transaction de fermeture »
“going-private transaction” means a going-private transaction as defined in the regulations;
“minor”
« mineur »
“minor” has the same meaning as in the applicable provincial law and in the absence of any such law has the same meaning as the word “child” in the United Nations Convention on the Rights of the Child adopted in the United Nations General Assembly on November 20, 1989;
“squeeze-out transaction”
« transaction d’éviction »
“squeeze-out transaction” means a transaction by a company that is not a distributing company, or an insurance holding company that is not a distributing insurance holding company, that requires an amendment to a by-law referred to in subsection 238(1) or 851(1), as the case may be, and that would directly or indirectly result in the interest of a holder of shares of a class of shares being terminated without their consent and without substituting an interest of equivalent value in shares that are issued by the following persons and have rights and privileges equal to or greater than those of the shares of the affected class:
(a) in the case of a company, the company, and
(b) in the case of an insurance holding company, the insurance holding company;
(3) Subsection 2(1) of the French version of the Act is amended by adding the following in alphabetical order:
« société de portefeuille d’assurances n’ayant pas fait appel au public »
Marginal note:French version only
société de portefeuille d’assurances n’ayant pas fait appel au public S’entend d’une société de portefeuille d’assurances autre qu’une société de portefeuille d’assurances ayant fait appel au public.
« société n’ayant pas fait appel au public »
Marginal note:French version only
société n’ayant pas fait appel au public S’entend d’une société autre qu’une société ayant fait appel au public.
215. The Act is amended by adding the following before section 3:
Marginal note:Regulations — distributing company or insurance holding company
2.1 (1) The Governor in Council may make regulations respecting the determination of what constitutes a distributing company or distributing insurance holding company for the purposes of this Act.
Marginal note:Exemption — company or insurance holding company
(2) On the application of a company or insurance holding company, the Superintendent may determine that it is not or was not a distributing company or distributing insurance holding company, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of that company or insurance holding company.
Marginal note:Exemption — class of companies or insurance holding companies
(3) The Superintendent may determine that members of a class of companies or insurance holding companies are not or were not distributing companies or distributing insurance holding companies, as the case may be, if the Superintendent is satisfied that the determination would not prejudice any security holder of a member of the class.
Marginal note:1997, c. 15, s. 166; 2001, c. 9, s. 351
216. Section 11 of the Act is repealed.
Marginal note:1997, c. 15, s. 167; 1999, c. 31, s. 138; 2001, c. 9, s. 352
217. Subsection 13(2) of the Act is replaced by the following:
Marginal note:Application of certain provisions
(2) This Part, Parts II to IV, sections 224, 225, 245 to 258 and 489 and Parts X, XII, XV, XVI and XVIII to XX apply to every body corporate that is not discontinued under this Act and
(a) that is incorporated or continued as a society under this Act; or
(b) to which any of the provisions of Parts I and II, Part III, except section 77, Part IV, except sections 123 to 130 and 153 to 158, and Parts V and VII of the Canadian and British Insurance Companies Act applied before June 1, 1992.
218. Section 20 of the Act is replaced by the following:
Marginal note:Authority of directors and officers
20. (1) No company or society and no guarantor of an obligation of a company or society may assert against a person dealing with the company or society or against a person who has acquired rights from the company or society that
(a) the company’s or society’s incorporating instrument or any by-laws of the company or society have not been complied with;
(b) the persons named as directors of the company or society in the most recent return sent to the Superintendent under section 549 or 668 are not the directors of the company or society;
(c) the place named in the incorporating instrument or by-laws of the company or society is not the place where the head office of the company or society is situated;
(d) a person held out by the company or society as a director, officer or representative of the company or society has not been duly appointed or has no authority to exercise the powers and perform the duties that are customary in the business of the company or society or usual for a director, officer or representative; or
(e) a document issued by any director, officer or representative of the company or society with actual or usual authority to issue the document is not valid or not genuine.
Marginal note:Exception — knowledge
(2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge of a situation described in that subsection by virtue of their relationship to the company or society.
219. Paragraph 28(1)(b) of the Act is replaced by the following:
(b) the province in which the head office of the company or society is to be situated;
220. (1) Subsection 66(1) of the Act is replaced by the following:
Marginal note:Shares issued in series
66. (1) The by-laws of a company may, subject to any limitations set out in them, authorize the issue of any class of shares in one or more series and may
(a) fix the maximum number of shares in each series and determine the designation, rights, privileges, restrictions and conditions attaching to them; and
(b) authorize the directors to do anything referred to in paragraph (a).
(2) Subsection 66(5) of the Act is replaced by the following:
Marginal note:Material to Superintendent
(5) If the directors exercise their authority under paragraph (1)(b), the directors shall, before the issue of shares of the series, send to the Superintendent a copy of the by-law authorizing the directors to fix the rights, privileges, restrictions and conditions of those shares and shall provide the Superintendent with particulars of the proposed series of shares.
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