PART XIIFraternal Benefit Societies (continued)
Marginal note:Majority to reside in Canada
543 A majority of the members of the supreme governing body of every society shall at the time of their election or appointment be individuals who are resident in Canada.
Marginal note:Head office
Marginal note:Change of head office — different province
(2) Despite anything contained in its incorporating instrument, any society may, by by-law passed and approved by the votes of at least two thirds of the members entitled to vote by the by-laws of the society who are present or represented at a special meeting duly called for considering the by-law, change the head office of the society from one province to another.
Marginal note:Change of head office — within a province
(2.1) The supreme governing body of a society may, by resolution passed and approved by at least two thirds of the votes cast at a meeting, change the address of the head office within the province specified in the society’s by-laws.
Marginal note:Notice of change of address
(2.2) If there is a change of address of the head office of a society, the society shall send a notice of the change to the Superintendent within fifteen days after the change.
Marginal note:Maximum period
(3) A society shall establish by by-law the maximum period of time within which meetings of the society shall be held.
- 1991, c. 47, s. 544
- 1997, c. 15, s. 286
- 2005, c. 54, s. 298
Marginal note:Change of name
544.1 (1) Despite anything contained in its incorporating instrument, a society may, by by-law passed and approved by the votes of at least two thirds of the members entitled to vote by the by-laws of the society who are present or represented at a special meeting duly called for considering the by-law, change the name of the society.
Marginal note:Effective date
(2) A by-law referred to in subsection (1) is not effective until the Superintendent approves it.
- 2001, c. 9, s. 436
Marginal note:Appointing proxyholder
545 (1) A member who is entitled to vote by by-law of a society may, if the by-laws of the society so provide, by executing an instrument of proxy, appoint a proxyholder or one or more alternate proxyholders, who are not required to be members of the society, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy.
Marginal note:Validity of proxies
(2) An instrument of proxy is not valid at a meeting of a society unless it is filed with the secretary of the society at least ten days before the date of the meeting and it may be revoked at any time.
Marginal note:Societies to inform members of rights
(3) A society for which an order approving the commencement and carrying on of business of life insurance has been made under this Act that has members who are entitled to vote at meetings of the society shall advise each of those members at least once a year by means of a statement printed in prominent type on a premium notice, premium receipt or dividend notice or otherwise, of the rights of the member to attend and to vote in person or by proxy at those meetings and to obtain a blank instrument of proxy on request therefor in writing to the secretary of the society, but in the case of a member who is not in receipt of a regular annual premium notice from the society, notice of the rights of the member to attend and to vote at meetings of the society may be given only at least once every five years.
Marginal note:Valuation balance sheet to be sent to members
546 Every society for which an order approving the commencement and carrying on of business has been made under this Act shall, not later than June 1 in each year, mail to each member of the society a copy of the valuation balance sheet in the prescribed form and an explanation of the facts concerning the condition of the society or, in lieu thereof, shall publish in its official paper that balance sheet and explanation and mail a copy of the issue of the paper containing the balance sheet and explanation to each of the society’s members.
Marginal note:Auditors and actuaries
Marginal note:Appointment of actuary
(2) The directors of a former-Act society shall, forthwith after the coming into force of this Part, appoint the actuary of the society.
Marginal note:Deemed by-laws
(2) Any matter provided for in the incorporating instrument of a former-Act society on the coming into force of this Part that, under this Act, would be provided for in the by-laws of a society is deemed to be provided for in the by-laws of the society.
Marginal note:Copies to Superintendent
(3) Within thirty days after a by-law of a society comes into effect or is amended, the society shall send a copy of the by-law or the amendment to the Superintendent. A society shall send to the Superintendent, within six months after the coming into force of this subsection, its by-laws that are in effect on the coming into force of this subsection.
- 1991, c. 47, s. 548
- 1997, c. 15, s. 287
(a) the name, residence and citizenship of each director of the society;
(b) the mailing address of each director;
(c) the bodies corporate of which each director referred to in paragraph (a) is an officer or director and the firms of which each director is a member;
(d) the names of the directors referred to in paragraph (a) who are officers or employees of the society, and the positions they occupy;
(e) the date of expiration of the term of each director referred to in paragraph (a); and
(f) the name, address and date of appointment of the auditor of the society.
(a) any information relating to a director or auditor of a society shown in the latest return made to the Superintendent under subsection (1), other than information referred to in paragraph (1)(c), becomes inaccurate or incomplete,
(b) a vacancy in the position of auditor of the society occurs or is filled by another person, or
(c) a vacancy on the supreme governing body of the society occurs or is filled,
the society shall forthwith provide the Superintendent with such information as is required to maintain the return in a complete and accurate form.
- 1991, c. 47, s. 549
- 1997, c. 15, s. 288
Marginal note:Sections 261, 262 and 266 to 270 apply
549.1 Sections 261, 262 and 266 to 270 apply to societies, with the modifications that the circumstances require.
- 2012, c. 5, s. 142
Marginal note:Non-application of sections 551 to 570
550 Sections 551 to 570 do not apply in respect of
(a) any interest in real property arising through the holding of a security interest in real property;
(b) any interest in an entity arising through the holding of a security interest in securities of that entity; or
(c) assets of a segregated fund maintained as required by subsection 542.03(2).
- 1991, c. 47, s. 550
- 1997, c. 15, s. 289
General Constraints on Investments
Marginal note:Investment standards
551 The directors of a society shall establish and the society shall adhere to investment and lending policies, standards and procedures that a reasonable and prudent person would apply in respect of a portfolio of investments and loans to avoid undue risk of loss and obtain a reasonable return.
Marginal note:Limit — business growth fund
551.1 (1) The aggregate value of all ownership interests in the business growth fund and the entities that the business growth fund controls that a society and its subsidiaries hold must not exceed $200,000,000.
(2) For the purposes of subsection (1), the value of an ownership interest is determined by the amount paid for it at the time of its issuance.
- 2018, c. 27, s. 148
- Date modified: