Insurance Companies Act

Marginal note:Requisitioned meeting

• 159 (1) Shareholders who together hold not less than 5 per cent of the issued and outstanding shares of a company that carry the right to vote at a meeting sought to be held may requisition the directors to call a meeting of shareholders or shareholders and policyholders for the purposes stated in the requisition.

• Marginal note:Idem

  (2) At least five hundred policyholders entitled to vote at a meeting sought to be held, or one per cent of the total number of those policyholders, whichever is greater, may requisition the directors to call a meeting of policyholders or shareholders and policyholders for the purposes stated in the requisition.

• Marginal note:Form

  (3) A requisition referred to in subsection (1) or (2)

  • (a) must state the business to be transacted at the meeting and must be sent to each director and to the head office of the company; and

  • (b) may consist of several documents of like form, each signed by one or more shareholders or policyholders.

• Marginal note:Directors calling meeting

  (4) On receipt of a requisition referred to in subsection (1) or (2), the directors shall call a meeting of shareholders or policyholders to transact the business stated in the requisition, unless

  • (a) a record date has been fixed under subsection 142(2) and notice thereof has been given under subsection 142(4);

  • (b) the directors have called a meeting of shareholders or policyholders and have given notice thereof under section 143; or

  • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 147(5)(b) to (e), (h) and (i).

• Marginal note:Shareholders’ and policyholders’ power

  (5) If the directors do not call a meeting within twenty-one days after receiving a requisition referred to in subsection (1) or (2), any shareholder or policyholder who signed the requisition may call the meeting.

• Marginal note:Procedure

  (6) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called pursuant to the by-laws and this Act.

• Marginal note:Reimbursement

  (7) Unless the shareholders or policyholders otherwise resolve at a meeting called under subsection (5), the company shall reimburse the shareholders or policyholders for any expenses reasonably incurred by them in requisitioning, calling and holding the meeting.