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

Marginal note:Class vacancy

187. Notwithstanding section 192 but subject to section 184, where the holders of any class or series of shares of a 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 167, subsection 171(1), section 172 and subsection 173(4), 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.

Marginal note:Unexpired term

• 188. (1) Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director’s predecessor in office.

• Marginal note:Affiliation

  (2) Notwithstanding subsection 171(3), the affiliation of a person to be elected or appointed to fill a vacancy shall be determined as at the date of the person’s election or appointment and that person shall be deemed to continue to be affiliated or unaffiliated, as the case may be, until the next annual meeting of the shareholders and policyholders.

Marginal note:Additional directors

• 188.1 (1) Shareholders’ directors may appoint one or more additional directors as shareholders’ directors, and policyholders’ directors may appoint one or more additional directors as policyholders’ directors, where the by-laws of the company allow them to do so and the by-laws determine the minimum and maximum numbers of shareholders’ directors and policyholders’ directors.

• Marginal note:Term of office

  (2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders or policyholders of the company.

• Marginal note:Limit on number appointed

  (3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders or policyholders of the company.

Marginal note:Meetings required

• 189. (1) The directors shall meet at least four times during each financial year.

• Marginal note:Place for meetings

  (2) The directors may meet at any place unless the by-laws provide otherwise.

• Marginal note:Notice for meetings

  (3) The notice for the meetings must be given as required by the by-laws.