Marginal note:Directors’ and officers’ insurance
222. A company may purchase and maintain insurance for the benefit of any person referred to in section 221 against any liability incurred by the person
(a) in the capacity of a director or an officer of the company, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the company; or
(b) in the capacity of a director or officer of another entity or while acting in a similar capacity for another entity, if they act or acted in that capacity at the company’s request, except if the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.
- 1991, c. 47, s. 222;
- 2005, c. 54, s. 259.
Marginal note:Application to court for indemnification
223. (1) A company or a person referred to in section 221 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit.
Marginal note:Notice to Superintendent
(2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel.
Marginal note:Other notice
(3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.
Amendments — Letters Patent
Marginal note:Incorporating instrument
224. On the application of a company or society duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Act to be set out in the incorporating instrument of the company or society.
- 1991, c. 47, s. 224;
- 1997, c. 15, s. 214;
- 2001, c. 9, s. 386.
Marginal note:Letters patent to amend
225. (1) On receipt of an application referred to in section 224, the Minister may issue letters patent to effect the proposal.
Marginal note:Effect of letters patent
(2) Letters patent issued pursuant to subsection (1) become effective on the day stated in the letters patent.
- 1991, c. 47, s. 225;
- 2001, c. 9, s. 387.
226. (1) On the application of a company that has common shares but does not have securities that are not convertible into common shares until after, or options or rights to acquire those shares that are not exercisable until after, the time of the application, the Minister may approve a proposal to convert the company into a mutual company by the purchase, or other acquisition, for the purpose of cancellation of those shares, securities, options and rights.
(2) In sections 227 to 236,
« action ordinaire »
“common share” includes
(a) a security currently convertible into a common share, and
(b) a currently exercisable option or a right to acquire a common share or a security referred to in paragraph (a);
« proposition de mutualisation »
“mutualization proposal” means a proposal referred to in subsection (1).
(3) Nothing in this section or sections 227 to 236 limits the powers of companies under subsection 75(1).
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