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

Marginal note:Re-election of directors

177 A director who has completed a term of office is, if otherwise qualified, eligible for re-election.

Incomplete Elections and Director Vacancies

Marginal note:Void election or appointment

• 178 (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 167(2) or 171(1), section 172 or subsection 173(4) or (4.1), the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.

• Marginal note:Failure to elect minimum

  (2) Where, at the close of a meeting of shareholders or policyholders of a company, the shareholders or policyholders have failed to elect the number or minimum number of directors required by this Act or the by-laws of a company, the purported election of directors at the meeting

  • (a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or

  • (b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.

• (3) and (4) [Repealed, 1997, c. 15, s. 204]

Marginal note:Directors where elections incomplete or void

• 179 (1) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where subsection 178(1) or (2) applies at the close of any meeting of shareholders or policyholders of a company, the board of directors shall, until their successors are elected or appointed, consist solely of

  • (a) where paragraph 178(2)(a) applies, the directors referred to in that paragraph; or

  • (b) where subsection 178(1) or paragraph 178(2)(b) applies, those persons who were the incumbent directors immediately before the meeting.

• Marginal note:Where there is no approved rectification plan

  (2) Notwithstanding subsections 174(3) and (4) and paragraphs 176(1)(f) and 180(1)(a), where a plan to rectify the non-compliance referred to in subsection 178(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.

• Marginal note:Directors to call meeting

  (3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders or policyholders to fill the vacancies, where paragraph 178(2)(a) applies, or elect a new board of directors, where subsection 178(1) or paragraph 178(2)(b) applies.

• Marginal note:Shareholder or policyholder may call meeting

  (4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder or policyholder entitled to vote.

Marginal note:Ceasing to hold office

• 180 (1) A director ceases to hold office

  • (a) at the close of the annual meeting at which the director’s term of office expires;

  • (b) when the director dies or resigns;

  • (c) when the director becomes disqualified under section 168 or ineligible to hold office pursuant to subsection 212(2);

  • (d) when the director is removed under section 181; or

  • (e) when the director is removed from office under section 678.1 or 678.2.

• Marginal note:Date of resignation

  (2) The resignation of a director of a company becomes effective at the time a written resignation is sent to the company by the director or at the time specified in the resignation, whichever is later.

Marginal note:Removal of director

• 181 (1) Subject to paragraph 176(1)(g) and this section, the shareholders or policyholders of a company may by resolution at a special meeting remove any director or all the directors from office.

• Marginal note:Exception

  (2) A shareholders’ director may be removed only by a resolution of the shareholders at a meeting of shareholders or shareholders and policyholders.

• Marginal note:Idem

  (3) A policyholders’ director may be removed only by a resolution of the policyholders at a meeting of policyholders or shareholders and policyholders.

• Marginal note:Idem

  (4) Where the holders of any class or series of shares of a company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.

• Marginal note:Vacancy by removal

  (5) Subject to paragraphs 176(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders or policyholders at which the director is removed or, if not so filled, may be filled under section 185 or 187.

Marginal note:Statement of director

• 182 (1) A director who

  • (a) resigns,

  • (b) receives a notice or otherwise learns of a meeting of shareholders or policyholders called for the purpose of removing the director from office, or

  • (c) receives a notice or otherwise learns of a meeting of directors or shareholders or policyholders at which another person is to be appointed or elected to fill the office of director, whether because of the director’s resignation or removal or because the director’s term of office has expired or is about to expire,

  is entitled to submit to the company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.

• Marginal note:Statement to Superintendent

  (2) Where a director resigns as a result of a disagreement with the other directors or the officers of a company, the director shall submit to the company and the Superintendent a written statement setting out the nature of the disagreement.

Marginal note:Circulation of statement

• 183 (1) A company shall forthwith on receipt of a director’s statement referred to in subsection 182(1) relating to a matter referred to in paragraph 182(1)(b) or (c), or a director’s statement referred to in subsection 182(2), send a copy thereof to each shareholder and policyholder entitled to receive a notice of meetings under paragraph 143(1)(a) or (b) and to the Superintendent, unless the statement is attached to a notice of a meeting.

• Marginal note:Immunity for statement

  (2) No company or person acting on its behalf incurs any liability by reason only of circulating a director’s statement in compliance with subsection (1).

Marginal note:Shareholders or policyholders filling vacancy

184 The by-laws of a company may provide that a vacancy among the directors is to be filled only by vote of

• (a) the shareholders or policyholders;

• (b) the shareholders, if the vacancy occurs among the shareholders’ directors;

• (c) the policyholders, if the vacancy occurs among the policyholders’ directors; or

• (d) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.

Marginal note:Directors filling vacancy

• 185 (1) Despite section 192 but subject to subsection (2) and sections 184, 186 and 187, a quorum of directors may fill a vacancy among the directors except a vacancy resulting from a change in the by-laws by which the number or the minimum or maximum number of directors is increased or from a failure to elect the number or minimum number of directors provided for in the by-laws.

• Marginal note:Where composition fails

  (2) Notwithstanding sections 184 and 192, where by reason of a 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 directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.

Marginal note:Vacancy among shareholders’ or policyholders’ directors

186 Notwithstanding section 192 but subject to sections 184 and 187, where a company has shareholders’ directors and policyholders’ directors and a vacancy occurs among those directors,

• (a) the remaining shareholders’ directors or policyholders’ directors, as the case may be, may fill the vacancy except one resulting from an increase in the number or the minimum or maximum number — or from a failure to elect the number or minimum number — of shareholders’ directors or policyholders’ directors provided for in the by-laws;

• (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 shareholder or policyholder entitled to vote may call a meeting of shareholders or policyholders for the purpose of filling the vacancy.

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.

Meetings of the Board

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.

Marginal note:Notice of meeting

• 190 (1) A notice of a meeting of directors shall specify each matter referred to in section 207 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.

• Marginal note:Waiver of notice

  (2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

• Marginal note:Adjourned meeting

  (3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.

Marginal note:Quorum

• 191 (1) Subject to section 192, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

• Marginal note:Idem

  (2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be

  • (a) a majority of the minimum number of directors required by this Act for the board of directors or a committee of directors; or

  • (b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the company.

• Marginal note:Director continues to be present

  (3) A director who is present at a meeting of directors or of a committee of directors but is not, in accordance with subsection 212(1), present at any particular time during the meeting is considered to be present for the purposes of this section.

Marginal note:Resident Canadian majority

• 192 (1) The directors of a company shall not transact business at a meeting of directors unless

  • (a) in the case of a company that is the subsidiary of a foreign institution, at least one half of the directors present are resident Canadians; and

  • (b) in the case of any other company, a majority of the directors present are resident Canadians.

• Marginal note:Exception

  (2) Despite subsection (1), the directors of a company may transact business at a meeting of directors without the required proportion of directors who are resident Canadians if

  • (a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and

  • (b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.