Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
274 Policyholder and shareholder proposals
company may
(a) submit to the company noti ce of a proposal of any matter
that the participating policyholder or shareholder intends to
raise at the meeting, and
(b) discuss at the meeting any matter in respect of which the
participating policyholder or shareholder would have been
entitled to submit a proposal.
(2) A provincial company must attach to the notice of the meeting
any notice of proposal of a participating policyholder or
shareholder submitted for consideration at a meeting of
policyholders and shareholders.
(3) If so requested by a participating policyholder or shareholder
who submits a notice of proposal to a provincial company, the
company must attach to the notice of the meeting a statement by
the participating policyholder or shareholder of not more than 200
words in support of the proposal and the name and address of the
participating policyholder or shareholder.
(4) A proposal may include nominations for the election of
directors if the proposal is signed by
(a) one or more holders of shar es representing in the aggregate
not less than 5% of the shares or 5% of the shares of a class
of shares of the provincial company entitled to vote at the
meeting at which the proposal is to be presented, in the case
of nominations for the directors to be elected by
shareholders, or
(b) at least 100 participating policyholders or 10% of the total
number of those policyholders, whichever is fewer, in the
case of nominations for the directors to be elected by
participating policyholders.
(5) A provincial company is not required to comply with
subsections (2) and (3) if
(a) the notice of the proposal is not submitted to the company at
least 90 days before the anniversary date of the previous
annual meeting of participating policyholders and
shareholders,
(b) it clearly appears that the proposal is submitted by the
participating policyholder or shareholder primarily for the
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purpose of enforcing a personal claim or redressing a
personal grievance against the company or its directors,
officers or security holders, or for a purpose that is not
related in any significant way to the business or affairs of
the company,
(c) the company, at the participating policyholder's or
shareholder's request, attached a notice of proposal to the
notice of a meeting of participating policyholders or
shareholders held within 2 years preceding the receipt of the
request, and the participating policyholder or shareholder
failed to present the proposal, in person or by proxy, at the
meeting,
(d) substantially the same proposal was submitted to
participating policyholders or shareholders in a dissident's
proxy circular relating to, or was attached to the notice of, a
meeting of participating policyholders or shareholders held
within 2 years preceding the receipt of the participating
policyholder's or shareholder's request and the proposal was
defeated,
(e) in the case of a proposal submitted by a participating
policyholder that relates to business that is referred to in
section 270(1)(c), the notice of proposal is not signed by at
least 100 participating policyholders or 10% of the total
number of those policyholders, whichever is fewer,
(f) in the case of any other proposal submitted by a
participating policyholder, the notice of proposal is not
signed by at least 100 participating policyholders, or
(g) in the case of a proposal submitted by a participating
policyholder, the proposal
(i) relates to the management of the ordinary business and
affairs of the company,
(ii) would, if implemented, result in a change in the
character or direction of the company that would have a
material adverse effect on the ability of the company to
meet the reasonable expectations of the company's
participating policyholders as to the net cost of their
insurance, or
(iii) would result in the conversion of a mutual provincial
company into a provincial company with common
shares.
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(6) No provincial company or person acting on behalf of a
company incurs any liability by reason only of circulating a notice
of proposal or statement in compliance with subsections (2) and
(3).
1999 cI-5.1 s274