Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
320 Cumulative voting
RSA 2000
(a) in the case of a provincial company that has no participating
policyholders, there must be a stated number of directors
determined by bylaw, and not a minimum and maximum
number;
(b) in the case of a provincial company that has participating
policyholders, there must be a stated number of
shareholders' directors determined by bylaw, and not a
minimum and maximum number;
(c) each shareholder entitled to vo te at an election of directors
to be elected by cumulative voting has the right to cast a
number of votes equal to the number of votes attached to the
shares held by the shareholder multiplied by the number of
directors to be elected by cumulative voting, and the
shareholder may cast all such votes in favour of one
candidate or distribute them among the candidates in any
manner;
(d) a separate vote must be taken with respect to each candidate
nominated for a position that is to be filled by cumulative
voting, unless a resolution is passed unanimously permitting
2 or more persons to be elected by a single vote;
(e) if a shareholder has voted for more than one candidate
without specifying the distribution of the votes among the
candidates, the shareholder is deemed to have distributed the
votes equally among the candidates for whom the
shareholder voted;
(f) if the number of candidate s nominated exceeds the number
of positions to be filled, the candidates who receive the least
number of votes must be eliminated until the number of
candidates remaining equals the number of positions to be
filled;
(g) each director elected by cu mulative voting ceases to hold
office at the close of the next annual meeting of
participating policyholders and shareholders following the
director's election;
(h) a director elected by cumulative voting must not be removed
from office if the votes cast against the removal would be
sufficient to elect the director and those votes could be voted
cumulatively at an election at which the same total number
of votes were cast and the same number of directors
required by the bylaws to be elected by cumulative voting
were then being elected;
RSA 2000
(i) the number of directors requir ed by the bylaws to be elected
by cumulative voting must not be decreased if the votes cast
against the motion to decrease would be sufficient to elect a
director and those votes could be voted cumulatively at an
election at which the same total number of votes were cast
and the same number of directors required by the bylaws to
be elected by cumulative voting were then being elected.
1999 cI-5.1 s320