Part 2 — Provincial Companies Subpart 1 Status and Powers of Provincial Companies
270 Notice of meeting
place of a meeting of its participating policyholders or shareholders
not less than 21 days nor more than 50 days before the meeting to
(a) each shareholder entitled to receive notice of the meeting,
(b) each participa ting policyholder who has within 3 years
before the record date fixed or determined under section
269(3) or (4) completed and returned to the company the
form referred to in section 292(1)(b) if no business referred
to in clause (c) is to be dealt with at the meeting,
(c) every participating policyholder determined under section
269(3) or (4) if any of the following business is to be dealt
with at the meeting:
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(i) authorizing the company to apply to the Minister for the
approval of a mutualization proposal or of an
amalgamation agreement,
(ii) confirming a bylaw changing the rights of policyholders
to vote at meetings of policyholders or shareholders,
(iii) approving an agreement setting out the terms and means
of effecting
(A) the transfer of all or substantially all of the
company's policies, or
(B) the reinsurance of all or substantially all of the
company's policies,
o r
(iv) approving a proposal to convert the company from a
mutual provincial company into a provincial company
with common shares,
(d) each director,
(e) the auditor of the company, and
(f) the actuary of the company.
(2) The Minister, having regard to the size of a provincial
company and of the companies or bodies corporate with which it
proposes to amalgamate, may exempt the company from the
application of subsection (1)(c) with respect to business consisting
of the approval of an amalgamation agreement.
(3) In addition to the notice required under subsection (1),
(a) where any class of shares of a provincial company is
publicly traded on a recognized stock exchange in Canada,
notice of the time and place of the meeting of shareholders
must be published once a week for at least 4 consecutive
weeks before the date of the meeting in a newspaper in
general circulation in the place where the head office of the
company is located and in each place in Canada where the
company has a transfer agent or where a transfer of the
company's shares may be recorded, or
(b) where the company is a mutu al provincial company, notice
of the time and place of the meeting of participating
policyholders of the company and the nature of the business
in sufficient detail to permit a participating policyholder to
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form a reasoned judgment on the nature of the business,
together with information on the means by which any
policyholder can receive the notice referred to in subsection
(1), must be
(i) published once a week for at least 4 consecutive weeks
before the date of the meeting in a newspaper in general
circulation in the place where the head office of the
company is located and in each province or territory in
which more than 1% of the total number of participating
policyholders reside, or
(ii) sent to every participating policyholder.
(4) A notice of the annual meeting of participating policyholders
and shareholders must include a copy of the provincial company's
annual financial statements for the preceding year unless the
participating policyholder or shareholder has advised the provincial
company that the holder does not wish to receive the annual
financial statements.
(5) Failure to receive a notice of a meeting of participating
policyholders or shareholders does not deprive a participating
policyholder or shareholder of the right to vote at the meeting.
1999 cI-5.1 s270