Insurance Companies Act

Marginal note:Authority to fix record date

• 142 (1) The directors may in advance fix a record date, that is within the prescribed period, for the determination of

  • (a) shareholders who are entitled to receive payment of a dividend;

  • (b) shareholders or policyholders who are entitled to participate in a liquidation distribution;

  • (c) shareholders

    • (i) who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders,

    • (ii) who are entitled to vote at a meeting of shareholders or at a meeting of shareholders and policyholders, or

    • (iii) for any other purpose;

  • (d) policyholders who are entitled to

    • (i) receive notice of a meeting of policyholders or a meeting of shareholders and policyholders, or

    • (ii) vote at a meeting of policyholders or at a meeting of shareholders and policyholders; or

  • (e) policyholders for any other purpose except

    • (i) the right to receive payment of a policy dividend or bonus,

    • (ii) any purpose where the determination of policyholders is governed by contract, and

    • (iii) the right to receive benefits in respect of the conversion of a mutual company into a company with common shares.

• Marginal note:Determination of record date — shareholders

  (2) If no record date is fixed,

  • (a) the record date for the determination of shareholders who are entitled to receive notice of a meeting of shareholders or a meeting of shareholders and policyholders is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held; and

  • (b) the record date for the determination of shareholders for any other purpose, other than to establish a shareholder’s right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

• Marginal note:Determination of record date — policyholders

  (3) If no record date is fixed,

  • (a) the record date for the determination of policyholders who are entitled to receive notice of a meeting of policyholders or a meeting of shareholders and policyholders is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held;

  • (b) the record date for the determination of policyholders entitled to vote at a meeting is the day on which the meeting is held; and

  • (c) the record date for the determination of policyholders for any other purpose is at the close of business on the day on which the directors pass a resolution in respect of that purpose.

• Marginal note:Notice of record date — shareholders

  (4) If a record date is fixed and unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice of the record date shall be given within the prescribed period by

  • (a) advertisement in a newspaper in general circulation in the place where the company’s head office is situated and in each place in Canada where the company has a transfer agent or where a transfer of its shares may be recorded; and

  • (b) written notice to each stock exchange in Canada on which the company’s shares are listed for trading.