Bill 87 (Legislature 17, Session 2)

L17 S2 5221

Alberta — Bills

1973 Bill 87 Seeond Session, 17th Legislature, 22 Elizaheth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 87 The Alberta Insurance Amendment Act, 1973 THE MINI8TER OF CONSUMER AFFAIRS First Reading .............................. . Second Reading ............................. . Third Reading ........ . Printed by QUEEN'S PRINTER for the Province of Alberta, EDMONTON

Bill 87 BILL 87 1973 THE ALBERTA INSURANCE AMENDMENT ACT, 1973 (Assented to , 1973) HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows: 1. The Alberta Insurance Act is hereby amended.

Section 34 is struck out and the following is sub stituted therefor: 34.

(1) After January 1, 1974, a licence shall not be granted initially to a joint stock company, 'Other than a Canadian registered company, (

a) to undertake life insurance unless the company has a paid up capital and surplus of not less than $2,000,000, of which not less than $1,000,000 is paid up capital and not less than $500,000 is un impaired surplus, or (

b) to undertake any class of insurance other than life insurance unless the company has a paid up capital and surplus of n'Ot less than $1,000,000 of which not less than $500,000 is paid up capital and not less than $250,000 is unimpaired surplus.

(2) Where a joint stock company, other than a Cana dian registered company, is licensed prior to January 1, 1974, (

a) its licence to undertake life insurance shall not be renewed unless the paid up capital stock of the company is not less than $500,000 and is un impaired; (

b) its licence to undertake any class of insurance other than life insurance shall not be renewed unless the paid up capital stock of the company is not less than $100,000 and is unimpaired.

Section 61 is amended by striking out the word "Minister" and by substituting therefor the word "Super intendent" .

I. This Bill will amend

chapter 187 of the Revised Statutes of Alberta 1970.

Section 34 presently reads: 34.

(1) A licencE' shall no't be granted to a joint stock company other than a Canadian registered company to undertake any class of insur ance other than life insurance unless the paid up capital stock of the company is at least $100,000 and is unimpaired.

(2) A licence shall not be granted to a joint stock company other than a Canadian registered company to undertake life insurance un less the pa,id up capital stock of the company is at least $500,000 and is unimpaired.

Section 61 presently reads: 61. ,Vhere any insurer desires to substHute other securities for securities deposited, the Minister may permit the substitution to be made.

Section 62 is struck out and the following is sub stituted therefor: 62.

(1) An insurer that has made a deposit under this Act is entitled to withdraw it with the consent 'Of the Superintendent whenever it is nlade to appear to the Super intendent that the insurer is carrying on its business of insurance as a Canadian registered company.

(2) If at any time it appears that an insurer has on deposit with the Minister under this Act a sum in excess of the prescribed amount, the Superintendent, upon being satisfied that the interest of the insurer's policy-holders in Alberta will not be prejudiced thereby and upon giving such notice in The Alberta Gazette and taking such 'Other precaution as he considers expedient, may authorize the withdrawal 'Of the amount of the excess or such portion thereof as he considers advisable. (3 ) Notwithstanding subsection (2), the Superintendent may authorize the withdrawal without giving notice.

Section 94 is amended (

a) as to subsection (2) by adding after clause (

g) the following clause: (gl) the bonds, debentures and other securities issued or guaranteed by Inter-American De velopment Bank 'Or by Asian Development Bank, if the bonds, debentures or other securi ties are payable in the currency of Canada, the United Kingdom, any member of the Com monwealth or the United States of America; or (

b) by striking out subsection (10). 6. The following

section is added after

section 94: 94.1

(1) An insurer shall not knowingly make an in vestment, other ,than a loan on the security 'Of a policy of life insurance issued by it, (

a) by way of a loan to (

i) a director or 'Officer of the insurer, or a spouse or child of such director or officer, 'Or (ii) an individual, his spouse or any of his children under 18 years of age if either the individual or a group consisting of the individual, his spouse and such children is a substantial shareholder of the insurer; (

b) in a corp'Oration that is a substantial shareholder of the insurer; (

c) in a corporation in which 2

Section 62 presently reads: 62.

(1) An insurer that has made a deposit under this Act is efltitled to withdraw it with the sanction of the Minister whenever it is made to appear to the Minister that the insurer .is carrying on its business of insurance as a Canadian registered compamy.

(2) If at any time it appears that an insurer has on deposit with the Minister under this Act a sum in exces's of the prescribed amount, the Minister upon being satisfied that the interest of the iflsured policy holders in this' Province will not be prejudiced thereby, and upon giv ing such notice in The Alberta Gazette and taking such other precau tion as he deems expedient, may authorize the withdrawal of the aJmount ,of the excess or such portion thereof as he deems advisable.

(3) Notwithstanding subsection (2), the Minister may authorize the withdrawal without giving notice. 5. (

a) The new clause (gl) permits an insurance company in corporated in Alberta to invest in securities issued by the banks mentioned therein. (

b) Section 94, subsection (10) presently reads:

(10) A company shall no't lend any of its funds to a director or officer of the company or to the wife or a child of a director or officer except on the security of the company's ,own policies; nor shall a company lend any of its funds to acorporati,on if more than one-half of the shares of the capital stock of the corporation are owned by a director 'or officer of the company or the wife or a chHd of a director or officer, or by any combination of such per,sons. 6. Prohibited loans and investments. 2

(

i) an individual mentioned in clause (a), sub clause (i), or (ii) an individual who is a substantial shareholder of the insurer, or (iii) another corporation that is a substantial shareholder 'Of the insurer, or (iv) a g~oup consisting exclusively of individuals mentioned in clause (a), subclause 0), has a significant interest.

(2) An insurer shall not knowingly retain an invest ment mentioned in subsection (1).

(3) For the purpose of this section, (

a) a person has a significant interest in a corporation, or a group of persons has a significant interest in a ·corpor-ation, if (

i) in the case of a person, he owns beneficially, either directly or indirectly, more than 10 per cent, or (ii) in the case of a group of persons, they own beneficially, either individually or together and either directly or indirectly, more than 50 per cent, of the shares of the corporation for the time being outstanding; (

b) a pers'On is a substantial shareholder of a corpora tion or a group of persons is a substantial share holder of a corporation if that person or group of persons owns beneficially, either individually or together and either directly or indirectly, equity shares to which are a ttached more than 10 per cent 'Of the voting rights attached to all of the equity shares of the corporation for the time being outstanding, and in computing the percentage of voting rights attached to equity shares owned by an underwriter, there shall be excluded the voting rights attached to equity shares acquired by him as an underwriter during the course of distribution to the public by him of such shares; (c) (d) "equity share" means any share of any class of shares to which are attached full or limited voting rights and a share of any class to which are at tached voting rights by reason of the occurrence of any contingency that has occurred and is con tinuing; "investment" means (

i) an investment in a corporation by way of purchase of bonds, debentures, notes or other evidences of indebtedness thereof or shares thereof, or 3

(ii) a loan to a person or persons, but does not include any normal working balance between an insurer and any other c'Orporation transacting the business of insurance or any ad vance or loan that is merely ancillary to the main business of the insurer; (e) "officer" means only the president, a vice-president, the secretary, the treasurer, the manager, the contr'Oller and the actuary of an insurer and any other person designated as an officer of the in surer by by-law or by resoluti'On of the directors thereof.

(4) For the purposes of this section, where a person or a gr'Oup of persons owns beneficially, directly or indirectly, or is deemed by this subsection to 'Own beneficially, shares of a corporation, that person or group of persons shall be deemed to own beneficially that portion of the shares 'Of any 'Other corporation that is owned beneficially, directly or indirectly, by the first-mentioned corporation, that is equal to the proporti'On of the shares of the first-mentioned corporation that is owned beneficially, directly or in directly, or is deemed by this subsecti'On to be owned bene ficially, by that person or group of persons.

(5) Where any person or group of persons is a substan tial shareholder 'Of an insurer and, as a consequence thereof and of the application 'Of this section, certain investments are prohibited for the insurer, the Minister may, on the advice of the Superintendent, and on application by the in surer, exempt from such prohibition any particular in vestment or investments 'Of any particular class if he is satisfied (

a) that the decision of the insurer to make or hold any investment so exempted has not been and is not likely to be influenced in any significant way by that person or group, and does not inv'Olve in any significant way the interests of that person or group apart from their interests as a share holder of the insurer, and (

b) that the investment is to be made under the power granted to the insurer under this Part.

(6) Any 'Order of exemption made by the Minister under subsection (5) may contain any conditions or limitations considered by the Minister to be appropriate and may be revoked by the Minister at any time. 4

Section 106 is amended (

a) as to subsection (1) by striking out clause (

b) and by substituting therefor the following: (b) "investments" means bonds, debentures, evi dences 'Of indebtedness, securities, obligations, certificates, shares, mortgages, ground rents, hypothecs, leaseholds and real estate enumer ated in

section 94, subsection (2); (

b) as to subsection (3) , by striking out the word "securities" wherever it occurs and by sUbstituting therefor the word "investments", (

c) as to subsection (4), by striking out the word "securities" and by substituting therefor the word "investments", (

d) as to subsection (5), by striking out the word "securities" wherever it occurs and by substituting therefor the word "investments", (

e) by striking out subsection (6) and by substituting therefor the following subsections:

(6) The percentage limit specified in

section 94, subsectilOn (8) does not apply to common shares in a segregated fund of a company and in the applica tion of that limit to the company as a whole the assets in its segregated funds shall not be taken into account.

(7) The percentage limit specified in

section 94, subsection (9) does not apply to real estate and leaseholds in a segregated fund of a company and in the applicatilOn of that limit to the company as a whole the assets in its segregated funds shall not be taken into account.

(8) The percentage limi t specified in

section 94, subse1otion (2), clause (10), subclause (iii) applie.s to each separate and distinct segregated fund as if the total assets of each such fund were the total assets of the company and in the application of that limit to the company as a whole the assets in its segregated funds shall not be taken into account.

(9) The percentage limit specified in

section 94, subsection (15), clause (

b) applies to each separate and distinct segregated fund as if the total assets of each such fund were the total assets of the com pany and in the application of that limit to the company as a whole the assets in its segregated funds shall not be taken into account.

(10) The Lieutenant Governor in Council may make regulations prescribing the maximum amount that a company may invest in any class of invest ments for a segregated fund. S

Section 106 presently reads: 10-6.

(1) In this section, (a) ··company" means a provincial company licensed for the trans action of life insurance under this Act; (b) "securities" means bonds, debentures, evidences of indebtedness, securities, obligations, certificates and shares enumerated in secHon 94, subsection (2), clauses (

a) to (1); (c) "segregated fund" means a separate and dis'tinct fund main tained pursuant tD subsectio'n (2).

(2) Where a company issues life insurance policies under which all or part of its liabilities thereunder, and the reserves therefor to be included in its annual statement pursuant to

section 104, vary in amount depending upon the market value Dfa specified group of as sets, the cDmpany shall maintain in respect of those pDlicies one or more separate and distinct funds· with separate assets for each fund.

(3) A company, if authorized by its by-laws, may create or add to segregated funds by transfers of money or se,curities or both from the shareholders' fund, but as to all segregated fundS' of the company the amou~lts 'of such transfers, taking the value of any securities so transferred at their market value at the date of transfer, shall not e~ceed in the aggregate the lesser o·f (a) $100,000, or (b) 5 per cent of the amount by which ,the company's assets exceed its liabiIi ties, and moneys and se·curities so transferred shall no,t be included in the assets of the company fDr the purpDses of

section 43 while they remai'n in the segregated fund.

(4) A segregated fund shall at all times cDns'ist of money or securi ties .or bo,th.

(5) A segregated fund is available Dnly to. meet the liabilities aris ing under the pDIicies in respect .of which the segregaIted fund is main tained, except that moneys Dr securi.ties in the segregated fund may, at the discretiDn of the direc'tDrs but subject to the approval of the Superintendent, be withdrawn from the segregated fund and returned to the sharehDlders' ·fund but the amount of m.oney and the market value .of any securities when so withdrawn shall nDt exceed in the aggregate the proportionate interest of <the sharehDlders' in the segregated fund. (6,) The percentage limit specified in

section 94, ·subsection (8) d.oes not apply to commDn shares in the segregated funds of a company and in the applicatiDn of that limit to the company as a whole the CDm mon shares in its segregated funds shall not be taken into aCCDunt. 5

Section 212 is amended by adding after subsection (2) the following:

(3) No resident agent holding a certificate of authority shall give any power of attorney to persons r,esiding within Alberta for the purpose of countersigning contracts pur suant to

section 211, unless that person is licensed as an agent or employee under

Part 16.

Section 216 is amended by striking out subsections (2), (3) and (4). 10. The following sections are added after

section 216: 21!S.1 (1) In this section,

section 216.2 and

section 216.3, "variabLe life insurance policy" means a life insur ance policy for which all or part of the insurer's liability thereunder, and the reserves therefor to be included in the insurer's annual statement pursuant to

section 104, vary in amount depending upon the market value of a specific group of assets.

(2) An insurer shall not issue a variable life insurance policy unless the insurer (

a) files with the Superintendent, n'Ot less than 30 days before offering to undertake any insurance of that kind, the form of the policy, the form of the application for the policy, the form of all en dorsements and riders to be used in connection with the policy, all advertising material to be issued or used by the insurer in connection with the insurance, an information folder pertaining to the insurance and such other material as may be re quired by the Superintendent, and (

b) the Superintendent has issued to the insurer a receipt for the items filed.

(3) The information folder shall provide brief and plain disclosure of all material facts relating to the contract evidenced by the variable life insurance policy and shall contain a certificate to that effect signed by the chief ex ecutive officer and the chief financial officer of the insurer or such other person as the Superintendent may require.

(4) An application for a contract evidenced by a vari able life insurance policy shall not be accepted by an in surer until the insurer has delivered to the applicant there for a copy of the latest information folder relating thereto that is on file with the Superintendent.

(5) So long as an insurer continues to issue variable life insurance policies in respect of which it has filed an infor mation folder, it shall, (

a) forthwith after the occurrence of any material change in the contract or in any 'Other facts set out in the latest information folder so filed, and 6

8. Prohibits the inferred power of a licensed agent to giv~ power of attorney to an unlicensed person.

Section 216 presently reads: 216.

(1) The Superintendent may require an insurer to file with him a copy of any form 'Of policy or of the form of application for any policy or of any endorsement 'Or rider or advel'tising material iSSJUed Qor used by the insurer.

(2) Every insurer that issues or proposes' to issue life insurance p,olicies under which all or part of its liabilities thereunder, and the reserves therefor to be included in its. annual statement pursuant to

section 104, vary in amount depending upon the market value of a specified gr,oup of assets shall, at least 30 days before offering to under take any .insurance of thwt kind, file with the Superintendent the form of the policy, the form Qof the application for the policy, the form of all endorsements and riders. to be used i'n connection wi.th the policy, and all advertising mwterial to be is'sued or used by the insurer in connec tion with the sale of that kind of policy.

(3) The Superintendent shall report to the Minister any case where an insurer issues any policy ,or uses an application, or endorsement or rider or adveI'tising material that in the opinion of the Superintendent is' unfair, fraudulent, unduly restrictive or not in the public interest, and the Minister rnay, if he co'ncurs in the report, order the Super intendent to prohibit the in.surer from isS'uing or using that form of policy or application or endorsement or rider or advertising material, as the case may be.

(4) Any insurer that, after be.ing S'O prQohibited, issues any such policy, or ,endorsement or rider, or uses any such application, or adver tising material, as the case may be, is guilty of an offence.

(5) This

section applies' to contracts of life insurance. 10. Self-explanatory. 6

(

b) within 13 months after the date of filing of the latest information folder so filed, or such other period of time as may be 'Ordered by the Minister, file with the Superintendent a new information folder in respect thereof. 216.2

(1) The Superintendent shall report to the Min ister any case where an insurer issues any life insurancE! policy or any variable life insurance P'Olicy or any policy other than a type of life insurance policy 'Or uses an appli cation, endorsement, rider, advertising material 'Or infor mation folder that in the opinion of the Superintendent is unfair, fraudulent, unduly restrictive or not in the public interest, and the Minister may, if he concurs in the report, order the Superintendent to prohibit the insurer from issuing or using that form of policy, application, endorse ment, rider, advertising material or informati'On folder, as the case may be.

(2) Any insurer that, after being so prohibited, issues any such policy, or endorsement or rider, or uses any such application, or advertising material or information folder, as the case may be, is guilty of an offence. 21'6.3 The Lieutenant Governor in Council may make regulations providing for the form and content or either of a life insurance policy, 'Of a variable life insurance policy, of an application for a life insurance policy or a variable life insurance policy, of an endorsement or rider to a policy, of any advertising material, or of an information folder issued or used by an insurer.

Section 282 is amended by striking out clause (

b) and by substituting the following therefor: (b) "insured" means a person insured by a contract whether named or not and includes any person who is stated in a contract to be entitled to benefits payable under the insurance mentioned in

section 300.1 whether described therein as an insured per son 'Or not.

Section 295 is amended by striking out subsec tion (2). 13. The following

section is added after

section 295: 295.1 Liability arising from contamination of property carried in an automobile shall be deemed not to be liability arising from the ownership, use or operation of that auto mobile.

Section 300 is amended (

a) by striking out subsection (1) and by substituting the following therefor: 7

II.

Section 282, clause (

b) presently reads: 282. In this Part, (b) "insured" means a perS'Qn insured by a cQntract whether named Qr nQt.

Section 295, subsection (2) presently reads:

(2) Liability arising frQm cQntaminatiQn Qf prQpel'ty carried in an autQmobile shall nQt be deemed to' be liability arising frQm the Qwner ship, use 'Qr QperatiQn Qf that autQmQbile. 13. Subsection (2) of

section 295 has been struck out and re enacted as

section 295.1 so that it will become a separate and independent section.

Section 300, subsections 0), (2) and (3) presently read: 300.

(1) Every cQntract evidenced by a mQtQr vehicle liability PQlicy insures', in respect Qf anyone a-ccident, to' the limit Qf at least $35,000, exclusive Qf interest and CQsts, against liability resulting frQm bQdily i'njury to' 'Qr the death ·Qf Qne Qr mQre pel'SQns and IQSS Qf Qr damage to prQperty.

(2) The cQntract shall be interpreted to' mean that where, by reaSQn Qf anyone accident, liability results frQm bQdily injury or death and from los'S of or damage to prQperty, (

a) claims against the insured arising out Qf bQdily injury or death have priQrHy to' the extent Qf $30,000 Qver claims arising Qut Qf IQs'S Qf Qr damage to' prQperty, and (

b) claims agai,nst the insured arisIng Qut ·Qf loss Qf Qr damage to' prQperty have priQrity to' the extent Qf $5,000 Qver claims arising Qut Qf bQdily injury Qr deaJt:h.

(3) The ins·urpr may, instead of specifying a limit in the PQlicy fQr an inclusive amQunt, specify a limit Qf liability Qf at least $35,000, exclusive Qf intere'St and CQsts, against liability resulting frQm bQdily injury to' Qr the death Qf Qne Qr mQre perso,ns and a limit Qf liability of at least $35,000, exclusive Qf interest and CQsts, against liability fQr lQSS Qf or damage to' prQperty. 7

(1) Every c'Ontract evidenced by a motor vehicle liability policy issued or renewed on or after January 1, 1974 insures, in respect of any one accident, to the limit of at least $50,000 ex clusive of interest and costs, against liability result ing from bodily injury to or the death of one or more persons and loss of or damage to property. (

b) as to subsection (2), clause (a), by striking out the figure "$30,000" and by substituting therefor the figure "$45,000", (

c) as to subsection (3) by striking out the figure "$35,000" wherever it appears and by substituting therefor the figure "$50,000". 15. The following

section is added after se.ction 358: 358.1 Where a policy issued after January 1, 1974 includes provision for disability benefits to be payable only during confinement of the insured, the provision does not bind the insured and the benefits in respect of disability under the policy during the disability are payable regard less of whether the insured is confined or nQt.

Section 376, subsection (1) is amended by striking out the number "360" and by substituting therefor the number "374".

Section 515 is struck out and the following is sub stituted therefor: 515. In this Part (a) "amalgamati'On" means an amalgamatiQn in accord ance with sectiQn 517.1 and "amalgamate" has a cQrresPQnding meaning; (b) "reinsurance" means an agreement by which con tracts made in Alberta by a licensed insurer or any class 'Or grQUP thereQf are undertaken 'Or reinsured by another insurer 'either by nQvation, ,transfer or aSlsignment.

Section 517 is amended by striking out subsection (1) and by SUbstituting the following therefor: 517.

(1) An insurer incQrpora ted by

an Act 'Of the Province and li~ensed under this Act may (

a) amalgamate with 'One 'Or mQre insurers incor PQrated by

an Act or Acts 'Of the PrQvince in accordance with this Part and continue as 'One insurer, 'Or (

b) transfer its contracts 'Of insurance t'O 'Or reinsure them with any 'Other insurer, 'Or 8

15. Self explanatory. 16. Corrects a cross-reference.

Section 515 presently reads: 515. In this Part the expres'sion "reinsurance" means an agreement by which contracts made in the Province by a licensed i,nsurer or any class or group thereof are undertaken or reinsured by anpther insurer either by novatio-n, transfer, assignment or as a result of amalgamation of the insurers.

Section 517, subsection (1) presently reads: 517.

(1) A'ny insurer incorporated by

an Act of the Province and licensed under this Act may (

a) amalgamate Hs property and business with those of any other insurer, or (

b) transfer its contracts of insurance to or reinsure them with any other ins'urer,or (

c) transfer its property and business or amy part thereof to any other insurer, and such insurers' are hereby authorized, upon compliance with the con ditions hereinafter set out, to enter into all contracts and agreements 'necessary to amalgamation, transfer or reinsurance. 8

(

c) transfer its property, business and assets or any of them, in whole or in part to any other insurer, and such insurers are hereby authorized, upon compliance with the provisions of this Part to enter into all contracts and agreements necessary to amalgamation, transfer or reinsurance. 19. The following sect'ion is added after

section 517: 517.1

(1) Two or more insurers incorporated by Acts of the Province proposing to amalgamate may enter into an amalganlation agreem l2nt, which shall prescribe the terms and conditions of the amalgamation and the mode of carrying the amalgamation into effect.

(2) The amalgamation agreement shall set out (

a) the name of the amalgamated insurer, (

b) the place within Alberta at which the head office of the amalgamated insurer is to be situated, (

c) the amount of the capital stock of the amalgamated insurer, the division thereof into shares and the par value of the shares, (

d) the names, occupations and places of residence of the first directors of the amalgamated insurer, (

e) the objects of the amalgamated insurer, (

f) the by-laws of the amalgamated insurer or that the by-laws of one of the amalgamating insurers are to be adopted as the by-laws of the amalgam ated insurer, (

g) the manner of converting the issued and unissued shares of each of the amalgamating insurers into shares of the amalgamated insurer, and (

h) such other details as may be necessary to perfect the amalgamation and to provide for the subse quent management and working of the amalgam ated insurer.

(3) There shall be filed with the Superintendent (

a) the amalgamation agreement; (

b) certified copies of the statement of assets and liabilities of the insurers being amalgamated; (

c) certified copies of the actuarial or other reports upon which the amalgamation is founded; (

d) a declaration under the hands of the president and manager of each of the insurers that are being amalgamated that to the best of their knowledge and belief every payment made or to be made to any person whomsoever on account of the amal gamation, is therein fully set out and that no other payments beyond those set out have been made or 9

19. Procedure for amalgamation. 9

are to be made either in m'Oney, contracts of insur ance, bonds, valuable securities or other property, by or with the knowledge of any of the parties to the amalgamation; (

e) such 'Other information as the Superintendent may require.

(4) Upon the documents and information required under subsection (3) being filed, the Minister may issue to the amalgamating insurers a certificate (

a) prescI'1ibing the am'Ounts of paid up capital and un impaired surplus that the proposed amalgamated insurer will require before an order may be made under subsection (11), and (

b) authorizing the amalgamated insurers to make an application to the Supreme Court of Alberta in accordance with subsection (6).

(5) The amalgamation agreement shall be submitted to the shareholders of each of the amalgamating insurers at special general meetings thereof called for the purpose of considering the adoption of the agreement and if at each meeting the shares voted in favour of adopting the amal gamation agreement represent at least two-thirds of the subscribed and issued capital stock of the insurer held by those shareholders entitled to vote on the question of the adoption at the time the vote is taken, (

a) the secretary of each of the amalgamating insurers shall certify that fact under the corporate seal thereof, and (

b) the amalgamation agreement shall be deemed to have been adopted by each of the amalgamating insurers.

(6) Where the amalgamation agreement is deemed to have been adopted and where a certificate has been issued under subsection (4), the amalgamating insurers may ap ply to the Supreme Court of Alberta by way of petition for an order approving the amalgamation agreement.

(7) Unless the Supreme Court of Alberta otherwise directs, each amalganlating insurer shall notify each of its dissentient shareholders, in such manner as the Court may direct, 'Of the time and place when the petition for the approving order will be nlade.

(8) Unless the Supreme Court of Alberta otherwise directs, notice of the time and place of the hearing of the petition for the approving order shall be given to the creditors of an amalgamating insurer in such manner as the Court may direct.

(9) Upon the application, the Supreme Court of Alberta shall hear and determine the matter and may approve the amalgamation agreement as presented or may approve it 10

subject to compliance with such terms and 'Conditions as it thinks fit, having regard to the rights and interests of all parties including the dissentient shareholders and creditors.

(10) The Superintendent after being satisfied that (

a) all appeals taken by any person who opposed the petition for the approving order have been con cluded and that the approving order has been upheld on the appeal, or (

b) the time for commencing an appeal from the approving order has expired without an appeal having been commenced, or (

c) all persons having a right to appeal from the approving order have indicated to him in writing their intention not to appeal, shall make a report to that effect to the Minister.

(11) After the Minister (

a) has received the Superintendent's report, and (

b) has been satisfied that the proposed amalgamated insurer will have the amount of paid up capital and unimpaired surplus as set forth on the cer tificate issued under subsection (4), the Lieutenant Governor in Council, on the recommenda tion of the Minister, may make an order for the amalgama tion of the amalgamating insurers, the body of which shall be in the form prescribed in

Schedule B.

(12) An 'Order made under subsection (11) shall be deemed to be the Act of incorporation of the amalgamated insurer.

(13) The Regulations Act applies to an order of the Lieutenant Governor in Council under subsection (11).

(14) On and from the effective date of the order of the Lieutenant Governor in Council under subsection (1~': (

a) the amalgamating insurers are amalgamated and continued as one insurer, (

b) the amalgamated insurer possesses all the property, rights and privileges and is subject to all the liabili ties, contracts and debts of each of the amalgam ating insurers, (

c) the special Act or Acts which incorporated the amalgamating insurers cease to be in force, (

d) any licences issued under this Act to the amalgam ating insurers shaH be deemed to be licences issued to the amalgamated insurer, and (

e) the by-laws of the amalgamated insurer shall be the by-laws provided for in the amalgamation agreement or the by-laws of an amalgamating in surer adopted by the amalgamation agreement, as the case may be. 11

(15) On and from the effective date of the order of the Lieutenant G'Overnor in Council under subsection (11) (

a) where an amalgamating insurer is referred to in a document registered, filed, lodged or deposited by or with a registrar and being uncanc,elled or undischarged as of the effective date of the order, the document shall thereafter be dealt with by the registrar as though the document named the amal gamated insurer instead of the amalgamating in surer, without the necessity of filing a copy of the order 'Or any other document, or of making any entry in the registrar's records or of paying any fee to the registrar, (

b) an instrument naming or appointing an amalgamat ing insurer in any capacity shall be read, construed and enforced as if the amalgamated insurer was so named or appointed therein, and the amalgam ated insurer has, in respect of the instrument, the same rights, obligations and status as the amal gam'ating insurer had, and (

c) all trusts of every kind and description, including incomplete 'Or inchoate trusts, and every duty as sumed by or binding upon each of the amalgam ating insurers are vested in and bind and may be enforced against the amalgamated insurer as fully and effectively as if it had been originally named or appointed in the instrument creating the trust or duty.

(16) In subsection (15), (a) "instrument" includes (

i) an agreement, transfer, assignment, mortgage, poHcy, encumbrance, chairge or certificate of title, or certificate of registration, Oi) a judgment, 'Order, direction or appointment of any court, judge or other constituted auth ority, (iii) any pleading, notice or document in an action or other proceeding in a court, (iv) any document registered, filed, lodged 'Or de posited by or with a registrar, (

v) any will, codicil or other document having effect on the death of any person, and (vi) a settlement, trust deed or any other document creating a trust, and (b) "registrar" means the Registrar of Titles under The Land Titles Act, the registrar of the Central Registry, the registration clerk of the Motor Vehicle Branch of the Department of Highways and Trans port, a mining recorder, a Minister of the Crown, 12

the Superintendent, a clerk of the court or the chief officer 'Of any registry established by or pursuant to

an Act of the Legislature.

Section 518 is amended by striking out the word "amalgamation," . 21

Section .519 is amended by striking out the words "an amallgamation, transfer" and by substituting therefor the words "a transfer".

Section 520 is amended (

a) by striking out the words "When the application is made" and by substituting therefor the words "Where an application is made under

section 518", and (

b) by striking out the word "amalgamation," where ver it occurs.

Section 521 i8 struck out and the following is sub stituted therefor: 521. Before (

a) the Lieutenant Governor in Council makes an order for an amalgamation pursuant to

section 517.1, subsection (11), or (

b) the Minister sanctions the (

i) transfer of an insurer's contracts of insurance to another insurer, or (ii) reinsurance of an insurer's contracts of insur ance with another insurer, or (iii) the transfer of an insurer's property, business and assets or any of them in whole or in part to another insurer, the Minister may direct the Superintendent to examine into and report to him with reference to the general affairs of the interested insurers, and the certificate of the Super intendent approved of by the Minister is conclusive as to the expenses to be paid by the insurers in respect thereof.

Section 522 is struck out and the. following is sub stituted therefor: 522. No insurer shall be permitted to (

a) transfer its contracts of insurance to or reinsure them with any other insurer, or (

b) transfer its property, business and assets or any of them, in whole or in part to any other insurer, unless the paid up capital and the unimpaired surplus of the proposed continuing insurer after the transfer, rein- 13

20. Deletes reference to amalgamation. 21. Deletes reference to amalgamation. 22. Deletes reference to amalgamation.

Section 521 presently reads: 521. Before the amalgamation, transfer, reinsurance or purchase is sanctioned by the Minister, he may instruct the Superintendent to ex amine into and report to him with reference to the general affairs of the interested insurers, and the certificate of the Superintendent ap proved of by the Minister is conclusive as to the expenses to be paid by the insurers in respect thereof.

Section 522 presently reads: 522. No insurer shall be permiHed to amalgamate its busines,s with, transfer its' business to, reinsure its business in, or purchase and take over the business and property, or any portion thereof, of, 'any other insurer if the capital of the combined insurers after the amalgamation or of the continuing insurer after the transfer, reinsurance or purchase will be impaired. 13

surance or purchase will be in amounts which are approved by the Minister.

Section 523 is struck out and the following is sub stituted therefor: 523. No insurer shall (

a) transfer its contracts of insurance to or reinsure them with any other insurer, or (

b) transfer its property, business and assets or any 'Of them, in whole or in part to any other insurer, unless the transfer, reinsuranoe 'Or pur-chase is sanctioned by the Minister in accordance with the provisions of this Act. 26. The following

Schedule is added after

Schedule A:

SCHEDULE B (Section 517.1) ORDER AMALGAMATING PROVINCIAL INSURANCE COMPANIES 1. This 'Order may be cited as "The (name of amalgam ated company) Amalgamation Order". 2. (Names of amalgamating insurers) are hereby amal gamated and continued as one company with the name "(name of amalgamated insurers)", hereinafter called "the company". 3. The capital stock 'Of the c'Ompany shall be $. . , divided int'O ................ shares 'Of $. each. 4. The paid up capital of the company shall be not less than $. and the unimpaired surplus shall be not less than $. 5.

The head office of the company shall be in the . . . . . . . . . . . . 'Of . . . . . . . . . . . . in the Province 'Of Alberta. 6. The company has all the powers, privileges and im munities conferred by, and is subject to the limitations and provisions of The Alberta Insurance Act. 7. The c'Ompany is hereby emp'Owered to: (set forth the objects of the company). 8. This order comes into force 'On the day of .................. , 19 ...... . 27.

(1) This Act, except

section 7, comes into force. on the day upon which it is assented to.

(2) Section 7 comes into force on a date or dates to be fixed by Proclamation. 14

Section 523 presently reads: 523. No insurer shall amalg'amate with another insurer, 01' transfer its business {o, reinsure its business in, or purchase and take over the busi ness and property, or any part thereof, of, another insurer unless the amalgamation, transfer, reinsurance or purchase is sanctioned by the Minister in accordance with the provi,sions of this Act. 26. Form of order to be used in connection with an amalgama tion under

section 517.1. 14 Title: 1973 (17th, 2nd) Bill 87, The Alberta Insurance Amendment Act, 1973

Document details

Collection	Alberta — Bills
Citation	L17 S2 5221
Type	bill
Volume / chapter	L17 S2 5221
Language	en
Format	json
Source	PROVINCIAL
Identifier	1f2ecc86f911b78883c315487749339f238d7511

Source file is stored in the law ingest library (json).