1990 BILL PR4 Second Session, 22nd Legislature, 39 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL PR4 CANADA WEST INSURANCE COMPANY AMENDMENT ACT, 1990 MR. MITCHELL First Reading Second Reading Committee of the Whole Third Reading Royal Assent

Bill Pr4 Mr. Mitchell BILL PR4 1990 CANADA WEST INSURANCE COMPANY AMENDMENT ACT, 1990 (Assented to , 1990)

WHEREAS the Canada West Insurance company was duly incorporated by ^n Act to Incorporate The Canada West Insurance Company, being

chapter 79 of the Statutes of Alberta, 1946, which was amended by

chapter 81 of the Statutes of Alberta, 1974 and

chapter 93 of the Statutes of Alberta, 1975(2); AND

WHEREAS Canada West Insurance Company has presented a Petition praying that the Act be further amended as hereinafter set forth and it is expedient to grant the prayer of the Petition: THEREFORE Her Majesty, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as foUows: 1

An Act to Incorporate the Canada West Insurance Company, is amended by this Act 2

Section 3(1) is repealed and the following is substituted: 3(1) The capital stock of the company shaU be no less than $2 000 000.

Explanatory Notes This BiU wUl amend

chapter 79 of the Statutes of Alberta 1974. 2 This

section removes the upper Umit on capital.

Section 3 presently reads: 3(1) The capitcU stock of the company shall be two million dollars which may be increased to five million dollars.

(2) Subject to subsections (4) and (5), the directors of the company may make by-laws for creating cmd issuing any part of the capital stock of the company as preferred shares.

(3) A by-law under this

section may specify that the shares may be preferred in any respect and deferred in any other respect and, without limiting the generality of the foregoing, may specify that the shares may be either preferred or deferred in matters of the division of profits.

Section 8 is repealed and the following is substituted: 8 The Business Corporations Act appUes to the company except insofar as it is inconsistent with the provisions of the Insurance Act or this Act.

payment of dividends and bonuses or rank in winding-up proceedings.

(4) A by-law under this

section is invalid unless (

a) it is approved by a vote of the shareholders at a special general meeting called for that purpose and the shares voted in favour of the approval represent at least two-thirds of the subscribed and issued capital stock of the company held by those shareholders entitled to vote on the question of the approval at the time the vote is taken, and (

b) it is afterwards approved by the Lieutenant Govemor in Council.

(5) No by-law may be made under this

section to authorize the creation and issue of cmy preferred shares that are subject to redemption by or purchase for cancellation by the company of all or part of those shares (

a) except for the purpose of exchcmging or converting the preferred shares for or into common shares of the company, or (

b) except with the approval of the Superintendent and then only upon the conditions prescribed by the Superintendent.

(6) For greater certainty.

Section 174 o/The Alberta Insurance Act shall not apply to prevent the distribution of assets of the company to its shareholders in consequence of the redemption or purchase for cancellation of cmy shares created and issued pursuant to a by-law made under this section.

(7) Nothing in this

section shaU be construed to prevent the Lieutenant Govemor in CouncU from refusing to approve a by-law under this section. 3 This

section changes references from the Companies Act to equivalent sections of the Business Corporations Act.

Section 8 presently reads: Sections 40, 41, 58 to 62 inclusive, and sections 83, 84, 85 and 86, of The Companies Act, and all amendments and alterations thereof shall be and the same are hereby incorporated with and shad be deemed a part of this Act and shaU apply to the said company, excepting so far as the same may be inconsistent with the express enactments hereof and the egression "this Act" when used herein shall be understood to include the sections of the said The Companies Act as aforesaid. Title: 1990 (22nd 2nd) Bill Pr4, Canada West Insurance Company Amendment Act, 1990