Bill 78 (Legislature 10, Session 5)

L10 S5 7325

Alberta — Bills

Bill No. 78 of 1948. A BILL RESPECTING THE LIF,E INSURANCE COMPANY OF ALBERTA' NOTE. This Bill introdu~es a new A·ct . . The Bili. Cbn:s~itutes The Life Insu~ance Company of Alberta WhICh wIll take over: all the bUSIness and undertak ing of the Life Branch of the Alberta Government Insurance Office. The Lieutenant Governor in Council is empowered to appoint a Board of five directors which will .operate the Company for two years. At the end of that time, the policy holders may elect two directors.

The Company will then be administered by a Board of seven directors five of whom are appointed and two of whom are elected' by the policy holders. One policy-holders' director will be elected at each annual general meeting for a two-year term. The sum of five hundred thousand dollars is advanced by the Province to the Company on terms and conditions to be fixed by the Lieutenant Governor in Council. The business and undertaking of the Life Branch of the Alberta Government Insurance Office are vested in the Company on a date to be fixed by the Lieutenant Governor in Council.

The Company will take over all assets, liabil ities, contracts, agencies, offices and staff of the said Alberta Government Insurance Office. The Province guarantees the payment by the Company of all policies issued by the Alberta Government Insurance Office which are transferred to the Company by this Act. The Company, after providing for payment of its debts and establishing adequate reserves, may pay dividends to its policy-holders. The Company is authorized to establish its own con tributory pension scheme for its employees or to come under the provisions of The Public Service Pension Act.

In the event that the Government decides to discontinue its participation in the business and. undertakin~. of the Com'pany, it may do so in accordance WIth the ~rovlslon~ s~t out in

section 26. The Lieutenant Governor In CounCIl IS empowered to require repayment of all advances or to re quire assurances regarding reP!L:rment of such .advances. He is also required to make prOVISIon for the electIOn by the policy-holders of policy-holders' directors to replace the ap-

ii pointed directors and to make provision for any other matter or thing necessary to provide for the continued operation of the Company by the policy-holders. Upon a date to be fixed by the Lieutenant Governor in Council the policy holders' directors assume full control and the Province would thereupon cease to participate in the business of the Company. W. S. GRAY, Legislative Counsel. (This. note does not form any part of the Bill but is offered in explanation of its provisions.)

BILL Bill No. 78 of 1948. An ~ct respecting The Life Insurance Company of AIl;>erta. (Assented to , 1948.) HIS MAJ~ST~, by and with the advice and consent of the LegIslatIve Assembly of the Province of Alberta, enacts as follows:

SHORT TITLE. 1. This Act may be cited as liThe Life Insurance Com pany of Albe1"ta Act".

INTERPRETATION . . 2. In this Act, unless the context otherwise requires,- : (a) "Appointed director" means a director appointed by the Lieutenant Governor in Council purs'uant to this Act; (b) "Board" means the Board of Directors of-The Life Insurance Company of Alberta provided for by this Act; (0) "Company" means The Life Insurance Company of Alberta constituted by this Act; (d) "Policy-holders' director" means a director elected by the policy-holders as provided for in this Act. CONSTITUTION AND POWERS. 3.~

(1) There is hereby constituted a corporation under the name and style of "The Life Insurance Company of Alberta" which shall have perpetual suc·cession and a com mon seal.'

(2) The Company shall not be deemed to be an agency or emanation of the Crown, and it shall not be entitled to the privileges or immunities of the Grown, and it may sue and be sued in all courts in the same manner as any other .company.

(3) The head office of the Company shall be at the City of Edmonton, in the Province of Alberta. 4. The Company is hereby empowered,- (

a) to engage in and carry on the business of life i~sur ance and reinsurance in all its branches, that IS to

(b) 2 say it may make contracts of life insurance and may gra~t, sell or purchase life annu~ties, grant endow ments depending upon theconbngency of human life, and generally ,carryon the business of life in surance in all its branches and forms and to do all acts and things which are requisite for the purpose of engaging in or carrying on any such business or are incidental thereto; to engage in and carryon the business of accident and sickness insurance and reinsurance in all its branches, that is to say, the business of insuring and reinsudng ag~inst any or all contingencies arising o\1tof a,ccidents or sickness and generally to carry on the business of accident and sickness insurance in all its branches and forms and to do all acts and things which are requisite for the purpose of en gaging in or ,carrying on any such business or are incidental thereto.

ORGANIZATION AND ADMINISTRATION. 5.-

(1) The business of the Company shall be adminis tered ~y a Board of Directors. (2)" The Board may exercise all the powers of the Cpmpany. . , 6.-

(1) The Lieutenant Governor in Coun~il may ap poipt" a Board of not more than five persons as directors of the Company, one of whom may be appointed as President of the Board . .. , (2} 'The directors so appointed shall hold office during the pleasure of the Lieutenant Governor in Council. ! "

(3) At the second ,annual general meeting of the Com pany which shall be held within two years of the first ap pointment of directors., the directors shall,- (

a) provide for the election by the policy-hold.ers of two pQHcY-4olders as policy-holders' directors, one· of ,W~Oln' shall 'hold office for one year, and one of ',.w.hom sl?-all hold office for two years; , (

b) lay before the Company a profit and loss account, b;;~.lan,c~ sheet, and other material required pursuant to

sectIon 14. ':'T.~(

l) From and after the second annual general irieeting~the Board' shall consist of not more than seven directors.

(2) The directors maybe qf two classes, namely, appoint; ed dIrectors and policy-holders' directors. 8.-

(1) The Lieutenant Governor in Council may appoint nQt·~more than five ~ppointed directors who shall hold office dunng:,·th€ ,pleasure of the Lieutenant Governor in Council.

(2) The poHcy-holders may elect two policy-holders' as policy-holders' dire,ctors.

(3) One policy-holders' director shall be elected 'eich year at the annual general meeting of the ·Company·.and each policy-holders' director so elected shaiI hold':;offi~e .. for two years . . 9.-(1). The Lie~lten3:nt Gov~rnor ir: Council may. Irpm tIme to tIme apPOInt an appOInted dIrector 01' ~i' 'policy holders' director as President of the Board.

(2) Any direct-or may be re-elected or reap,poihte&

(3) No person who is an employee of the GompallY,. other than the General Manager, may be appointed or elected or may hol~ office as a director . . 10.-

(1) Every Person whose life is insur.ed 'by ~the .. Company under a participating p·olicy or policies for. two thousand dollars or more upon which no premi,ums are du.e, shall be a member of the Company and shall be entitled to notice of and to .attend and vote at all general meetings of the Company and to nominate and vote for pollcy-holderos' directors. . .. ,. ' .. ,.

(2) Every person whose life is insured under a. : par ticipating policy or policies of the Company for four thous and dollars or more upon which no p'remiums are' du~'::.,a,iiQ who has paid premiums on the policy or policies for at least three full years, shall be eligible for election, as a p;c;>licy holders' dire,ctor. 11.-

(1) The election of directors shall be by ballot.

(2) At all meetings of directors for the tra~s,action of business a maj ority of the Board shall be a quorum.

(3) The Company shall have a fixed time in each year for its annual meeting and due notice of the sa~e shall be given at least fifteen days before in two or more daily newspapers published in the City of Edmonton, and the time shall also be printed in prominent type on each renewal receipt issued by the Company. .

(4) Every proxy representing a policy~holder m.ust be himself a policy-holder and entitled to vote,' and an Instru ment of proxy shall not be valid unless executed within three months of the date of the meeting at which it is to be used, and unless filed with the secretary of the Company at Jeast tEm days before the meeting, and shall be used only at the meeting or any adjournmeI:lt thereof and may be tevQ'kep at any time prior to the meeting. (5) . Vacancies occurring in the Board may be filled .in the ,case of an appointed director, by app.ointment made·:.bY .the ·Lieutenant Governor in Council, and In the case of a· po-hey holders' director, either by appointment made byJn-eBQard

4 if the unexpired term is one year, or less, or by election by the policy-holders at the next annual general meeting if the unexpired term is greater than one year. ,",

(6) If at any time the appointment or election .of direct ors is. not made, or does not take effect at the proper time, such a'Ppointment or election may take place at any general meeting of the Company duly called for that purpose, and the retiring directors shall continue in office until their succes 'sors are appointed or elected. 12.-

(1) The Company shall at each annual general meet ing appoint an auditor or auditors to hold office until the next annual general meeting . .

(2) If an appointment of an auditor or auditors is not made at an annual general meeting or the annual general meeting is no~ held, a judge of the Supreme Court mayan the application of the General Manager or of any director or of any policy-holder appoint an auditor or auditors' for the current year. 13~-

(1) The company shall at each annual general meeting appoint a solicitor or solicitors to a'ct for the Com pany until the next annual general meeting. '. (2), If an appointment of a solicitor or soli~itors is not made at an annual general meeting, the directors may 'appoint a solicitor or solicitors for the eurrent year. 14. At every annual general meeting, after the second annual general meeting, the Board shall lay before the Company,- (

a) a profit and loss account for the period since .. the preceding account made up to a date not more than four months 'prior to the annual general meeting; (

b) a balance sheet signed on behalf of the Board by two directors; (

c) a report by the Board as to the state of the Com pany' s affairs; (

d) the report of the auditors; (

e) such further information regarding, the Company's financial position as the Lieutenant Governor in Council may require. POWERS OF THE BOARD. ,15. The Board may make or ,cause to be made for the Company any description of <contract which the Company may by law enter into . . :16.-

(1) T~e Board shall appoint a General Manager who shall be th~chlef executive officer of the Company, and who shall exerCIse such powers and perform such duties as the Board may direct from time to time.

(2) The General Manager may be a director. 17.-

(1) The Board may,- (

a) sell, improve, manage, develop, exchange, lease dis 'pose of, turn to aecount, or otherwise deal with all or any part of the property and rights of the Com pany; (

b) invest and deal with the moneys of the Company not immediately required in such manner as may from time to time be det~rmined.

(2) The.Board may make by-laws relating to,- (

a) the appointment, functions, duties and removal· of all actuaries, medical referees, officers, employees, agents or servants of the Company, the security to be given by them to the Company and the re muneration they shall re~eive; (

b) the time and pla·ce for the holding. of the annual general meeting of the Company, the ealling of meetings, regular and special, of the directors and of the Company, the requirements as to proxies and the procedure in all things at general meetings and directors' meetings; (

c) the declaration and payment of dividends to policy holders; (

d) the ,conduct of the business of the Company; (

e) the disposition of all moneys received in respect of . the business of the Company, the institutio,ns in whieh the same shall be deposited, the manner in which the accounts for such deposits shall. be kept and managed, and the manner in which withdrawals shall be made from such accounts; , (/) the establishment of one or more reserve funds and the control, management, investment and disposi tion of any such funds, and the purposes for which payments may be made out of any such funds; (

g) the management and administration of the Com pany's property; (

h) the investments of the Company; (

i) the determination of the premium rates and the matters to be taken into consideration in determin ing such rates either gen'erally or in respect of any specified ,class of risk or any specified risk or risks;

U) the maximum amount for which a contract of in surance may be issued, either generally or in respect of any specified class of risk or any specified :risk or risks; (

k) the reinsurance of any risks in respect of which any contract of insurance has been entered into by the Company; (

l) the forms of policies or cont-racts to be used in insur ing any risk;

6 em) such other matters and things as may appear to the Board to be requisite or proper for the conduct or regulation of any of the business or affairs of the Company. [;, ;;l8.-

(1) The directors may from time to time repeal, amend or re-enact any by-law.

(2) Every by-law and every repeal, amendment or re .ena'ctment of every by-law, unless in the meantime con firmed at a general meeting of the Company duly called for that purpose, shall only have force until the next annual general meeting of the Company, and in default of' con- ''firmation thereat shall from the time of such default cease ,tOe'have any force or effect. GENERAL. 19.

The Provincial Treasurer is authorized to advance to "th¢'.Companyout of the General Revenue Fund the sum of 'ave hundred thousand dollars on such terms and conditions 'aK to repayment or otherwise as may be determined by the "'Lieutenant Governor in Council. 20.

Upon a date to be fixed by the Lieutenant Governor in Council there shall be vested in the Company the entire business and undertaking of the Life Branch of the Alberta 'Government Insurance Office, and the Company shall there (:Opbn take over and assume all the assets, liabilities, con rtra!0ts,agencies, office premises, staff and property of what ,':ooever nature of the said Life Branch. 21.

The Province hereby guarantees the payment by the "Company of all moneys due or aceruing, due under any policy, of insurance issued by the Alberta Government In ,:s,l1ra:nce Office which is transferred to the Company by this Act. 22.-

(1) The directors shall, out of the profits of the Company,- (

a) pay 'all instalments of prineipal and interest owing to the Province in respect of the moneys advanced to the Company pursuant to

section 19 ; (

b) set aside sueh sums as they think proper as a re serve or reserves for meeting contingencies, equal izing dividends or for any other purposes. (,2) The Board may, out of the profits of the Company reIl1aining after the provision has been made for reserves and ';for the payment of all'instalments of principal and in terest due' and 'owing to the Province from time to time, declare, and pay to the participating policy-holders such dividends' as -appear to the Board to be justifi~d by the profits of the Company.

7 ,·'23. ,The Company shall maintain separateahd distinct a~c.otints, funds and securities in respect of its life insura·nce' b\1siness and sU?h funds and se,curities shall be availablebtlly for the protectIon of the holders of·· its 'policies of life i-n~ sur.ance, ~~d shall not be liable for . the payment of· any claIms arIsIng from any ,other class or -classes of business which the Company transacts. ~~ The provisions of The Alberta Insurance Act suaH apply to the Company ex'cept where the same are varied"by or are inconsistent with the provisions of this Act, or where the Lieuten~nt Governor in Council by order has exempted the Company from compliance with any designated pro- vision of that Act. . 25.-

(1) The Company may establish a ,contributory pension scheme for its employees in which ,case the amounts of the statutory deductions and statutory contributions paid jnto the Pension Fund or the Superannuation Fund under The Public Service Pension Act or The S1,~perannuation Act in respect of those employees of the Alberta Government In surance Office who are transferred to the Company shall be transferred to the Company pension fund and credited to the said employees so transferred.

(2) The Company in lieu of establishing a contributory pension scheme and subject to such modifications and ex ceptions and upon such terms and conditions as may be ordered by the Lieutenant Governor in Council, may have the provisions of The Public Service Pension Act applied to the General Manager and to all other employees of the Company. 26.-

(1) In the event that the Government decides to dis,continue its participation in the business and undertaking of the Company, it may do so in accordance with the pro visions of subsection (2).

(2) In such case, the Lieutenant Governor in Council shall,- (

a) require the repayment of all moneys advanced to the Company by the Province or require such as surances undertakings or security from the Com pany for'the repayment of the said moneys on such terms and conditions as may be approved by the Lieutenant Governor in Council; and (

b) make provision for t.he election, b~ the participating policy-holders of pohcy-holders dIrectors to replace the appointed directors; and (

c) make provision for t~e doing o~ al!y other mat~er. or thing necessary, adVIsable or 11lCldental to pIovide for the continued operation of the Company by the participating policy-holders. and to vest ~ull owne! ship and ,control of the SaId Company In the saId participating policy-holders;

8 and UPOll such date as may be fixed by the Lieutenant Governor in Council; the policy-holders' directors slullI as sume full control of the Company and its operation, and the Province shall thereupon cease to participate in the business and undertaking of the Company. 27. For the purpose of carrying out the provisions of this Act according to their true intent and of supplying any defiCiency therein, the Lieutenant Governor in Council may from time to time make such regulations not inconsistent with this Act as he may deem necessary. 28. This Act shall come into force on the day upon which it is assented to.

FIFTH SESSION TENTH LEGISLATURE 12 GEORGE VI 1948 BILL

An Act respecting The Life Insurance Company of Alberta. Received and read the First time ....................................... . Second time .................................... . Third time ...................................... .. HON. MR. HOOKE. Title: 1948 (10th, 5th) Bill 78,

An Act respecting The Life Insurance Company of Alberta

Document details

Collection	Alberta — Bills
Citation	L10 S5 7325
Type	bill
Volume / chapter	L10 S5 7325
Language	en
Format	json
Source	PROVINCIAL
Identifier	bbec7a71c11f9be507ca4e3d98ac8e651956f525

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