BILL 13

An Act to Amend An Act Respecting Acadia Life

WHEREAS Acadia Life wishes to convert from a mutual insurance company without share capital to a life insurance corporation with share capital;

AND WHEREAS Acadia Life prays that it be enacted as hereinafter set forth;

THEREFORE, HER MAJESTY, by and with the advice and consent of the Legislative Assembly of New Brunswick, enacts as follows:

1Section 5 of An Act Respecting Acadia Life, chapter 67 of the Statutes of New Brunswick, 1989, as amended by chapter 91 of the Statutes of New Brunswick, 1996, is repealed and the following is substituted:

5(1)The Corporation shall be a mutual insurance corporation without share capital until a proposal for the conversion of the Corporation into a corporation with share capital has come into force under subsection (5).

5(2)The Lieutenant-Governor in Council may, upon such terms and conditions as the Superintendent of Insurance recommends, approve a proposal for the conversion of the Corporation into a corporation with share capital.

5(3) A proposal for conversion of the Corporation to a corporation with share capital shall include the following:

(a)the number of shares and the total value of the consideration for which such shares are to be issued;

(b)where the shares are to be of more than one class, the rights, preferences, restrictions, conditions and limitations attaching to each class of shares;

(c)if the right to transfer shares of the Corporation is to be restricted, a statement that the right to transfer shares is restricted and the nature of the restrictions;

(d)if the right to hold shares of the Corporation is to be restricted, a statement that the right to hold shares is restricted and the nature of the restrictions;

(e)a statement describing the number and class of shares to be issued to members pursuant to the conversion;

(f)a description of the method used to apportion the shares referred to in paragraph (e) among the members;

(g)a description of the extent, if any, to which credit unions that are members of La Fédération des Caisses Populaires Acadiennes Limitée and the co-operative associations that are members of Le Conseil Acadien de la Coopération Limitée will participate, directly or through other entities, in the business and affairs of the Corporation, with particular reference to

(i)ownership of shares,

(ii)representation at meetings of directors and shareholders,

(iii)contribution to and reimbursement of reserves, and

(iv)contracts for insurance;

(h)a certified copy of the resolution of the Board of Directors approving the proposal;

(i)a certified copy of the notice of the special meeting of members called to approve the proposal together with the information provided to members describing the proposal;

(j)a certified copy of the resolution of the members approving the proposal;

(k)such accounting, actuarial and other information as the Superintendent of Insurance may require; and

(l)such additional provisions as the Superintendent of Insurance may approve.

5(4)The proposal for conversion of the Corporation to a corporation with share capital, together with any amendments to it that are made by the Lieutenant-Governor in Council on the recommendation of the Superintendent of Insurance, shall come into force on the date fixed by the Lieutenant-Governor in Council.

5(5)On the effective date of the proposal,

(a)the Corporation shall become an insurance corporation with share capital in accordance with the terms of the proposal;

(b)sections 9, 10, 11, 12, 13, 14 and 15 of this Act are of no further application, and any reference elsewhere in this Act to "members'' shall be taken to be a reference to "shareholders''; and

(c)notwithstanding the provisions of the Credit Unions Act and the Co-operative Associations Act, the credit unions that are members of La Fédération des Caisses Populaires Acadiennes Limitée and the co-operative associations that are members of Le Conseil Acadien de la Coopération Limitée are authorized and empowered to participate in the Corporation to the extent and in the manner set out in the proposal.

2Section 8 of the Act is repealed and the following is substituted:

8(1)The corporate powers of the Corporation shall be exercised by a Board of Directors composed of such number of directors, not less than 5 and not more than 15 persons, as is established by by-law.

8(2)A majority of the Board of Directors shall constitute a quorum.

8(3)The directors shall be elected by the members in such manner and for such term, not exceeding three years, as is specified by by-law.


Last Modified: 10:08am , December 03, 1997