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| This Act is current to August 26, 2025 |
[Prepared for convenience by the Office of Legislative Counsel. Note: This Act has not been revised as part of the Revised Statutes 1996. References in this Act to other Acts may be references to earlier Revised Statutes or to Acts not consolidated in a general revision of statutes, depending on when the provision of this Act containing the reference was enacted or amended.]
Assented to October 17, 1953
WHEREAS a petition has been presented praying for an Act to incorporate a company with the rights, powers, and privileges hereinafter set forth, and it is expedient to grant the prayer of the said petition:
THEREFORE, HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:—
1 This Act may be cited as the "Seaboard Assurance Company Act, 1953."
1953(2nd Sess.)-46-1.
2 Thomas Horace Plimley, executive; Constance Mary Suzette Plimley, secretary; Sidney Leonard Hole, insurance underwriter; and Samuel Philip Golumbia, chartered accountant, all of the City of Vancouver, in the Province of British Columbia, together with such other persons as shall hereafter become shareholders therein, are constituted a body politic and corporate under the name of "Seaboard Life Insurance Company" (hereinafter called the "Company").
1953(2nd Sess.)-46-2; 1961-70-2.
3 The Company shall have perpetual succession and a common seal.
1953(2nd Sess.)-46-3.
4 The liability of the shareholders shall be limited to the amount (if any) unpaid on the shares respectively held by them.
1953(2nd Sess.)-46-4.
5 The registered office of the Company shall be in such place in the Province of British Columbia as the directors may from time to time determine, and the Company may establish branch offices and agencies at any place within or without the Province.
1953(2nd Sess.)-46-5.
6 The capital of the Company shall be Two Million Five Hundred Thousand (2 500 000) common shares with a par value of Two Dollars ($2.00) each; provided that the Company, by amendment to its by-laws, may, subject to the provisions of sections 6E and 17B hereof, increase or decrease its capital from time to time.
1982-65-2.
6A Each shareholder shall forthwith surrender to the Company his share certificate and shall receive a certificate for ten shares in the capital stock of the Company of the par value of ten dollars in lieu of each share surrendered of the par value of one hundred dollars. The amount treated as paid up on each new share issued in exchange shall be one-tenth of the amount paid up or treated as paid up in respect of the share surrendered.
1961-70-4.
6B Each shareholder shall forthwith surrender to the Company his share certificate and shall receive a certificate for two shares of the capital stock of the Company of the par value of five dollars ($5) in lieu of each share surrendered of the par value of ten dollars ($10). The amount treated as paid up on each new share issued in exchange shall be one-half of the amount paid up or treated as paid up in respect of the shares surrendered.
1966-66-3.
6C Each shareholder shall forthwith surrender to the Company his share certificate and shall receive a certificate for a share of the capital stock of the Company of the par value of Two ($2.00) Dollars in lieu of each share surrendered of the par value of Five ($5.00) Dollars. The amount treated as paid-up on each new share issued in exchange, shall be two-fifths (2/5) of the amount paid up or treated as paid up in respect of the shares surrendered.
1971-71-3.
6D The One Million, Two Hundred Ninety-five Thousand, Five Hundred and Seventy-four ($1,295,574.00) Dollars written off from the paid-up capital of the Company as a result of the adopting of a resolution of shareholders with respect to the reduction of the par value of the issued and outstanding shares of the Company from the par value of Five ($5.00) Dollars each to Two ($2.00) Dollars each, shall be transferred to an appropriate account by the Company and sections 65 and 66 of the Companies Act shall apply with respect thereto as if the One Million, Two Hundred and Ninety-five Thousand, Five Hundred and Seventy-four ($1,295,574.00) Dollars so written off were paid-up capital of the company.
1971-71-4.
6E (1) Subject to the provisions of subsection (2) and section 17B hereof, the Company may, by amendment to its by-laws, provide for the issue of one or more additional classes of shares and for the issue of any class of shares in series.
(2) An amendment to the by-laws of the Company made under subsection (1) shall
(a) fix the par value of each class of shares to be issued pursuant to the amendment,
(b) designate the rights, privileges, preferences, restrictions and conditions attaching to each class of shares, and
(c) where the amendment provides for the issue of any class of shares in series, fix or authorize the directors to fix the number of shares in each series and designate or authorize the directors to designate the rights, privileges, restrictions and conditions attaching to the shares of each series.
(3) No special rights or restrictions attached to a series of shares shall confer on the series priority over another series of shares of the same class then outstanding in respect of
(b) a return of capital on a winding up, or
(c) on the occurrence of any other event as a result of which the holders of all series on the same class are then entitled to a return of capital.
1982-65-3.
6F (1) Subject to the provisions of subsections (2) and (3), the Company may, by resolution of its directors,
(a) redeem any of its issued shares that have a right of redemption attached to them, and
(b) purchase any of its shares.
(2) The Company shall not redeem, purchase or otherwise acquire any of its shares
(a) if, at the time of the proposed redemption, purchase or acquisition, the Company is insolvent or if the redemption, purchase or acquisition would render the Company insolvent, and
(b) unless the directors of the Company are satisfied that the proposed redemption, purchase or acquisition is consistent with the capital needs of the Company and the Superintendent of Insurance has approved of the proposed redemption, purchase or acquisition.
(3) Where a proposed purchase by the Company of its shares is not to be made through a stock exchange or where the Company proposes to redeem some, but not all, of its shares of a particular class or series, the offer to purchase or the redemption shall be made pro rata to or among every member who holds shares of the class or series to be purchased or redeemed.
(a) cancel a share that it has redeemed or purchased and reduce the number of issued shares accordingly if authorized by a resolution of the directors,
(b) reissue a share that it has redeemed or purchased and cancelled, and
(c) sell a share that it has redeemed or purchased but not cancelled.
(5) The Company may not vote or pay any dividend or other distribution in respect of a share led by it that it has redeemed or purchased but not cancelled.
1982-65-4.
6G consent by a separate resolution of the members of that class or series, as the case may be, requiring a majority of 3/4 of the votes cast.
(1) No right or special right attached to issued shares shall be prejudiced or interfered with under this Act or the by-laws of the Company unless
(a) if the right or special right prejudiced or interfered with is attached to a class of shares, members holding shares of that class, and
(b) if the right or special right prejudiced or interfered with is attached to a series of shares and the rights or special rights attached to that series are affected differently from those attached to another series of the same class, members holding shares of that series,
(2) No resolution to create, vary or abrogate any special right of conversion or exchange attaching to shares of the Company shall be submitted to a general meeting, or a class meeting, or a series meeting, unless the Superintendent of Insurance has first consented to the resolution.
1982-65-5.
6H The holders of
(a) not less than 10% of the shares of a class of shares of the Company, whose special rights or restrictions are affected by a special resolution abrogating or altering special rights or restrictions attaching to that class of shares, or approving of an arrangement, and who voted, in person or by proxy, against the resolution referred to in section 6G other than as a nominee for a person whose proxy required an affirmative vote, or
(b) not less than 10% of the shares of a series of shares of the Company, whose special rights or restrictions are affected differently from those attached to another series of the same class of shares by a special resolution abrogating or altering special rights or restrictions attaching to that series of shares, or approving of an arrangement, and who voted, in person or by proxy, against the resolution referred to in section 6G other than as a nominee for a person whose proxy required an affirmative vote
may, not more than 14 days after the passing of the resolution referred to in section 6G, apply to the court to set aside the resolution referred to in section 6G.
1982-65-6.
7 Not less than one hundred thousand dollars of the capital of the Company shall be paid up in cash before the Company commences business.
1953(2nd Sess.)-46-7.
8 The Company is empowered to carry on business as insurers against loss in respect of all or any of the following classes of insurance, namely:—
(c) Public-liability insurance:
(d) Theft and burglary insurance:
(f) Sickness and accident insurance:
(g) Sprinkler-leakage insurance:
(h) Hail, lightning, and wind-storm insurance:
(k) Inland-transportation insurance:
(o) Falling aircraft insurance:
(r) Impact by vehicles insurance:
(t) Personal property insurance:
1953(2nd Sess.)-46-8; 1961-70-5.
9 The Company may invest its funds in such investments as are from time to time authorized for the investment of funds of an insurance company.
1953(2nd Sess.)-46-9.
10 The Company may cause itself to be insured against any risk it has undertaken and against any loss or risk it may incur in the course of its business.
1953(2nd Sess.)-46-10.
11 The persons named in section 2 of this Act shall be the first directors of the Company, and thereafter the directors of the Company shall be such persons as who are from time to time elected at the first and succeeding annual meetings of the Company. The number of directors so to be elected shall be determined by its by-laws, and the Company shall have the power to increase or reduce the number of directors: Provided that the number of directors at any time shall not be less than three, one of whom shall be a policyholders' director who is entitled to meet with the shareholders' directors and who has a vote on all business matters. Every person who has contracted with the Company for a participating policy and who holds a participating policy of the Company for $4,000 or more of insurance, exclusive of bonus additions, upon which no premiums are due, and who has paid premiums on such policy for at least three full years, is eligible for election as a policyholders' director unless he is also a shareholder. The directors shall administer the affairs of the Company, subject to the provisions of this Act, and may from time to time make such rules and regulations as they shall see fit governing the holding of meetings of the Board and the method of conducting its affairs.
1953(2nd Sess.)-46-11; 1971-71-5.
11A (1) Every person who has contracted with the Company for a participating policy, and who holds such a policy upon which no premiums are due, shall be entitled to attend each annual general meeting of the Company and vote on the following matters:—
(ii) any resolution relating to the payment of any dividend to the holders of the participating policies of the company,
(iii) election of the policyholders' director.
(2) Each participating policyholder shall be entitled to cast one vote, in person or by proxy, for each participating policy held by him as at the record date established by the directors. In the case of joint participating policyholders, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of any other joint holder; and for this purpose seniority shall be determined by the order in which the names appear on the policy.
1971-71-6.
11B The Company shall advise each participating policyholder at least once in each year, by means of a statement printed in prominent type on a premium notice, premium receipt or dividend notice or otherwise, of his rights to attend and vote in person or by proxy at the annual general meeting of the Company to be held in such year and a blank form of proxy shall be sent with such notice to each participating policyholder.
1971-71-7.
12 The directors may be paid such remuneration for their services as directors as may be determined by resolution of a general meeting of the Company, and the manager, whether a director or not, and the other officers and employees of the Company may be paid such salary or remuneration as the directors may determine.
1953(2nd Sess.)-46-12.
13 Notwithstanding any other Act, no director shall be disqualified from holding office by reason that he holds any position of profit with the Company.
1953(2nd Sess.)-46-13.
14 The directors may forthwith procure subscriptions for stock and make calls on stock subscribed, receive payments thereon, and may generally do whatever is necessary to organize the Company.
1953(2nd Sess.)-46-14.
15 The directors shall appoint the officers of the Company subject to the provisions of the by-laws of the Company.
1953(2nd Sess.)-46-15.
16 The first general meeting of the Company shall be held not later than one year from the date on which this Act comes into force. At such meeting the members of the Company may appoint auditors, and shall pass by-laws not inconsistent with this Act for the management of its business, the issue and transfer of its shares, the establishment of its fiscal year, rules governing quorum and the use and form of proxies at general meetings of the Company, regulations relating to the tariff of rates and premiums, the terms and conditions of its insurance policies, the appointment and duties of the officers, servants, and agents of the Company, the calling and conduct of meetings of the Company, the establishment of branches, and generally all other necessary matters or things that they may deem expedient in conducting and managing the interests, business, and affairs of the Company. After the first general meeting a general meeting shall be held at least once in every calendar year and not more than fifteen months after the preceding annual meeting. The time and place of the annual general meeting of the Company shall be determined in the manner provided in its by-laws.
1953(2nd Sess.)-46-16.
17 The by-laws of the Company shall bind the Company and its members to the same extent as if they had been respectively signed and sealed by each member and by the Company and contained covenants on the part of each member, his heirs, administrators, executors, and assigns, to observe all the provisions of the by-laws subject to the provisions of this Act. The by-laws of the Company may be amended from time to time by the Company in general meeting by a two-thirds vote of those members of the Company represented in person or by proxy who are entitled to vote in the affairs of the Company.
1953(2nd Sess.)-46-17.
17B Notwithstanding any provisions of the by-laws of the Company,
(i) no alteration in the authorized capital of the Company shall be made,
(ii) no additional classes of shares, whether to be issued in series or not, shall be created by the Company,
(iii) no shares of the Company shall be issued for consideration other than cash, and
(iv) no application for letters patent or other instrument of continuation continuing the Company as if it had been incorporated under an Act of the Parliament of Canada shall be made
without the Company in general meeting having first given approval thereof by special resolution. For the purposes of this section only, "special resolution" means a resolution passed by a majority of not less than three-fourths of the votes cast by those members of the Company who, being entitled to do so, vote in person or by proxy at a general meeting of the Company of which not less than twenty-one days' notice specifying the intention to propose a resolution as a special resolution has been duly given.
1982-65-7.
18 Subject to the provisions of this Act and the provisions of the "Companies Act" hereinafter made applicable to this Company, the following provisions of the "Companies Clauses Act" shall be incorporated with this Act, namely, sections 2, 6 to 14 (inclusive), 22 to 36 (inclusive), 37 to 44 (inclusive), 55 and 56, 127 to 135 (inclusive), 145 to 154 (inclusive), 163 to 165 (inclusive), 167 to 169 (inclusive), and 171 to 176 (inclusive), and all other clauses and provisions of said "Companies Clauses Act" shall not apply: Provided that where there is any inconsistency or repugnancy between this Act and the "Companies Clauses Act," this Act shall govern to the extent of such inconsistency or repugnancy, and where there is any inconsistency or repugnancy between the provisions of the "Companies Clauses Act" and the "Companies Act," the provisions of the "Companies Act" shall to the extent of such inconsistency or repugnancy govern.
1953(2nd Sess.)-46-18.
19 The following clauses and provisions of the "Companies Act" shall be incorporated with this Act, save in so far as the provisions thereof are expressly varied or excepted by this Act or are inconsistent with or repugnant to this Act, in which case the provisions of this Act shall to the extent of such inconsistency or repugnancy govern, namely, sections 2, 7, 11 to 16 (inclusive), 22, 26, 78 to 85 (inclusive), 92 to 95 (inclusive), 97 to 99 (inclusive), 102, 103, 108 to 112 (inclusive), 122 to 125 (inclusive), 135 to 146 (inclusive), 150 to 152 (inclusive), 165 to 170 (inclusive), 214 to 240 (inclusive), and 256 to 266 (inclusive).
1953(2nd Sess.)-46-19.
20 Notwithstanding any of the provisions of this Act, this Act and the Company incorporated thereby shall be subject to all of the provisions of the "Insurance Act."
1953(2nd Sess.)-46-20.
21 (1) Subject to the provisions of section 17B hereof and if permitted by an Act of the Parliament of Canada, the Company may apply to the proper official for letters patent or other instrument of continuation continuing it as if it had been incorporated under such Act of the Parliament of Canada.
(2) This Act shall cease to apply to the Company on and after the date on which it is continued and registered under an Act of the Parliament of Canada and the Company shall promptly cause to be filed with the Registrar of Companies evidence of the continuation and registration signed or certified by the proper official under such Act of the Parliament of Canada.
1982-65-8.
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