(b) the Minister is of the opinion that the company is, or is about to be, in financial difficulty and that the exemption would help to facilitate an improvement in the financial condition of the company.
	216. The Act is amended by adding the following after section 237:
Effect of letters patent	237.1 Letters patent issued to effect a proposal to convert a company from a mutual company into a company with common shares become effective on the day stated in the letters patent, and on that day
	(a) the company ceases to be a mutual company; and
	(b) the policyholders of the company cease to have any rights with respect to the company as a mutual company or any interest in the company as a mutual company.
	217. (1) Paragraph 238(1)(j) of the Act is replaced by the following:
	(j) increase or decrease the number of directors, the minimum or maximum number of directors, the number of directors who are to be elected by the shareholders or the number of directors who are to be elected by the policyholders, subject to subsections 167(1) and 173(4) and (4.1) and section 176; or
	(2) Section 238 of the Act is amended by adding the following after subsection (2):
Right to vote	(2.1) The by-laws of a company may provide that each participating share, as defined in section 83.01, of a mutual company carries the right to vote on a proposed addition or amendment to the by-laws to do anything referred to in any of paragraphs (1)(a) to (h), (j) and (k). Where that right is provided for in the by-laws, each of those shares carries that right even if they do not otherwise carry the right to vote.
Separate vote	(2.2) The holders of shares who are entitled under subsection (2.1) to vote on a proposed addition or amendment referred to in that subsection are entitled to vote on it separately from policyholders.
	218. Section 245 of the Act is amended by adding the following after subsection (2):
Application to amalgamate societies	(3) On the joint application of two or more societies, the Minister may issue letters patent amalgamating and continuing the applicants as one society.
	219. (1) The portion of subsection 246(2) of the Act before paragraph (a) is replaced by the following:
Contents of agreement - company	(2) Every amalgamation agreement for an amalgamation to which subsection 245(1) or (2) applies shall set out the terms and means of effecting the amalgamation and, in particular,
	(2) Section 246 of the Act is amended by adding the following after subsection (2):
Contents of agreement - society	(2.1) Every amalgamation agreement for an amalgamation to which subsection 245(3) applies shall set out the terms and means of effecting the amalgamation and, in particular,
	(a) the name of the amalgamated society and the place in Canada where its head office is to be situated;
	(b) the name and place of ordinary residence of each proposed director of the amalgamated society;
	(c) the proposed by-laws of the amalgamated society;
	(d) details of any other matter necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated society; and
	(e) the proposed effective date of the amalgamation.
	220. Subsection 247(1) of the English version of the Act is replaced by the following:
Approval of agreement by Minister	247. (1) An amalgamation agreement shall be submitted to the Minister for approval. Any approval of the agreement under subsection 248(5) by the shareholders, policyholders or members of an applicant is invalid unless, before the date of the approval, the Minister approves the agreement in writing.
	221. (1) Subsection 248(1) of the Act is replaced by the following:
Approval by shareholders, policyholders and members	248. (1) The directors of each applicant shall submit an amalgamation agreement for approval
	(a) to a meeting of the shareholders and policyholders entitled to vote of the applicant company of which they are directors and to the holders of each class or series of shares;
	(b) to a meeting of the shareholders of the body corporate of which they are directors and to the holders of each class or series of shares; or
	(c) to a meeting of the members of the applicant society of which they are directors.
	(2) Subsections 248(5) and (6) of the Act are replaced by the following:
Special resolution	(5) Subject to subsections (3) and (4), an amalgamation agreement is approved when it has been approved by special resolution by
	(a) the shareholders and the policyholders who are entitled to vote of each applicant company;
	(b) the shareholders of each applicant body corporate; and
	(c) the members of each applicant society.
Termination	(6) An amalgamation agreement may provide that, at any time before the issue of letters patent of amalgamation, the agreement may be terminated by the directors of an applicant even though the agreement has been approved by the shareholders, policyholders or members of all or any of the applicant companies, bodies corporate or societies .
	222. (1) Subsection 250(1) of the Act is replaced by the following:
Joint application to Minister	250. (1) Subject to subsection (2), unless an amalgamation agreement is terminated in accordance with subsection 248(6), the applicants shall, within three months after the approval of the agreement in accordance with subsection 248(5) or the approval of the directors in accordance with subsection 249(1) or (2), jointly apply to the Minister for letters patent of amalgamation continuing the applicants as one company or society .
	(2) Subsection 250(3) of the Act is replaced by the following:
Application of sections 23 to 27	(3) Where two or more bodies corporate, none of which is a company or society , apply for letters patent under subsection (1), sections 23 to 27 apply in respect of the application with such modifications as the circumstances require.
	223. Subsection 251(1) of the Act is replaced by the following:
Issue of letters patent	251. (1) Where an application has been made to the Minister in accordance with section 250, the Minister may issue letters patent of amalgamation continuing the applicants as one company or society .
	224. (1) Paragraphs 252(1)(a) to (c) of the Act are replaced by the following:
	(a) the amalgamation of the applicants and their continuance as one company or society becomes effective;
	(b) the property of each applicant continues to be the property of the amalgamated company or society ;
	(c) the amalgamated company or society continues to be liable for the obligations of each applicant;
	(2) Paragraphs 252(1)(e) and (f) of the Act are replaced by the following:
	(e) any civil, criminal or administrative action or proceeding pending by or against an applicant may be continued to be prosecuted by or against the amalgamated company or society ;
	(f) any conviction against, or ruling, order or judgment in favour of or against, an applicant may be enforced by or against the amalgamated company or society ;
	(3) Paragraph 252(1)(h) of the Act is replaced by the following:
	(h) the letters patent of amalgamation are the incorporating instrument of the amalgamated company or society .
	225. (1) The portion of subsection 253(1) of the Act before paragraph (b) is replaced by the following:
Transitional	253. (1) Notwithstanding any other provision of this Act or the regulations, the Minister may, by order, on the recommendation of the Superintendent , grant to a company or society in respect of which letters patent were issued under subsection 251(1) permission to
	(a) engage in a business activity specified in the order that the company or society would not otherwise be permitted by this Act to engage in and that one or more of the amalgamating bodies corporate was engaging in at the time application for the letters patent was made;
	(2) Paragraph 253(1)(d) of the English version of the Act is replaced by the following:
	(d) hold assets that the company or society would not otherwise be permitted by this Act to hold, if the assets were held by one or more of the amalgamating bodies corporate at the time the application for the letters patent was made;
	(3) Paragraph 253(1)(e) of the Act is replaced by the following:
	(e) acquire and hold assets that the company or society would not otherwise be permitted by this Act to acquire or hold, if one or more of the amalgamating bodies corporate were obliged, at the time the application for the letters patent was made, to acquire those assets; and
	(4) Subsection 253(3) of the Act is replaced by the following:
Renewal	(3) Subject to subsection (4), the Minister, on the recommendation of the Superintendent , may by order renew a permission granted by order under subsection (1) with respect to any matter described in any of paragraphs (1)(b) to (e) for any further period or periods that the Minister considers necessary.
	(5) The portion of subsection 253(4) of the Act before paragraph (b) is replaced by the following:
Limitation	(4) The Minister shall not grant to a company or society any permission
	(a) with respect to matters described in paragraph (1)(b), that purports to be effective more than ten years after the date of the approval for the company or society to commence and carry on business, unless the Minister is satisfied on the basis of evidence on oath provided by an officer of the company or society that the company or society will not be able at law to redeem at the end of the ten years the outstanding debt obligations to which the permission relates; and
	226. (1) The portion of subsection 254(1) of the Act before paragraph (a) is replaced by the following:
Restricted transactions	254. (1) Except in accordance with this section, a company or society shall not
	(2) Paragraphs 254(1)(a) to (c) of the English version of the Act are replaced by the following:
	(a) transfer all or any portion of its policies or cause itself to be reinsured against all or any portion of the risks undertaken by it;
	(b) purchase or reinsure all or any portion of the policies of any body corporate; or
	(c) sell all or substantially all of its assets.
	(3) The portion of subsection 254(2) of the Act before paragraph (a) is replaced by the following:
Approval of the Minister	(2) A company or society may, with the approval of the Minister,
	(4) Paragraph 254(2)(a) of the French version of the Act is replaced by the following:
	a) transférer tout ou partie de ses polices à une société, société de secours ou société étrangère autorisée à faire des opérations dans les branches d'assurance en cause - ou à se réassurer auprès d'une telle société, société de secours ou société étrangère contre tout ou partie des risques qu'elle garantit;
	(5) Paragraph 254(2)(b) of the Act is replaced by the following:
	(a.1) cause itself to be reinsured, on an indemnity basis, against all or any portion of the risks undertaken by it by any body corporate incorporated under the laws of a province that is authorized to transact the classes of insurance to be reinsured;
	(b) transfer all or any portion of its policies, other than its policies in Canada, to any other body corporate or cause itself to be reinsured by any other body corporate against all or any portion of the risks undertaken by it, other than risks in respect of its policies in Canada;
	(6) Section 254 of the Act is amended by adding the following after subsection (2):
Prescribed transactions	(2.1) The Minister's approval is not required for a transaction described in subsection (2) if it is a prescribed transaction or a transaction in a prescribed class of transactions.
	(7) Subsections 254(5) and (6) of the Act are replaced by the following:
Inspection	(5) Where a company or society publishes a notice referred to in subsection (3), it must make the agreement for the transaction that the Minister is asked to approve available at its head office for the inspection of its shareholders, policyholders and members for at least thirty days after the publication of the notice and must provide a copy of the agreement to any shareholder, policyholder or member who requests one by writing to the head office of the company or society.
Superinten- dent may shorten periods	(6) Where the Superintendent is of the opinion that it is in the best interests of a group of policyholders affected by the transaction that the Minister is asked to approve , the Superintendent may shorten the periods of thirty days referred to in subsections (3) and (5).
	227. Sections 255 to 259 of the Act are replaced by the following:
Capital to be unimpaired	255. The Minister shall not approve a transaction under subsection 254(2) if the transaction would cause any company or society that would be a party to the transaction to be in contravention of any regulation referred to in subsection 515(1) or (2) or 516(1) or (2) or of any direction made under subsection 515(3) or 516(4).
Ordinary reinsurance exempted	256. Sections 254 and 255 do not apply in respect of reinsurance transactions entered into by a company or society in the ordinary course of its business.
Shareholder and policyholder approval	257. (1) A company or society proposing to
	(a) transfer all or substantially all of its policies,
	(b) cause itself to be reinsured against all or substantially all of the risks undertaken by it, or
	(c) sell all or substantially all of its assets
	shall submit the proposal for approval to a meeting of the shareholders and policyholders who are entitled to vote, or to a meeting of members, and, subject to subsection (3), to the holders of each class or series of shares.
Right to vote	(2) Each share of the company carries the right to vote in respect of the proposal whether or not the share otherwise carries the right to vote.
Class vote	(3) The holders of shares of a class or series of shares of the company are entitled to vote separately as a class or series in respect of the proposal if the shares of the class or series are affected by the proposed transaction in a manner different from the shares of another class or series.
Policyholder vote	(4) Policyholders who are entitled to vote are entitled to vote separately from shareholders in respect of the proposal .