(h) the number of directors elected by cumulative voting required by the by-laws may not be decreased if the votes cast against the motion to decrease would be sufficient to elect a director and those votes could be voted cumulatively at an election at which the same total number of votes were cast and the same number of directors elected by cumulative voting required by the by-laws were then being elected.
Mandatory cumulative voting	(2) Where the aggregate of the voting shares beneficially owned by a person and any entities controlled by the person carries more than 10 per cent of the voting rights attached to all the outstanding voting shares of an insurance holding company, the directors shall be elected by cumulative voting.
Exception	(3) Subsection (2) does not apply if all the voting shares of the insurance holding company that are outstanding are beneficially owned by
	(a) one person;
	(b) one person and one or more entities controlled by that person; or
	(c) one or more entities controlled by the same person.
Exception	(4) Subsection (2) does not apply to an insurance holding company in respect of which subsection 927(4) applies.
Transitional election	(5) Where this Part or the by-laws of an insurance holding company provide for cumulative voting, the shareholders of the insurance holding company shall
	(a) at the first annual meeting of shareholders held not earlier than ninety days following the date that cumulative voting is required under subsection (2) or provided for in the by-laws, and
	(b) at each succeeding annual meeting,
	elect the stated number of directors to hold office until the close of the next annual meeting of shareholders following their election.
Class or series of shares	(6) Nothing in this Part precludes the holders of any class or series of shares of an insurance holding company from having an exclusive right to elect one or more directors.
Re-election of directors	804. A director who has completed a term of office is, if otherwise qualified, eligible for re-election.
	Incomplete Elections and Director Vacancies
Void election or appointment	805. (1) If, immediately after the time of any purported election or appointment of directors, the board of directors would fail to comply with subsection 796(2) or section 799, the purported election or appointment of all persons purported to be elected or appointed at that time is void unless the directors, within forty-five days after the discovery of the non-compliance, develop a plan, approved by the Superintendent, to rectify the non-compliance.
Failure to elect minimum	(2) If, at the close of a meeting of shareholders of an insurance holding company, the shareholders have failed to elect the number or minimum number of directors required by this Part or the by-laws of an insurance holding company, the purported election of directors at the meeting
	(a) is valid if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together constitute a quorum; or
	(b) is void if the directors purported to be elected and those incumbent directors, if any, whose terms did not expire at the close of the meeting, together do not constitute a quorum.
Directors where elections incomplete or void	806. (1) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where subsection 805(1) or (2) applies at the close of any meeting of shareholders of an insurance holding company, the board of directors shall, until their successors are elected or appointed, consist solely of
	(a) where paragraph 805(2)(a) applies, the directors referred to in that paragraph; or
	(b) where subsection 805(1) or paragraph 805(2)(b) applies, those persons who were the incumbent directors immediately before the meeting.
Where there is no approved rectification plan	(2) Despite subsections 801(2) and (3) and paragraphs 803(1)(f) and 807(1)(a), where a plan to rectify the non-compliance referred to in subsection 805(1) has not been approved by the Superintendent by the end of the forty-five day period referred to in that subsection, the board of directors shall, until their successors are elected or appointed, consist solely of the persons who were the incumbent directors immediately before the meeting at which the purported election or appointment referred to in that subsection occurred.
Directors to call meeting	(3) Where subsection (1) or (2) applies, the board of directors referred to in that subsection shall without delay call a special meeting of shareholders to fill the vacancies, where paragraph 805(2)(a) applies, or elect a new board of directors, where subsection 805(1) or paragraph 805(2)(b) applies.
Shareholder may call meeting	(4) Where the directors fail to call a special meeting required by subsection (3), the meeting may be called by any shareholder.
Ceasing to hold office	807. (1) A director ceases to hold office
	(a) at the close of the annual meeting at which the director's term of office expires;
	(b) when the director dies or resigns;
	(c) when the director becomes disqualified under section 797 or ineligible to hold office pursuant to subsection 837(2);
	(d) when the director is removed under section 808; or
	(e) when the director is removed from office under section 1006 or 1007.
Date of resignation	(2) The resignation of a director of an insurance holding company becomes effective at the time a written resignation is sent to the insurance holding company by the director or at the time specified in the resignation, whichever is later.
Removal of director	808. (1) Subject to paragraph 803(1)(g) and this section, the shareholders of an insurance holding company may by resolution at a special meeting remove any director or all the directors from office.
Removal of director	(2) If the holders of any class or series of shares of an insurance holding company have the exclusive right to elect one or more directors, a director so elected may be removed only by a resolution at a meeting of the shareholders of that class or series.
Vacancy by removal	(3) Subject to paragraphs 803(1)(b) to (e), a vacancy created by the removal of a director may be filled at the meeting of the shareholders at which the director is removed or, if not so filled, may be filled under section 812 or 813.
Statement of director	809. (1) A director who
	(a) resigns,
	(b) receives a notice or otherwise learns of a meeting of shareholders called for the purpose of removing the director from office, or
	(c) receives a notice or otherwise learns of a meeting of directors or shareholders at which another person is to be appointed or elected to fill the office of director, whether because of the director's resignation or removal or because the director's term of office has expired or is about to expire,
	is entitled to submit to the insurance holding company a written statement giving the reasons for the resignation or the reasons why the director opposes any proposed action or resolution.
Statement to Superinten- dent	(2) Where a director resigns as a result of a disagreement with the other directors or the officers of an insurance holding company, the director shall submit to the insurance holding company and the Superintendent a written statement setting out the nature of the disagreement.
Circulation of statement	810. (1) An insurance holding company shall forthwith on receipt of a director's statement referred to in subsection 809(1) relating to a matter referred to in paragraph 809(1)(b) or (c), or a director's statement referred to in subsection 809(2), send a copy thereof to each shareholder entitled to receive a notice of meetings and to the Superintendent, unless the statement is attached to a notice of a meeting.
Immunity for statement	(2) No insurance holding company or person acting on its behalf incurs any liability by reason only of circulating a director's statement in compliance with subsection (1).
Shareholders filling vacancy	811. The by-laws of an insurance holding company may provide that a vacancy among the directors is to be filled only by vote of
	(a) the shareholders; or
	(b) the holders of any class or series of shares having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by the holders of that class or series.
Directors filling vacancy	812. (1) Despite section 819 but subject to subsection (2) and sections 811 and 813, a quorum of directors may fill a vacancy among the directors except a vacancy among the directors resulting from a change in the by-laws by which the number or minimum number of directors is increased or from a failure to elect the number or minimum number of directors required by the by-laws.
Where composition fails	(2) Despite sections 811 and 819, where by reason of a vacancy the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the directors who, in the absence of any by-law, would be empowered to fill that vacancy shall do so forthwith.
Class vacancy	813. Despite section 819 but subject to section 811, where the holders of any class or series of shares of an insurance holding company have an exclusive right to elect one or more directors and a vacancy occurs among those directors,
	(a) the remaining directors elected by the holders of that class or series may fill the vacancy except a vacancy resulting from an increase in, or a failure to elect, the number or minimum number of directors for that class or series;
	(b) if there are no such remaining directors and, by reason of the vacancy, the number of directors or the composition of the board of directors fails to meet any of the requirements of section 796 or 799, the other directors may fill that vacancy; and
	(c) if there are no such remaining directors and paragraph (b) does not apply, any holder of shares of that class or series may call a meeting of the holders thereof for the purpose of filling the vacancy.
Unexpired term	814. Unless the by-laws otherwise provide, a director elected or appointed to fill a vacancy holds office for the unexpired term of the director's predecessor in office.
Additional directors	815. (1) The directors may appoint one or more additional directors if the by-laws of the insurance holding company allow them to do so and the by-laws determine the minimum and maximum numbers of directors.
Term of office	(2) A director appointed under subsection (1) holds office for a term expiring not later than the close of the next annual meeting of shareholders of the insurance holding company.
Limit on number appointed	(3) The total number of directors appointed under subsection (1) may not exceed one third of the number of directors elected at the previous annual meeting of shareholders of the insurance holding company.
	Meetings of the Board
Meetings required	816. (1) The directors shall meet at least four times during each financial year.
Place for meetings	(2) The directors may meet at any place unless the by-laws provide otherwise.
Notice for meetings	(3) The notice for the meetings must be given as required by the by-laws.
Notice of meeting	817. (1) A notice of a meeting of directors shall specify each matter referred to in section 832 that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not otherwise specify the purpose of or the business to be transacted at the meeting.
Waiver of notice	(2) A director may in any manner waive notice of a meeting of directors and the attendance of a director at a meeting of directors is a waiver of notice of that meeting except where the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
Adjourned meeting	(3) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting was announced at the original meeting.
Quorum	818. (1) Subject to section 819, the number of directors referred to in subsection (2) constitutes a quorum at any meeting of directors or a committee of directors and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.
Quorum	(2) The number of directors constituting a quorum at any meeting of directors or a committee of directors shall be
	(a) a majority of the minimum number of directors required by this Part for the board of directors or a committee of directors; or
	(b) such greater number of directors than the number calculated pursuant to paragraph (a) as may be established by the by-laws of the insurance holding company.
Director continues to be present	(3) Any director present at a meeting of directors who is not present at any particular time during the meeting for the purposes of subsection 837(1) shall be considered as being present for the purposes of this section.
Resident Canadian majority	819. (1) The directors of an insurance holding company shall not transact business at a meeting of directors or of a committee of directors unless
	(a) in the case of an insurance holding company that is the subsidiary of a foreign institution, at least one half, and
	(b) in the case of any other insurance holding company, a majority
	of the directors present are resident Canadians.
Exception	(2) Despite subsection (1), the directors of an insurance holding company may transact business at a meeting of directors or of a committee of directors without the required proportion of directors who are resident Canadians if
	(a) a director who is a resident Canadian unable to be present approves, in writing or by telephonic, electronic or other communications facilities, the business transacted at the meeting; and
	(b) there would have been present the required proportion of directors who are resident Canadians had that director been present at the meeting.
Electronic meeting	820. (1) Subject to the by-laws of an insurance holding company, a meeting of directors or of a committee of directors may be held by means of such telephonic, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other during the meeting.
Deemed present	(2) A director participating in a meeting by any means referred to in subsection (1) is deemed for the purposes of this Part to be present at that meeting.
Resolution outside board meeting	821. (1) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of directors is as valid as if it had been passed at a meeting of directors.
Filing directors' resolution	(2) A copy of the resolution referred to in subsection (1) shall be kept with the minutes of the proceedings of the directors.
Resolution outside committee meeting	(3) A resolution in writing signed by all the directors entitled to vote on that resolution at a meeting of a committee of directors, other than a resolution of the audit committee in carrying out its duties under subsection 829(3), is as valid as if it had been passed at a meeting of that committee.
Filing committee resolution	(4) A copy of the resolution referred to in subsection (3) shall be kept with the minutes of the proceedings of that committee.
Dissent of director	822. (1) A director of an insurance holding company who is present at a meeting of directors or a committee of directors is deemed to have consented to any resolution passed or action taken at that meeting unless
	(a) the director requests that the director's dissent be entered or the director's dissent is entered in the minutes of the meeting;
	(b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
	(c) the director sends the director's dissent by registered mail or delivers it to the head office of the insurance holding company immediately after the meeting is adjourned.
Loss of right to dissent	(2) A director of an insurance holding company who votes for or consents to a resolution is not entitled to dissent under subsection (1).