are jointly and severally liable to restore to the insurance holding company any amounts so distributed or paid and not otherwise recovered by the insurance holding company and any amounts in relation to any loss suffered by the insurance holding company.
Contribution	842. (1) A director who has satisfied a judgment in relation to the director's liability under section 841 is entitled to contribution from the other directors who voted for or consented to the unlawful act on which the judgment was founded.
Recovery	(2) A director who is liable under section 841 is entitled to apply to a court for an order compelling a shareholder or other person to pay or deliver to the director any money or property that was paid or distributed to the shareholder or other person contrary to section 754, 757, 761 or 846.
Court order	(3) Where an application is made to a court under subsection (2), the court may, where it is satisfied that it is equitable to do so,
	(a) order a shareholder or other person to pay or deliver to a director any money or property that was paid or distributed to the shareholder or other person contrary to section 754, 757, 761 or 846;
	(b) order an insurance holding company to return or issue shares to a person from whom the insurance holding company has purchased, redeemed or otherwise acquired shares; or
	(c) make any further order it thinks fit.
Limitation	843. An action to enforce a liability imposed by section 841 may not be commenced after two years from the date of the resolution authorizing the action complained of.
Liability for wages	844. (1) Subject to subsections (2) and (3), the directors of an insurance holding company are jointly and severally liable to each employee of the insurance holding company for all debts not exceeding six months wages payable to the employee for services performed for the insurance holding company while they are directors.
Conditions precedent	(2) A director is not liable under subsection (1) unless
	(a) the insurance holding company has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part;
	(b) the insurance holding company has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proven within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or
	(c) the insurance holding company has made an assignment or a receiving order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proven within six months after the date of the assignment or receiving order.
Limitations	(3) A director is not liable under subsection (1) unless the director is sued for a debt referred to in that subsection while a director or within two years after the director has ceased to be a director.
Amount due after execution	(4) Where execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution.
Subrogation of director	(5) Where a director of an insurance holding company pays a debt referred to in subsection (1) that is proven in liquidation and dissolution or bankruptcy proceedings, the director is entitled to any preference that the employee would have been entitled to and, where a judgment has been obtained, the director is entitled to an assignment of the judgment.
Contribution entitlement	(6) A director of an insurance holding company who has satisfied a claim under this section is entitled to a contribution from the other directors of the insurance holding company who are liable for the claim.
Reliance on statement	845. A director, an officer or an employee of an insurance holding company is not liable under subsection 795(1) or (2) or section 841 or 844 if the director, officer or employee relies in good faith on
	(a) financial statements of the insurance holding company represented to the director, officer or employee by an officer of the insurance holding company or in a written report of the auditor of the insurance holding company fairly to reflect the financial condition of the insurance holding company; or
	(b) a report of an accountant, actuary, lawyer, notary or other professional person whose profession lends credibility to a statement made by the professional person.
Indemnifi- cation of directors and officers	846. (1) Except in respect of an action by or on behalf of the insurance holding company to procure a judgment in its favour, an insurance holding company may indemnify
	(a) a director or an officer of the insurance holding company,
	(b) a former director or officer of the insurance holding company, or
	(c) any person who acts or acted at the insurance holding company's request as a director or an officer of an entity of which the insurance holding company is or was a shareholder or creditor
	against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a person referred to in any of paragraphs (a) to (c), if
	(d) the director, officer or person acted honestly and in good faith with a view to the best interests of the insurance holding company, and
	(e) in the case of a criminal or administrative action or proceeding enforced by a monetary penalty, the director, officer or person had reasonable grounds for believing that the impugned conduct was lawful.
Indemnifi- cation in derivative action	(2) An insurance holding company may, with the approval of a court, indemnify a person referred to in subsection (1), in respect of an action by or on behalf of the insurance holding company or entity to procure a judgment in its favour to which the person is made a party by reason of being or having been a director or an officer of the insurance holding company or entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in connection with that action if the person fulfils the conditions set out in paragraphs (1)(d) and (e).
Right to indemnity	(3) Despite anything in this section, a person referred to in subsection (1) is entitled to indemnity from the insurance holding company in respect of all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the person in connection with the defence of any civil, criminal or administrative action or proceeding to which the person is made a party by reason of being or having been a director or an officer of the insurance holding company or an entity, if the person seeking indemnity
	(a) was substantially successful on the merits in the defence of the action or proceedings; and
	(b) fulfils the conditions set out in paragraphs (1)(d) and (e).
Heirs	(4) An insurance holding company may, to the extent referred to in subsections (1) to (3) in respect of the person, indemnify the heirs or personal representatives of any person the insurance holding company may indemnify pursuant to subsections (1) to (3).
Directors' and officers' insurance	847. An insurance holding company may purchase and maintain insurance for the benefit of any person referred to in section 846 against any liability incurred by the person
	(a) in the capacity of a director or an officer of the insurance holding company, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the insurance holding company; or
	(b) in the capacity of a director or an officer of another entity where the person acts or acted in that capacity at the insurance holding company's request, except where the liability relates to a failure to act honestly and in good faith with a view to the best interests of the entity.
Application to court for indemnificatio n	848. (1) An insurance holding company or a person referred to in section 846 may apply to a court for an order approving an indemnity under that section and the court may so order and make any further order it thinks fit.
Notice to Superinten- dent	(2) An applicant under subsection (1) shall give the Superintendent written notice of the application and the Superintendent is entitled to appear and to be heard at the hearing of the application in person or by counsel.
Other notice	(3) On an application under subsection (1), the court may order notice to be given to any interested person and that person is entitled to appear and to be heard in person or by counsel at the hearing of the application.
	Subdivision 4
	Fundamental Changes
	Amendments - Letters Patent
Incorporating instrument	849. On the application of an insurance holding company duly authorized by special resolution, the Minister may approve a proposal to add, change or remove any provision that is permitted by this Part to be set out in the incorporating instrument of the insurance holding company.
Letters patent to amend	850. (1) On receipt of an application referred to in section 849, the Minister may issue letters patent to effect the proposal.
Effect of letters patent	(2) Letters patent issued pursuant to subsection (1) become effective on the day stated in the letters patent.
	Amendments - By-laws
By-laws	851. (1) The directors of an insurance holding company may make, amend or repeal any by-laws, in the manner set out in subsections (2) and (3) and sections 852 to 856, to
	(a) change the maximum number, if any, of shares of any class that the insurance holding company is authorized to issue;
	(b) create new classes of shares;
	(c) change the designation of any or all of the insurance holding company's shares, and add, change or remove any rights, privileges, restrictions and conditions, including rights to accrued dividends, in respect of any or all of the insurance holding company's shares, whether issued or unissued;
	(d) change the shares of any class or series, whether issued or unissued, into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series;
	(e) divide a class of shares, whether issued or unissued, into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto;
	(f) authorize the directors to divide any class of unissued shares into series and fix the maximum number of shares, if any, in each series and the rights, privileges, restrictions and conditions attached thereto;
	(g) authorize the directors to change the rights, privileges, restrictions and conditions attached to unissued shares of any series;
	(h) revoke, diminish or enlarge any authority conferred under paragraphs (f) and (g);
	(i) increase or decrease the number of directors, subject to subsection 796(1) and section 803;
	(j) change the name of the insurance holding company; or
	(k) change the place in Canada where the head office of the insurance holding company is to be situated.
Shareholder approval	(2) The directors shall submit a by-law, or an amendment to or a repeal of a by-law, that is made under subsection (1) to the shareholders entitled to vote, and the shareholders may, by special resolution, confirm, amend or reject the by-law, amendment or repeal.
Effective date of by-law	(3) A by-law, or an amendment to or a repeal of a by-law, made under subsection (1) is not effective until it is confirmed or confirmed as amended by the shareholders under subsection (2) and, in the case of by-laws referred to in paragraph (1)(j), approved by the Superintendent in writing.
Class vote	852. (1) The holders of shares of a class or, subject to subsection (2), of a series are, unless the by-laws otherwise provide in the case of an amendment to the by-laws referred to in paragraph (a), (b) or (e), entitled to vote separately as a class or series on a proposal to amend the by-laws to
	(a) increase or decrease any maximum number of authorized shares of that class, or increase any maximum number of authorized shares of a class having rights or privileges equal or superior to the shares of that class;
	(b) effect an exchange, reclassification or cancellation of all or part of the shares of that class;
	(c) add, change or remove the rights, privileges, restrictions or conditions attached to the shares of that class and, without limiting the generality of the foregoing,
	(i) remove or change prejudicially rights to accrued dividends or rights to cumulative dividends,
	(ii) add, remove or change prejudicially redemption rights,
	(iii) reduce or remove a dividend preference or a liquidation preference, or
	(iv) add, remove or change prejudicially conversion privileges, options, voting, transfer or pre-emptive rights, or rights to acquire securities of the insurance holding company, or sinking fund provisions;
	(d) increase the rights or privileges of any class of shares having rights or privileges equal or superior to the shares of that class;
	(e) create a new class of shares equal or superior to the shares of that class;
	(f) make any class of shares having rights or privileges inferior to the shares of that class equal or superior to the shares of that class; or
	(g) effect an exchange or create a right of exchange of all or part of the shares of another class into the shares of that class.
Right limited	(2) The holders of a series of shares of a class are entitled to vote separately as a series under subsection (1) if that series is affected by an addition or amendment to the by-laws in a manner different from other shares of the same class.
Right to vote	(3) Subsections (1) and (2) apply whether or not the shares of a class otherwise carry the right to vote.
Separate resolutions	853. A proposed addition or amendment to the by-laws referred to in subsection 852(1) is adopted when the holders of the shares of each class or series entitled to vote separately thereon as a class or series have approved the addition or amendment by a special resolution.
Revoking resolution	854. Where a special resolution referred to in subsection 851(2) so states, the directors may, without further approval of the shareholders, revoke the special resolution.
Proposal to amend	855. (1) Subject to subsection (2), a director or a shareholder who is entitled to vote at an annual meeting of shareholders of an insurance holding company may, in accordance with sections 770 and 771, make a proposal to make an application referred to in section 849 or to make, amend or repeal the by-laws referred to in subsection 851(1) of the insurance holding company.
Notice of amendment	(2) Notice of a meeting of shareholders at which a proposal to amend the incorporating instrument or to make, amend or repeal the by-laws of an insurance holding company to effect any of the changes referred to in subsection 851(1) is to be considered must set out the proposal.
Rights preserved	856. No amendment to the incorporating instrument or by-laws of an insurance holding company affects an existing cause of action or claim or liability to prosecution in favour of or against the insurance holding company or its directors or officers, or any civil, criminal or administrative action or proceeding to which the insurance holding company or any of its directors or officers are a party.
	Amalgamation
Application to amalgamate	857. On the joint application of two or more bodies corporate incorporated by or under an Act of Parliament, including a company or an insurance holding company but not including a mutual company, the Minister may issue letters patent amalgamating and continuing the applicants as one insurance holding company.
Amalgama- tion agreement	858. (1) Each applicant proposing to amalgamate shall enter into an amalgamation agreement.
Contents of agreement	(2) Every amalgamation agreement shall set out the terms and means of effecting the amalgamation and, in particular,
	(a) the name of the amalgamated insurance holding company 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 insurance holding company;
	(c) the manner in which any shares of each applicant are to be converted into shares or other securities of the amalgamated insurance holding company;
	(d) if any shares of an applicant are not to be converted into shares or other securities of the amalgamated insurance holding company, the amount of money or securities that the holders of those shares are to receive in addition to or in lieu of shares or other securities of the amalgamated insurance holding company;