BERTIE & CLINTON MUTUAL INSURANCE COMPANY
BY – LAW NO. 1
(Consolidated to include amendments approved March 26, 2013 and March 25, 2014 and amendments passed by the Board of Directors January 21, 2020 which are shown in bold italics)
WHEREAS, the Bertie & Willoughby Farmers Mutual Fire Insurance Company was organized and commenced business on the 6th day of February, 1880, under and pursuant to the provisions of “An Act to authorize the establishment of Mutual Insurance Companies in the several districts of this province,” being Chapter 18 of the Statutes of Upper Canada, 6 William 4 (1836) as amended;
AND WHEREAS Clinton Mutual Fire Insurance Company was organized and commenced business on the 22nd day of August, 1898 under the Ontario Insurance Act being Chapter 203 of the Revised Statutes of Ontario 1897;
AND WHEREAS the Bertie & Willoughby Farmers Mutual Fire Insurance Company and Clinton Mutual Fire Insurance Company were amalgamated pursuant to the provisions of the Insurance Act, Revised Statutes of Ontario 1960, Chapter 190 as of the 1st day of January 1971;
AND WHEREAS the Corporation is now carrying on business by license issued under the Insurance Act, being Chapter I.8 of the Revised Statutes of Ontario, 1990, as amended, and is subject to the provisions of Part V of the Corporations Act, being Chapter C.38 of the Revised statutes of Ontario, 1990, as amended;
AND WHEREAS the Corporation is operating under the name of Bertie & Clinton Mutual Insurance Company and/or BCM Insurance Company including various web domains reflective of these names;
AND WHEREAS the directors and members of the Bertie & Clinton Mutual Insurance Company deem it advisable to revise the existing general by-laws of the Corporation, and to enact certain revised and consolidated general by-laws in lieu thereof;
NOW THEREFORE BE IT ENACTED, and it is hereby enacted, as follows:
1. Subject to the power granted under the charter, the purpose and business of the Corporation shall be the insuring, under any class of insurance for which the Company is licensed in Ontario, under the Insurance Act.
2. The seal, and impression whereof is stamped on the margin hereof, shall be the seal of the Corporation.
3. The Head Office of the Corporation shall be located in the Regional Municipality of Niagara, Ontario.
4. Any person, corporation, trustee board or partnership insured under a policy issued by the Corporation shall, from the date upon which the insurance becomes effective, be deemed a member of the Corporation so long as such Insurance remains in force, and, shall cease to be a member when such Insurance is terminated or expires. A reinsurance policy issued to any other fire insurance company shall not qualify it or any representative of it for membership in the Corporation.
5. Any member, with the consent of the directors, may withdraw from the Corporation upon such terms as the directors may lawfully prescribe, subject to the provisions of the Insurance Act.
6. Members’ Liability. No member shall be liable in respect of any loss or claim or demand against the Corporation.
7. The Annual meeting of the Members for the election of Directors and the transaction of other business shall be held on such date and at such time and place as the Directors may determine in accordance with the Corporations Act.
8. Before the election of the annual statement for the year ending on the previous 31st day of December shall be presented and read to the meeting.
9. If an election of directors is not made on the day on which it ought to have been made, the Corporation shall not for that cause be dissolved, but the election may be held on a subsequent day at a meeting to be called by the directors, or as otherwise provided by the by-laws of the Corporation, and in such case the directors then in office shall continue to hold office until their successors are elected.
NOTICE OF GENERAL MEETING
10. Notice of every annual, or special general meeting of the Corporation shall be given to the members of the Corporation in the manner prescribed by the Corporations Act. The notice of annual meeting will state that the annual statement is available on the corporation’s website. The corporation will also give notice that a member may obtain a written or electronic copy of the statement by submitting a written request to the corporation’s head office at least 14 days before the meeting.
11. The directors may call a special general meeting of the Corporation at any time. Notice of a Special General Meeting shall be given in accordance with the Corporations Act.
12. The directors shall make available to the members the annual statement for the year ending on the previous December 31 by publishing the annual statement on the Corporation’s website.
13. Seven members present in person shall constitute a quorum for the transaction of business at any general meeting of the Corporation.
The quorum for a meeting to vote on demutualization, wind up or any other form of dissolution (except for the discontinuance of the corporation as a result of amalgamation with another), shall require a quorum equaling at least seventy-five percent (75%) of all of the corporations members present in person.
VOTING AT GENERAL MEETINGS
14. At any general meeting, unless a poll is demanded, a declaration by the chairman that a resolution has been carried, and an entry to that effect in the minutes, shall be prima facia evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. If a poll is demanded it shall be taken in such manner as the chairman directs consistent with these by-laws.
15. In the case of an equality of votes at any general meeting of the Corporation the chairman shall be entitled to a second or casting vote.
16. Voting of members: A member of the Corporation who is not in arrears for any payment due by him to the Corporation is entitled at all meetings to the Corporation, to one vote if the amount of premium paid by him annually is in excess of $25.00 and no member is entitled to more than one vote.
17. Where a policy is made to two or more persons, one only is entitled to vote, and the right of voting belongs to the one first named on the register of policyholders if he is present, or if not present, to the one who stands second, and so on.
18. Where property is insured by a trustee board, a partnership or a corporation any one member of the trustee board or the partnership, or any one director of the corporation who is duly appointed and authorized in writing pursuant to a resolution of the trustee board, partnership or corporation may vote on its behalf.
19. No applicant for insurance is eligible to vote or otherwise take part in the Corporation’s proceedings until his application has been accepted by the Corporation.
20. Number of directors. The business of the Corporation shall be conducted by nine directors, who shall be residents of the Province of Ontario.
21. Qualifications of Directors.
(a) No person is eligible to be or shall act as a director unless he is a member of the Corporation and insured therein for the time he holds office and pays a premium in excess of $500.00 annually.
(b) No person shall be eligible for election or re-election as a director after having attained his or her 70th birthday.
(c) Notwithstanding any other provisions in the by-laws of the Corporation, no person shall be eligible for election or re-election as a director unless he has been a member of the Corporation and insured therein for a minimum period of three consecutive years immediately prior to the time he seeks office.
(d) The Board shall annually appoint a Nomination Committee consisting of four members, all of whom need not be directors.
No later than February 15 prior to each annual general meeting of the Policyholders, the Nomination Committee shall compile a list of qualified nominees for the elected positions available on the Board, having regard to the provisions of this By-law and the Terms of Reference of the Nomination Committee as set by the Board from time to time. The list of such nominees shall be submitted to the Policyholders together with the notice of the annual general meeting.
Any other Policyholder having the required qualifications may seek election as a director provided that such person gives notice of his or her intention to the Nominating Committee before January 31 prior to the annual general meeting at which the election is to be held.
22. Where a partnership or trustee board or corporation has the qualifications that would qualify an individual to be a director of the Corporation, one member of the partnership or trustee board or corporation is eligible to be a director of the Corporation.
23. Notwithstanding any other provision of the By-laws of the Corporation, the following persons are not eligible to be elected as a Director of the Corporation and shall not interfere in the election of Directors:
(a) An Insurance Broker or Insurance Advisor associated with the Corporation, or anyone having a financial interest in an insurance brokerage or insurance agency associated with the Corporation;
(b) A Director, Officer, shareholder, employee or agent of an Insurance Brokerage or Insurance Agency business associated with the Corporation;
(c) An agent or paid Officer of the Corporation;
(d) An officer of the Bankers of the Corporation;
(e) An employee of the Corporation, including the President of the Corporation;
(f) A Director or Officer of another Insurance Company other than an insurance company which is a subsidiary or affiliate of the Corporation or the Farm Mutual Reinsurance Plan Inc.;
(g) A spouse, child, parent, parent-in-law or sibling of any person referred to herein. For the purposes hereof, “spouse” shall be as defined in Part III of the Family Law Act of Ontario and “child” shall include step-children; provided always that this subsection 23(g) shall not apply to those Directors in office at the time this By-law amendment is passed and approved by the members (March 25, 2014), who shall, notwithstanding the provisions of this subsection 23(g), remain eligible for re-election.
24. Retirement of Directors in Rotation. One third of the directors shall retire annually in rotation.
25. Annual Election to fill Vacancies. At every annual general meeting one-third of the total number of directors shall be elected for a period of three years to fill the places of the retiring directors, who are eligible for re-election.
26. Election of Directors.
(a) The election of directors shall be held and made by such members as attend for that purpose in person, or in the case of a corporation or partnership or trustee board, by a director, officer or member authorized in writing to represent it.
(b) The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a special general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office and may, by a majority of the votes cast at such meeting, elect any person who is duly qualified in his stead for the remainder of his term.
(c) The Election shall be by ballot.
(d) If two or more members have an equal number of votes, so that less than the whole number to be elected appear to have been chosen directors by a majority of votes, the members present shall proceed to ballot until it is determined which of the persons so having a equal number of votes shall be the director, or directors.
(e) If a vacancy occurs among the directors during the term for which they have been elected, by death, resignation, ceasing to have the prescribed qualification, insolvency, by absence without previous leave of the directors from three successive regular meetings which shall ipso facto, create such vacancy, or as a
result of the removal of a director in accordance with section 26(b), the vacancy may be filled, until the next annual general meeting, by any person duly qualified, chosen by a majority of the remaining directors as soon as may be after the vacancy occurs, and at the next annual general meeting an election separate from the election referred to in section 26(a) shall be held immediately afterwards to fill the portion of the term still unexpired. Nominees for this election shall be determined in accordance with section 21(d). No person shall seek election to fill a vacancy on the Board under this section 26(e) if he or she seeks election to a three (3) year term, and when filing notice of his or her intention to stand for election, such notice shall specify if he or she is standing for election to fill the remaining portion of the vacancy or seeking election for a three year term.
27. Meetings. All meetings of the directors shall be held at the head office of the Corporation at the call of the Board Chairperson. Regular meetings of the directors shall be held monthly, the first meeting to be held immediately after the general meeting and the others will be left to the discretion of the directors each month. A special meeting of the directors may be called at any time by the Board Chairperson, and shall be called at any time when required by three directors. Notice of all meetings shall be mailed, delivered, sent by facsimile or e-mail or other electronic transmission, or otherwise given to each director not later than the seventh day before the meeting.
If all the directors present at or participating in the meeting consent, a meeting of directors or of a committee of directors may be held by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a director participating in the meeting by those means is deemed to be present at the meeting.
The President and such other persons as the Board may from time to time designate shall be entitled to notice of and to attend meetings of the Board, subject always to the right of the Board to request that any such person or persons absent himself from any meeting or part of a meeting of the Board. Such person or persons shall not be entitled to a vote.
28. Quorum. A majority of the directors shall constitute a quorum for the transaction of business, and in the case of an equality of votes at any meeting, the question passes in the negative.
29. A director disagreeing with the majority at a meeting may have his dissent recorded with his reasons therefore.
30. The remuneration and travel reimbursement to be paid to the Directors of the Corporation shall be such allowance as the Board of Directors may from time to time determine. In addition, Directors shall be paid such sums in respect of their out of pocket expenses incurred in attending board, committee or Member meetings, or otherwise as a result of the performance of their duties as the board of Directors may from time to time determine. The Board may also by resolution award special remuneration to any Director undertaking special services on behalf of the corporation. Directors may also be provided with those benefits provided by the Corporation to its employees from time to time.
The remuneration, if any, to be paid to the Chairperson or Vice Chairpersons or other members of the Executive Committee as a result of his/their holding that office, shall be such amount or amounts as the Board of Directors may from time determine.
31. Chairperson and Vice Chairperson. The directors shall at their first meeting held after each annual general meeting of the Corporation, elect by ballot from among themselves a Chairperson and Vice Chairperson , and the Secretary shall preside at such election. They shall hold office for one year or until their successors are elected. The Chairperson shall preside at all meetings of the directors and Members, and shall perform other duties as may pertain to the office of the Chairperson. In the absence of the Chairperson, the Vice Chairperson shall perform the duties of the Chairperson.
32. Other Officers. The other officers of the Corporation shall be the President, Secretary and Treasurer and such other officers as the directors deem necessary. The President, shall be the Chief Executive Officer (“CEO”) of the Corporation, and shall be responsible for the general management and direction of the Corporation, subject to the authority of the Board of Directors, to whom he or she shall be accountable.
33. Appointment. Such other officers of the corporation shall be appointed by the directors, who shall specify their duties and remuneration and they shall hold office at the pleasure of the directors.
34. Duties may be delegated. In the case of the absence or inability of the Chairperson, Vice Chairperson or CEO, or any other officer of the Corporation, a majority of the remaining directors may delegate the powers and duties of such officers to any other officer or to any director for the time being.
35. Bond. The security given by the treasurer or other officer having charge of the money of the Corporation, shall not be less than $10,000 or such greater the amount as may be required by the Superintendant.
36. Limitation of Liability. Except as otherwise provided in the Act no director or officer or past director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person including any person with whom any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the director’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or through the director’s or officer’s own wilful neglect, default or dishonesty; provided that nothing herein shall relieve any Director or Officer from the duty to act in accordance with the Corporations Act (Ontario), the Insurance Act (Ontario) or any other pertinent legislation affecting the business of the Corporation (hereinafter referred to the “Law”) and the regulations thereunder.
37. Indemnity. Subject to the limitations contained in the Law, the Corporation shall indemnify a Director or Officer, a former Director or Officer, a person who acts or acted at the Corporation’s request as a Director or Officer of a body corporate of which the Corporation is or was a shareholder or creditor, a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate, and his/her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding to which he/she is made a party by reason of being or having been a Director or Officer of the Corporation or such body corporate, if:
(a) he/she acted honestly and in good faith with a view to the best interests of the Corporation; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty he/she had reasonable grounds for believing that his/her conduct was lawful.
Subject to the limitations contained in the Law, the Corporation shall purchase and maintain such insurance for the benefit of its Directors and Officers, former Directors and Officers and others, as such, as the board may from time to time determine.
EXECUTIVE AND OTHER COMMITTEES
38. (a) Executive Committee. The Chairperson, Vice Chairperson and one other director elected by the directors after their first meeting following each annual general meeting of the members shall constitute the Executive Committee of the Corporation, and shall meet at the call of the Chairperson to advise and assist the CEO in dealing with emergency business during the intervals between meetings of the directors, or to dispose of routine business in accordance with the instructions of the directors. During the absence or inability of a member of the Executive Committee, some other director shall be invited to act on the Executive Committee in his place and stead.
(b) Other Committees. The Board shall constitute as standing committees of the Board an Audit Committee and a Conduct Review Committee, the terms of reference of which shall be as prescribed by the Insurance Act and the Board, from time to time. The Board may constitute such other Committees of the Board as may be required from time to time by the Act or deemed expedient by the Board. Subject to the Insurance Act and the Corporations Act, the terms of reference of such other Committees shall be as determined from time to time by the Board. Committees shall meet at the call of the Chairperson of the Corporation or the Chair of the Committees.
39. The CEO or such other person or persons as authorized by the Board of Directors from time to time shall appoint such agent, agents or other types of producers as they deem necessary or desirable. Subject to these by-laws, the CEO may allocate agency territories for soliciting and receiving applications for insurance, fix the remuneration of agents and other producers, fix the security to be given by agents and other producers, set policies relating to the duties of agents and other producers, and confer specific authority upon agents and others producers. Subject to the contractual obligations of the Corporation to an agent or other producer, the CEO or such other person or persons authorized by the CEO may from time to time cancel the appointment of an agent or alter or vary the terms and conditions thereof.
EXECUTION OF DOCUMENTS
40. Such person or persons as authorized by the Board of Directors from time to time are hereby authorized and shall have power to execute and deliver all policies of insurance, deeds, mortgages, leases or other documents whatsoever requisite or expedient to be executed on behalf of the Corporation; and to attach the corporate seal of the Corporation to any of and all such documents which may be required to be executed under the seal of the Corporation; and all such documents, as executed aforesaid shall be binding upon the Corporation.
41. Minutes of all meetings of the directors and of the Committees of the Board shall be recorded electronically and in writing. Such minutes shall be open for inspection by any director at any time.
BANKS AND BANKING
42 (a) The bank or banks of the Corporation shall be such bank or banks as the directors may from time to time appoint.
(b) All monies received by the Corporation shall be deposited forthwith in the name of the Corporation in the name of the Corporation in the Bank, excepting such amounts as may be expended for small losses, or rebates or office expenses, which shall be supported in each case by proper receipts.
(c) All withdrawals from the Corporation’s Bank Account(s) and orders for payment of money, shall be signed or authorized by such person or persons and in such manner as the Directors may from time to time designate.
(d) All payments of claims and other disbursements shall be approved by the directors or such other person or persons as are authorized by the Directors.
(e) All cheques and post office or money orders in favour of the Corporation shall be receipted for or endorsed for deposit to the credit of the Corporation by such person or persons as are authorized by the Directors.
(f) Such person or persons as may from time to time be authorized by the Directors to do so on behalf of the Corporation, may grant receipts for the payment of interest or rents due.
(g) Such person or persons as may from time to time be authorized by the Directors to do so on behalf of the Corporation, shall have access to any safety deposit box rented by the Corporation.
43 Borrowing. The Directors of the Corporation may from time to time:
(a) borrow money upon the credit of the Corporation in such amounts and upon such terms as may be deemed necessary;
(b) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, present or future, including book debts and unpaid calls, right, powers, franchises and undertaking to secure any liabilities or any money borrowed or other debt or any other obligation or liability of the Corporation.
44. The Corporation may invest its funds in any securities or other investments in which, under the Insurance Act, as may be amended from time to time, Mutual Insurance Companies may invest funds. The Directors shall formulate policies, standards and procedures for the investment of the funds of the Corporation, which policies, standards and procedures shall be reviewed in accordance with the Insurance Act, and revised as necessary. Purchases, sales and transfers of securities undertaken in accordance with the instructions of the Directors, shall be carried out by the CEO or such other person or persons authorized by the directors. The CEO is empowered to sign and execute all powers of attorney and other documents required in connection with such transactions. Full particulars of such transactions shall be reported to the Investment Committee on a quarterly basis. All securities to be registered as to principal in the name of the Corporation and shall be held pursuant to a Custodial Agreement.
45. Limit of Liability. Subject to the foregoing articles, any applicable legislation and the limitations of the charter and license powers of the Corporation, the directors shall fix the limits of liability which the Corporation may assume under any insurance contract, andmay vary and alter the same from time to time, and may determine what risk or classes of risk shall be undertaken or refused by the Corporation.
46. Contracts of Insurance. Subject to the foregoing articles and applicable legislation, the CEO or those to whom the CEO may delegate the responsibility, shall approve the forms, terms, and conditions, rates and premiums for all contracts of insurance undertaken by the Corporation.
47. Reinsurance. The Corporation may reinsure any risk in accordance with the Insurance Act.
48. Underwriting Duties of CEO. Subject to the foregoing articles, the CEO or such other person or persons as authorized by the CEO shall accept or refuse all proposals or applications for insurance, and issue policies; provided that where any risk is unsatisfactory in respect to either hazard or rate, the CEO or such other person or persons as authorized by the CEO shall have authority to cancel the policy. All cancellations of policies shall be reported to the next meeting of the directors, for information purposes only to assess trends within the Corporation. The consent of the Corporation to transfers or assignments of policies, other insurance, and comparable matters, shall be given by the CEO or such other person or persons as authorized by the CEO over his signature.
49. Adjustment and Settlement of Claims. Subject to the foregoing articles all claims shall be adjusted and settled in accordance with the policies of the Corporation, as determined from time to time by the CEO with input from the Directors, and the terms and conditions of the prevailing policy of insurance and governing legislation.
50. Payment of Claims. The CEO or such other person or persons as the CEO may designate shall have full power and authority to discharge all claims arising from any policies of insurance granted by the Corporation, in accordance with the policies of the Corporation, as set down from time to time by the Directors.
REFUNDS FROM SURPLUS
51. The directors may declare a refund from surplus at the end of a calendar year upon the following terms and conditions, and such other terms and subject to such other conditions as they may determine:
If a refund from surplus is declared:
(a) The refund may be paid by cheque or as a credit on the annual premium next due on the policy to which the refund relates;
(b) No refund will be paid or credited on a policy if the amount of the refund would be less than $10.00; and
(c) If the refund is paid by cheque issued to the member and the cheque becomes stale dated before it is cashed, the Company need not issue a replacement cheque.
52. The members shall at each annual meeting appoint one or more auditors to hold office until the next annual meeting and if an appointment is not made, the auditor in office shall continue in office until a successor is appointed.
The remuneration of an auditor or auditors appointed by the members shall be fixed by the members or by the directors if they are authorized so to do by the members.
It shall be the duty of the auditors to examine all books, vouchers, and accounts of the Corporation, and all documents having reference to the business thereof, at least once in each year.
The auditors shall make a report to the members of the accounts examined by them, and the balance sheet and other statements shall be in the form prescribed by the Superintendent of Insurance. They shall sign a certificate at the foot of the balance sheet stating that they have verified the assets and liabilities of the Corporation as at the date thereof; that it is in accordance with the books and information given to them, and that in their opinion it sets out truly and correctly the financial position of the Corporation as on the date thereof.
55. In this By-Law and in all other By-laws of the Corporation hereafter passed, words importing the singular number or the masculine gender, shall unless the context otherwise requires, include the plural number or the feminine gender, as the case may be, and persons shall include firms and corporations.
AMENDMENTS TO BY-LAWS
56. This By-law and any other by-laws of the Corporation, other than those which are restatements of statutory provisions, may from time to time be amended, repealed, varied or otherwise dealt with in accordance with the provisions of the Corporations Act. Any relevant amendment to the Insurance Act or the Corporations Act enacted after the date on which these by-laws are approved by the members of the Corporation, shall be amendments to these by-laws on and after the day on which they receive Royal assent.
57. All general by-laws of the Bertie & Clinton Mutual Insurance Company heretofore enacted are hereby rescinded, and repealed as of the date on which this By-law is enacted.
DATED, PASSED AND SEALED, this 22nd day of March, 2011.
As amended by the Board of Directors in 2013, with such amendments confirmed by the Members March 26, 2013
As amended by the Board of Directors on December 17, 2013, with such amendments confirmed by the Members March 25, 2014
As amended by the Board of Directors on January 21, 2020