BILL NO. 132
(as introduced)
2nd Session, 58th General Assembly
Nova Scotia
51 Elizabeth II, 2002
Atlantic Blue Cross Care Inc. Act
Mary Ann McGrath
Halifax Bedford Basin
First Reading: May 6, 2002
Second Reading: May 9, 2002
Third Reading: May 17, 2002
An Act to Enable Blue Cross of
Atlantic Canada and Maritime Medical
Care Incorporated to Amalgamate
to Form Atlantic Blue Cross Care Inc.
Be it enacted by the Governor and Assembly as follows:
1 This Act may be cited as the Atlantic Blue Cross Care Inc. Act.
2 In this Act,
(a) "Blue Cross of Atlantic Canada" means the Association referred to in Chapter 65 of the Acts of 1943, An Act to Incorporate the Maritime Hospital Service Association;
(b) "Maritime Medical Care Incorporated" means the Association referred to in Chapter 107 of the Acts of 1948, An Act to Incorporate Maritime Medical Care Incorporated.
3 Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated may reorganize their corporate structures to form Atlantic Blue Cross Care Inc.
4 Where Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated proceed to reorganize their corporate structures pursuant to Section 3, an initial memorandum of association and articles of association, as approved by the Board of Trustees of Blue Cross of Atlantic Canada and by the Board of Directors of Maritime Medical Care Incorporated, along with such other documents, if any, as the Superintendent of Insurance may request, shall be filed with the Superintendent of Insurance for approval by the Superintendent.
5 Following the approval by the Superintendent of Insurance, the initial memorandum and articles referred to in Section 4 shall be filed with the Registrar of Joint Stock Companies.
6 Upon the filing referred to in Section 5,
(a) Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated are amalgamated and continued as one company under the Companies Act under the name Atlantic Blue Cross Care Inc.;
(b) the company is a body corporate;
(c) the company is deemed to have been organized and incorporated under that Act notwithstanding any provision of that Act; and
(d) the company is governed by that Act and has all the powers of a company incorporated under that Act.
7 Notwithstanding anything contained in this Act, Atlantic Blue Cross Care Inc. may change its name to such name as may be determined from time to time by the board of directors of the company.
8 Upon the amalgamation of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated,
(a) the initial share capital, if any, of Atlantic Blue Cross Care Inc. is as stated in the memorandum of association of Atlantic Blue Cross Care Inc.;
(b) the property of each of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated is the property of Atlantic Blue Cross Care Inc., subject to the power of Atlantic Blue Cross Care Inc. to dispose of the property;
(c) Atlantic Blue Cross Care Inc. is liable for the obligations of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated;
(d) all rights of creditors and others against the property, rights and assets of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated and all liens upon the property, rights and assets of each of them are unimpaired;
(e) none of the rights or properties of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated and none of the contracts or obligations of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated are prejudicially affected and neither Blue Cross of Atlantic Canada nor Maritime Medical Care Incorporated is deemed to have been liquidated or dissolved;
(f) any existing cause of action, claim or liability to prosecution in any jurisdiction against Blue Cross of Atlantic Canada or Maritime Medical Care Incorporated is unaffected;
(g) any civil, criminal or administrative action or proceeding pending by or against Blue Cross of Atlantic Canada or Maritime Medical Care Incorporated or its directors, trustees or officers in any jurisdiction may be prosecuted by or against Atlantic Blue Cross Care Inc. or its officers or directors;
(h) a conviction against, or ruling, order or judgment in favour of or against Blue Cross of Atlantic Canada or Maritime Medical Care Incorporated or their respective directors or officers continues to be enforceable by or against Atlantic Blue Cross Care Inc. or its officers or directors;
(i) the trustees, directors and officers of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated, as the case may be, continue to be the directors and officers of Atlantic Blue Cross Care Inc. until they or their successors are duly chosen, elected or appointed, as the case may be;
(j) the rights of creditors of each of Blue Cross of Atlantic Canada and Maritime Medical Care Incorporated are not adversely affected; and
(k) the business and operations of Atlantic Blue Cross Care Inc. in the Province are subject to the regulation of the Superintendent of Insurance and Atlantic Blue Cross Care Inc. shall maintain such licences and approvals as may be required from time to time under the Insurance Act.
9 (1) Notwithstanding anything contained in this Act or the Companies Act, Atlantic Blue Cross Care Inc., where authorized by a special resolution of the company, may apply to the Minister of Finance for Canada for letters patent under the Insurance Companies Act (Canada) continuing Atlantic Blue Cross Care Inc. as a company under that Act.
(2) On the date that Atlantic Blue Cross Care Inc. is continued as a company under the Insurance Companies Act (Canada), this Act and the Companies Act cease to apply to Atlantic Blue Cross Care Inc.
10 Chapter 65 of the Acts of 1943 is repealed.
11 Chapter 107 of the Acts of 1948 is repealed.
12 This Act comes into force on such day as the Governor in Council orders and declares by proclamation.
This page and its contents published by the Office of the Legislative Counsel, Nova Scotia House of Assembly, and © 2002 Crown in right of Nova Scotia. Updated June 3, 2002. Send comments to legc.office@novascotia.ca.
