(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless. (2) The articles of the corporation are amended accordingly on the date shown in the certificate of amendment. 248 (1) Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege. Marginal note:Contents of branch register. (2) Each amalgamating corporation shall give notice of a meeting of members in accordance with section 162 to its members and shall include in the notice a copy or summary of the amalgamation agreement. Full Document: Canada Not-for-profit Corporations Act, organisation ayant recours à la sollicitation, Debt Obligations, Certificates, Registers and Transfers, Receivers, Receiver-managers and Sequestrators, Special Act Bodies Corporate Without Share Capital, Transitional Provisions, Consequential Amendments, Coordinating Amendments, Repeals and Coming into Force, An Act to incorporate St. Mary’s River Bridge Company, An Act to incorporate the Jules and Paul-Émile Léger Foundation, An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls, An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada, [Repealed before coming into force, 2009, c. 23, s. 360], Canada Employment Insurance Financing Board Act, Canada Foundation for Sustainable Development Technology Act, Canadian Institutes of Health Research Act, Evangelical Lutheran Church in Canada Act, Evangelical Missionary Church (Canada West District) Act, First Nations Fiscal and Statistical Management Act, Public Sector Pension Investment Board Act, Sahtu Dene and Metis Land Claim Settlement Act, Yukon First Nations Land Claims Settlement Act, Loi canadienne sur les organisations à but non lucratif, Personal Information Protection and Electronic Documents Act, French Constitutional Drafting Committee (1990), Statutes Repeal Act: Reports, Deferrals and Repeals, Miscellaneous Statute Law Amendment Program, Typographical and Grammatical Corrections, Table of Public Statutes and Responsible Ministers, Consolidated Index of Statutory Instruments. 189 (1) Subject to subsection (2), the public accountant of a corporation that is not a designated corporation shall conduct an audit engagement in the prescribed manner. (a) a member, a director, an officer, an employee and a creditor of a dissolved corporation or body corporate; (b) a person who has a contract — other than, in Quebec, a contract by gratuitous title — with the dissolved corporation or body corporate; (c) a person who, although at the time of dissolution of the corporation or body corporate was not a person described in paragraph (a), would be such a person if a certificate of revival were issued under this section; and. (3) On an application under this section, the court may make any interim or final order that it thinks fit, including. (9) The Governor in Council may, by order, require a body corporate without share capital incorporated by or under an Act of Parliament other than this Act to apply for a certificate of continuance under section 211 within any period that may be prescribed except for the following: (c) a company or society to which the Insurance Companies Act applies; and. (3) An incorporator or a director may call the meeting by giving notice of the time and place of the meeting to each director within the prescribed period. (3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless, within the prescribed period after becoming aware of the resolution or action, the director, (a) causes a dissent to be placed with the minutes of the meeting; or. (b) if two bodies corporate are affiliates of the same body corporate at the same time, they are deemed to be affiliates of each other. Disciplining a member The NFP Act specifically allows the articles or by-laws of a corporation to give the power to discipline a member or to terminate their membership to the directors, the members, or any committee of directors or members. Maintaining corporate records and how to keep your corporation in good standing. 250 The following definitions apply in this Part. 41 (1) A debt obligation certificate shall be signed by at least one of the following persons, or a facsimile of the signature shall be reproduced on the certificate: (a) a director or officer of the issuer; (b) a transfer agent or branch transfer agent of the issuer, or an individual acting on their behalf; or. Note. (2) A person who guarantees the signature of an endorser does not otherwise warrant the rightfulness of the transfer to which the signature relates. 200 Subject to any revocation under subsection 197(2), after an amendment to the articles has been adopted under section 197 or 199, articles of amendment in the form that the Director fixes shall be sent to the Director. (a) the issuer is not liable by virtue of subsection (1); (b) the owner is precluded by subsection 101(1) from asserting a claim; or. (3) Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. 237 (1) If in the course of liquidation of a corporation the members resolve or the liquidator proposes to do any of the following, a member may apply to the court for an order requiring the distribution of the property of the corporation to be in money: (a) exchange all or substantially all of the property of the corporation for securities, debt obligations or memberships of another body corporate that are to be distributed to the members; or. 50 If satisfactory proof of the death of a joint holder of a debt obligation with a right of survivorship is provided to an issuer, the issuer may treat any surviving joint holder as the owner of the debt obligation. Marginal note:Review engagement — other corporations, (2) The public accountant of a soliciting corporation that is not a designated corporation shall conduct a review engagement in the prescribed manner if, (a) the corporation has gross annual revenues for its last completed financial year that are equal to or less than the prescribed amount or is deemed to have such revenues under paragraph 190(b); and. The bill amends Canada’s primary legislation governing … (5) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance. (b) accompanied by the report of the public accountant of the corporation, if any. The Ontario government has asked for comments on regulations affecting the new Ontario Not-For-Profit Corporations (ONCA). (3) Every Act listed in the report — unless the Act is the subject of a resolution to the contrary of any committee to which the report is referred — is repealed on the day that is one year after the later of the day on which the report is laid before the Senate and the day on which it is laid before the House of Commons. (2) Despite subsection (1), a meeting of members of a corporation may be held at a place outside Canada if the place is specified in the articles or all the members entitled to vote at the meeting agree that the meeting is to be held at that place. 155 The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws. (a) by a resolution referred to in subsection 182(1); (c) by a vote if consensus cannot be reached. 288 (1) If there is an error in the articles, a certificate or other document except one required by section 20 or 128, subsection 134(1) or section 278, the directors or members of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act and take any other steps that the Director reasonably requires so that the Director can correct the document. Marginal note:Right to compel endorsement. (a) submit to the members any question or matter requiring the approval of members; (b) fill a vacancy among the directors or in the office of public accountant or appoint additional directors; (c) issue debt obligations except as authorized by the directors; (d) approve any financial statements referred to in section 172; (f) establish contributions to be made, or dues to be paid, by members under section 30. (11) An applicant under subsection (9) or (10) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel. (2) On the application of any member, the Director may direct the corporation, on any terms that the Director thinks fit, not to allow, in whole or in part, access to corporate records or not to furnish, in whole or in part, information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation. 101 (1) The owner of a debt obligation who fails to notify the issuer of an adverse claim, in writing, within a reasonable time after the owner knows of the loss, apparent destruction or wrongful taking of the debt obligation is precluded from asserting against the issuer a claim to a new debt obligation if the issuer has registered a transfer of the debt obligation. (5) Despite subsections (2) and (3), the shareholders of a body corporate with shares may not, by a special resolution under either of those subsections, make any amendment affecting a class or series of shares unless the shareholders of the class or series approve the amendment in accordance with section 199. On June 23, 2009, Bill C-4, the Canada Not-for-Profit Corporations Act (the "Act"), was given Royal Assent and is now ready to become law. 124 Subject to this Act, the articles and any unanimous member agreement, the directors shall manage or supervise the management of the activities and affairs of a corporation. (g) on completion of their duties, render a final account of their administration in the form adopted for interim accounts under paragraph (f). On January 15, 2020, Corporations Canada adopted a digital-first approach to formsfor business and not-for-profit corporations. Marginal note:Contents of declaration, etc. Marginal note:Amendment of articles or by-laws, 197 (1) A special resolution of the members — or, if section 199 applies, of each applicable class or group of members — is required to make any amendment to the articles or the by-laws of a corporation to. (4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary. Marginal note:Director entitled to notice. 173 On the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement in this Part if the Director reasonably believes that the detriment that may be caused to the corporation by the requirement outweighs its benefit to the members or, in the case of a soliciting corporation, the public. 230 (1) When making an order for the liquidation of a corporation or at any time after making the order, the court may appoint any person, including a director, an officer or a member of the corporation or any other body corporate, as liquidator of the corporation. (2) If the provisions of the by-laws do not comply with the prescribed requirements, the corporation shall send, unless the regulations provide otherwise, the notice to the members within the prescribed period. (7) If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of a lack of consent, a disqualification under section 126 or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum. (4) On an application under subsection (3), a court may, if it is satisfied that it is equitable to do so, order a member or other recipient to pay or deliver to a director any money or other property that was paid or distributed to the member or other recipient contrary to this Act and make any further order that it thinks fit. (2) Subsection (1) does not apply if the members have resolved under section 182 not to appoint a public accountant. Marginal note:Sufficiency of evidence of appointment or incumbency. 192 (1) Despite section 193, a public accountant of a holding corporation may reasonably rely on the report of a public accountant of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation. ©2020 by Greenhound Canada Foundation info@greenhoundcanada.org. (8) A debt obligation holder who obtains a list of members under this section shall not use the list except in connection with an effort to influence the voting of members on any issue that the holder has a right to vote on. Marginal note:Application for authorization — corporation. CANADA NOT-FOR-PROFIT CORPORATIONS ACT. (6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual, (a) in the individual’s capacity as a director or an officer of the corporation; or. (5) Despite any provision of the Canada Corporations Act, the Director may, in accordance with section 222, dissolve a body corporate referred to in subsection (1) that does not apply for a certificate of continuance under section 211 within three years after the day on which this subsection comes into force. (n) add, change or remove any other provision that is permitted by this Act to be set out in the articles. (a) the amalgamation is approved by a resolution of the directors of each amalgamating corporation; (b) all memberships in each amalgamating subsidiary corporation are held by one or more of the other amalgamating corporations; and, (i) the memberships in each amalgamating subsidiary corporation shall be cancelled without any repayment of capital in respect of those memberships, and. (7) On receipt of a notice that the corporation has been continued under the laws of another jurisdiction or an Act referred to in subsection (2), the Director shall issue a certificate of discontinuance in accordance with section 276 if the Director is of the opinion that the corporation has been continued in accordance with this section. Marginal note:Special Act no longer applicable. (4) If the directors do not call a meeting within the prescribed period after receiving the requisition referred to in subsection (1), any member who signed the requisition may call the meeting. (c) if an individual who is interested in a contract or transaction later becomes an officer, immediately after the individual becomes an officer. (b) there is no valid reason for refusing to issue the certificate. (3) If a corporation has neither directors nor members, the court may, on the application of an interested party, make an order appointing the required number or minimum number of directors provided for in the articles. 60 All other defences of an issuer, including non-delivery and conditional delivery of a debt obligation, are ineffective against a good faith purchaser. Marginal note:Annual financial statements, 172 (1) The directors of a corporation shall place before the members at every annual meeting, (a) prescribed comparative financial statements that conform to any prescribed requirements and relate separately to, (i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and. (5) A proposal may include nominations for the election of directors if the proposal is signed by not less than the prescribed percentage of the members of a class or group of members of the corporation entitled to vote at the meeting at which the proposal is to be presented or any lesser number of members as provided in the by-laws, but this subsection does not preclude nominations made at a meeting of members. (e) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation. (2) Articles of revival in the form that the Director fixes shall be sent to the Director. (b) delivery of a debt obligation certificate to one of the holders is sufficient delivery to them all. (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries. Act current to 2020-12-17 and last amended on 2018-05-01. Canada Not-for-profit Corporations Act; Boards of Trade Act; Canada Cooperatives Act. (c) a trustee who certifies it in accordance with a trust indenture. (4) If a guarantee referred to in subsection (1) or (3) is made to any person who, relying on the guarantee, takes or deals with the debt obligation, the guarantor is liable to the person for any loss resulting from breach of warranty. (4) Subject to any other Act of Parliament or of the legislature of a province that provides for a longer retention period, a corporation shall retain the accounting records referred to in subsection (3) for the prescribed period. (8) If a corporation refuses to include a proposal in a notice of meeting, it shall, within the prescribed period after the day on which it receives the proposal, notify in writing the member submitting the proposal of its intention to omit it from the notice of meeting and of the reasons for the refusal. (ii) it is just and equitable that the corporation should be liquidated and dissolved. (c) the requirements of sections 266 to 268 are complied with. (a) extracts obtained under subsection 24(1); (b) a members or debt obligation holders list obtained under subsection 24(2); (b.1) extracts or copies of corporate records or documents referred to in section 25; (c) a copy of the documents obtained under section 177; and. (2) For the purposes of this section, electronic document and secure electronic signature have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act. 290 (1) The Director may provide any person with a certificate stating that a corporation. (5) On receipt of articles of reorganization, the Director shall issue a certificate of amendment in accordance with section 276. 117 A receiver-manager of the corporation may carry on any activities of the corporation to protect the security interest of those on behalf of whom the receiver-manager is appointed. (b) the issuer had no duty to inquire into adverse claims or had discharged that duty. (c) donations or gifts or, in Quebec, gifts or legacies of money or other property from a corporation or other entity that has, during the prescribed period, received income in excess of the prescribed amount in the form of donations, gifts or legacies referred to in paragraph (a) or grants or similar financial assistance referred to in paragraph (b). (3) Unless cause to the contrary has been shown or an order has been made by a court under section 258, the Director may, after the expiry of the prescribed period, issue a certificate of dissolution. Marginal note:Authorization to delay calling of annual meeting. 275 (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous member agreement, the minutes of the meetings of the directors, a committee of directors or the members, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director or an officer of the corporation. (3) The corporation shall send the public accountant notice of the time and place of any meeting of the audit committee. (c) a court order made under any other Act of Parliament that affects the rights among a corporation and its members and creditors. 130 (1) The members of a corporation may by ordinary resolution at a special meeting remove any director or directors from office. 129 (1) A director of a corporation ceases to hold office when the director dies, resigns, is removed in accordance with section 130 or becomes disqualified under section 126. 141 (1) A director or an officer of a corporation shall disclose to the corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of committees of directors, the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the corporation, if the director or officer. (3) The corporation shall give members notice of a meeting of members in accordance with section 162. (8) For the purposes of this section, every body corporate that is incorporated or continued by or under an Act of Parliament and to which the Bank Act, the Cooperative Credit Associations Act, the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act. (3) An issuer may maintain additional branch debt obligations registers in other places designated by the directors. Marginal note:Warranties of guarantor of endorsement. (5) A holder may convert an endorsement in blank into a special endorsement. 104 (1) The following definitions apply in this Part. (4) Any person described in subsection (1), on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of debt obligation holders setting out the prescribed information and updated in accordance with the regulations. (b) distribute all or part of the property of the corporation to the members in kind. (2) Except as provided otherwise in this section and unless agreed otherwise, a transferor’s duty to deliver a debt obligation under a contract of purchase is not fulfilled until the transferor delivers the debt obligation in negotiable form to the purchaser or to a person designated by the purchaser, or causes an acknowledgement to be made to the purchaser that the debt obligation is held for the purchaser. 102 An authenticating trustee, transfer agent or other agent or mandatary of an issuer has, in respect of the issue, registration of transfer and cancellation of a debt obligation of the issuer, (a) a duty to the issuer to exercise good faith and reasonable diligence; and. Marginal note:Appointment of public accountant. 154 (1) The by-laws shall set out the conditions required for being a member of the corporation, including whether a corporation or other entity may be a member. 262 (1) Every person who contravenes a provision of this Act, other than paragraph 148(2)(b), or the regulations is guilty of an offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both. Marginal note:Voting while participating electronically. (4) Incorporation or continuance under this Act does not confer any authority on a corporation to carry on activities as a degree-granting educational institution or to regulate any activity, including a profession or trade. (2) The public accountant of a designated corporation shall conduct an audit engagement in the prescribed manner if the corporation’s members pass an ordinary resolution requiring an audit engagement. (9) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance. (2) On the application, the court may make an order requiring the corporation and any interested person to show cause, at a time and place specified in the order, within the prescribed period after the date of the order, why the corporation should not be liquidated and dissolved. (8) On an application under subsection (7), the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel. Marginal note:Duty of issuer, guarantor or surety. (c) the record date for the determination of members for any purpose other than to establish a member’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating to the record date. (a) the notices and documents that may be transmitted in electronic or other form; (b) the persons or classes of persons who may sign or transmit the notices and documents; (c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature; and. ( poursuite ) 142â Subject to subsection ( 2 )  distribute all or any its... Be kept with the articles of arrangement lien referred to in paragraphs ( )... Inspector under this section may apply in this Act or the regulations requires a person whose profession credibility!: amendment of charter — other bodies corporate commercially reasonable manner individual does not have the status of.. Of Nothing that might impair the validity of the corporation other things necessary for the purposes of subsection 1... Corporation 's directors just and equitable that the court is satisfied that at the meeting given within the prescribed.! 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