Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)

126. (1) The following persons are disqualified from being a director of a corporation:

• (a) anyone who is less than 18 years of age;

• (b) anyone who has been declared incapable by a court in Canada or in another country;

• (c) a person who is not an individual; and

• (d) a person who has the status of a bankrupt.

(2) Unless the by-laws otherwise provide, a director of a corporation is not required to be a member of the corporation.

(3) No person shall act for an absent director at a meeting of directors.

127. (1) After the issue of the certificate of incorporation, the directors of a corporation shall hold a meeting at which the directors may

• (a) make by-laws;

• (b) adopt forms of debt obligation certificates and corporate records;

• (c) authorize the issue of debt obligations;

• (d) appoint officers;

• (e) appoint a public accountant to hold office until the first annual meeting of members;

• (f) issue memberships;

• (g) make banking arrangements; and

• (h) transact any other business.

(2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 208(4) or to which a certificate of continuance has been issued under subsection 211(5).

(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.

(4) A director may waive notice of the meeting, and attendance of a director at the meeting is a waiver of notice of the meeting, except if 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.

(5) If all directors sign a resolution dealing with any matter referred to in paragraphs (1)(a) to (g), they are not required to hold the meeting referred to in subsection (1).

(6) A copy of the resolution shall be kept with the minutes of the meetings of directors.

128. (1) At the time of sending articles of incorporation, a notice of directors in the form that the Director fixes shall be sent to the Director.

(2) Each director named in the notice holds office from the issue of the certificate of incorporation until the first meeting of members.

(3) Members shall, by ordinary resolution at each annual meeting at which an election of directors is required, elect directors to hold office for a term expiring within the prescribed period.

(4) It is not necessary that all directors elected at a meeting of members hold office for the same term.

(5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of members following the director’s election.

(6) Despite subsections (2), (3) and (5), if directors are not elected at a meeting of members, the incumbent directors continue in office until their successors are elected.

(7) If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, the disqualification, the incapacity 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.

(8) The directors may, if the articles of the corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of members.

(9) An individual who is elected or appointed to hold office as a director is not a director, and is deemed not to have been elected or appointed to hold office as a director, unless

• (a) the individual was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or

• (b) the individual was not present at the meeting when the election or appointment took place and

  • (i) consented to hold office as a director in writing before the election or appointment or within the prescribed period, or

  • (ii) has acted as a director after the election or appointment.