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

Act current to 2017-06-19 and last amended on 2015-02-26. Previous Versions

PART 17Documents in Electronic or Other Form

Marginal note:Definitions

 The following definitions apply in this Part.

electronic document

document électronique

electronic document means, except in section 269, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means. (document électronique)

information system

système d’information

information system means a system used to generate, send, receive, store or otherwise process an electronic document. (système d’information)

Marginal note:Application

 This Part does not apply to information, including information in a notice or other document, sent to or issued by the Director under this Act or prescribed for the purposes of this section.

Marginal note:Use not mandatory
  •  (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.

  • Marginal note:Consent and other requirements

    (2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with information, including information in a notice or other document, is not satisfied by the provision of an electronic document unless

    • (a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and

    • (b) either the electronic document is provided to the designated information system or any other prescribed action is taken.

  • Marginal note:Revocation of consent

    (3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.

Marginal note:Creation and provision of information

 A requirement under this Act or the regulations that information, including information in a notice or other document, be created or provided is satisfied by the creation or provision of an electronic document if

  • (a) the by-laws or the articles of the corporation do not otherwise provide; and

  • (b) the regulations, if any, have been complied with.

Marginal note:Creation of information in writing
  •  (1) A requirement under this Act or the regulations that information, including information in a notice or other document, be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions set out in section 267,

    • (a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

    • (b) the regulations pertaining to this subsection, if any, have been complied with.

  • Marginal note:Provision of information in writing

    (2) A requirement under this Act or the regulations that information, including information in a notice or other document, be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 267,

    • (a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and

    • (b) the regulations pertaining to this subsection, if any, have been complied with.

  • Marginal note:Copies

    (3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of an electronic document.

  • Marginal note:Registered mail

    (4) A requirement under this Act or the regulations to provide a document by registered mail cannot be satisfied by means of an electronic document unless the regulations so prescribe and, in such case, only in accordance with the prescribed requirements.

Marginal note:Statutory declarations and affidavits
  •  (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

    • (a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

    • (b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

    • (c) the requirements of sections 266 to 268 are complied with.

  • Marginal note:Definitions

    (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.

  • Marginal note:Clarification

    (3) For the purpose of complying with paragraph (1)(c), the references to an “electronic document” in sections 266 to 268 are to be read as references to an electronic document as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

Marginal note:Signatures

 Except with respect to a statutory declaration or an affidavit, a requirement under this Act or the regulations for a signature or for a document to be executed is satisfied in relation to an electronic document if the prescribed requirements, if any, pertaining to this section are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

  • (a) the signature resulting from the use by the person of the technology or process is unique to the person;

  • (b) the technology or process is used by the person to incorporate, attach or associate the person’s signature to the electronic document; and

  • (c) the technology or process can be used to identify its user.

Marginal note:Application for dispensation

 On application of the corporation, the Director may, on any terms that the Director thinks fit, relieve — including retroactively — a corporation from complying with any requirements of this Part if the Director reasonably believes that the members will not be prejudiced by the dispensation.

PART 18General

Notice, Certificates and Other Documents

Marginal note:Notice to directors and members
  •  (1) A notice or other document required by this Act, the regulations, the articles or the by-laws to be sent to a member or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

    • (a) the member at the member’s latest address as shown in the records of the corporation; and

    • (b) the director at the director’s latest address as shown in the records of the corporation or in the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director.

  • Marginal note:Effect of notice

    (2) A director whose name appears on the last notice that was sent by a corporation in accordance with section 128 or 134 and received by the Director is presumed for the purposes of this Act to be a director of the corporation.

  • Marginal note:Deemed receipt

    (3) A notice or other document sent in accordance with subsection (1) to a member or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the member or director did not receive the notice or document at that time or at all.

  • Marginal note:Undelivered notices

    (4) If on two consecutive occasions a notice or other document sent to a member in accordance with subsection (1) is returned because the member cannot be found, the corporation is not required to send any further notices or documents to the member until the member informs the corporation in writing of the member’s new address.

Marginal note:Notice to and service on a corporation

 A notice or other document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last accepted notice under section 20 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

Marginal note:Waiver of notice

 Where a notice or other document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to the notice or document.

 
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