PART 10BY-LAWS AND MEMBERS

Marginal note:By-laws

• 152. (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197(1).

• Marginal note:Member approval

  (2) The directors shall submit the by-law, amendment or repeal to the members at the next meeting of members, and the members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.

• Marginal note:Effective date

  (3) Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. If the by-law, amendment or repeal is confirmed, or confirmed as amended, by the members it remains effective in the form in which it was confirmed.

• Marginal note:Ceasing to have effect

  (4) The by-law, amendment or repeal ceases to have effect if it is not submitted by the directors to the members as required under subsection (2) or if it is rejected by the members.

• Marginal note:Subsequent resolution

  (5) If a by-law, an amendment or a repeal ceases to have effect, a subsequent resolution of the directors that has substantially the same purpose or effect is not effective until it is confirmed, or confirmed as amended, by the members.

• Marginal note:Member proposal

  (6) A member entitled to vote at an annual meeting of members may, in accordance with section 163, make a proposal to make, amend or repeal a by-law.

Marginal note:Copies to Director

153. A corporation shall, within the prescribed period, send to the Director a copy of any by-law, amendment or repealed by-law, except for those that have been rejected by the members.

Marginal note:Conditions of membership

• 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.

• Marginal note:Classes of membership

  (2) If the articles provide for two or more classes or groups of members, the by-laws shall provide

  • (a) the conditions for membership in each class or group;

  • (b) the manner of withdrawing from a class or group or transferring membership to another class or group and any conditions of transfer; and

  • (c) the conditions on which membership in a class or group ends.

• Marginal note:Voting rights — one class or group

  (3) The members of a corporation that has only one class or group of members have the right to vote at any meeting of the members.

• Marginal note:Voting rights — several classes or groups

  (4) If the articles provide for two or more classes or groups of members, the articles shall provide the members of at least one class or group with the right to vote at a meeting of members.

• Marginal note:Right to vote

  (5) Unless the articles otherwise provide, each member is entitled to one vote at a meeting of members.

• Marginal note:Representative

  (6) The corporation shall recognize any individual authorized by a member corporation or other entity to represent the member at meetings.

• Marginal note:Powers of representative

  (7) The individual may exercise on behalf of the member corporation or other entity all the powers of that corporation or entity.

• Marginal note:Transfer of membership

  (8) Unless the by-laws otherwise provide, a membership may be transferred only to the corporation.

Marginal note:Issuance of memberships

155. The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws.

Marginal note:Termination of membership

156. Unless the articles or by-laws of a corporation otherwise provide, a membership is terminated when

• (a) the member dies or resigns;

• (b) the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;

• (c) the member’s term of membership expires; or

• (d) the corporation is liquidated and dissolved under Part 14.

Marginal note:Termination of member’s rights

157. Unless the articles or by-laws otherwise provide, the rights of a member, including any rights in the property of the corporation, cease to exist on termination of the membership.

Marginal note:Power to discipline a member

158. The articles or by-laws may provide that the directors, the members or any committee of directors or members of a corporation have power to discipline a member or to terminate their membership. If the articles or by-laws provide for such a power, they shall set out the circumstances and the manner in which that power may be exercised.

Marginal note:Place of meetings

• 159. (1) Meetings of members of a corporation shall be held within Canada at the place provided in the by-laws or, in the absence of such a provision, at the place that the directors determine.

• Marginal note:Meeting outside Canada

  (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.

• Marginal note:Exception

  (3) A member who attends a meeting of members held outside Canada is deemed to have agreed to it being held outside Canada except when the member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.

• Marginal note:Participation in meeting by electronic means

  (4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of members may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person so participating in a meeting is deemed for the purposes of this Act to be present at the meeting.

• Marginal note:Meeting held by electronic means

  (5) If the directors or members of a corporation call a meeting of members under this Act and if the by-laws so provide, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

Marginal note:Calling annual meetings

• 160. (1) The directors of a corporation shall call an annual meeting of members

  • (a) not later than the prescribed period after the corporation comes into existence; and

  • (b) subsequently, not later than the prescribed period after holding the preceding annual meeting but no later than the prescribed period after the end of the corporation’s preceding financial year.

• Marginal note:Authorization to delay calling of annual meeting

  (2) On application of the corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to extend the time for calling an annual meeting if the Director reasonably believes that members will not be prejudiced.

• Marginal note:Calling special meetings

  (3) The directors of a corporation may at any time call a special meeting of members.

Marginal note:Fixing record date

• 161. (1) The directors may fix, as a record date for any of the following purposes, a date that is within the period that is prescribed in relation to that purpose, namely, record dates for

  • (a) determining members entitled to receive notice of a meeting of members;

  • (b) determining members entitled to vote at a meeting of members;

  • (c) determining members entitled to participate in a liquidation distribution; or

  • (d) determining members for any other purpose.

• Marginal note:No record date fixed

  (2) If no record date is fixed by the directors,

  • (a) the record date for the determination of members entitled to receive notice of a meeting of members is

    • (i) at the close of business on the day immediately preceding the day on which the notice is given, or

    • (ii) if no notice is given, the day on which the meeting is held;

  • (b) the record date for the determination of members entitled to vote at a meeting of members is

    • (i) if a record date has been fixed under paragraph (1)(a), the day that is the prescribed period after that date, and

    • (ii) otherwise, the date that is the record date under paragraph (a); and

  • (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.

Marginal note:Notice provided for in by-laws

• 162. (1) The corporation shall give members entitled to vote at a meeting of members notice of the time and place of the meeting in accordance with the by-laws and the regulations. The provisions of the by-laws respecting the giving of notice shall comply with any prescribed requirements.

• Marginal note:Non-compliance of by-laws

  (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.

• Marginal note:Notice to public accountant and directors

  (3) The corporation shall send the public accountant and directors notice of the time and place of any meeting of members within the prescribed period.

• Marginal note:Waiver of notice

  (4) Any person who is entitled to notice of a meeting of members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person 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.

• Marginal note:Application for authorization

  (5) On application of the corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to give notice of the meeting to members in any manner if the Director reasonably believes that members will not be prejudiced.

• Marginal note:Exception — members not registered

  (6) The corporation is not required to give notice to members who were not registered on the records of the corporation on the record date determined under paragraph 161(1)(a) or subsection 161(2), but a member that is not given notice of the meeting is not deprived of the right to vote at that meeting.

• Marginal note:Adjournment

  (7) If a meeting of members is adjourned for less than the prescribed period, it is not necessary, unless the by-laws otherwise provide, that any person be notified of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned.

• Marginal note:Notice of adjourned meeting

  (8) If a meeting of members is adjourned by one or more adjournments for an aggregate of days that is more than the prescribed period, notice of the adjournment shall be given to members entitled to vote at the meeting, the directors and the public accountant in the manner referred to in subsections (1) to (4).

• Marginal note:Business

  (9) All business transacted at a special meeting of members and all business transacted at an annual meeting of members, except consideration of the financial statements, public accountant’s report, election of directors and re-appointment of the incumbent public accountant, is special business.

• Marginal note:Notice of business

  (10) Notice of a meeting of members at which special business is to be transacted shall

  • (a) state the nature of that business in sufficient detail to permit a member to form a reasoned judgment on the business; and

  • (b) state the text of any special resolution to be submitted to the meeting.