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

Marginal note:Quorum set in by-laws

• 164 (1) The by-laws may set out the quorum for a meeting of members, but the quorum set out shall be in conformity with any prescribed requirements.

• Marginal note:Quorum in any other case

  (2) If the by-laws do not set out such a quorum, the quorum is a majority of members entitled to vote at the meeting.

• Marginal note:Opening quorum sufficient

  (3) If a quorum is present at the opening of a meeting of members, the members present may, unless the by-laws otherwise provide, proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

• Marginal note:Adjournment

  (4) If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business.

• Marginal note:One member meeting

  (5) If a corporation has only one member, or only one member in any class or group of members, the member present in person or who submits a vote that meets the requirements of section 171 constitutes a meeting.

Marginal note:Voting

• 165 (1) Subject to section 171 and the by-laws, voting at a meeting of members shall be by show of hands, except if a ballot is demanded by a member entitled to vote at the meeting.

• Marginal note:Ballot

  (2) A member may demand a ballot either before or after any vote by show of hands.

• Marginal note:Electronic voting

  (3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in that subsection may be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility, if the corporation makes available such a communication facility.

• Marginal note:Voting while participating electronically

  (4) Unless the by-laws otherwise provide, any person participating in a meeting of members under subsection 159(4) or (5) and entitled to vote at that meeting may vote, and that vote may be held, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.

Marginal note:Resolution in lieu of meeting

• 166 (1) Except where a written statement is submitted by a director under subsection 131(1) or by a public accountant under subsection 187(4),

  • (a) a resolution in writing signed by all the members entitled to vote on that resolution at a meeting of members is as valid as if it had been passed at a meeting of the members; and

  • (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of members, and signed by all the members entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of members.

• Marginal note:Filing resolution

  (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of members.

• Marginal note:Evidence

  (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

Marginal note:Requisition of meeting

• 167 (1) The members of a corporation who hold the prescribed percentage of votes that may be cast at a meeting of members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition.

• Marginal note:Form

  (2) The requisition referred to in subsection (1), which may consist of several documents of similar form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.

• Marginal note:Directors calling meeting

  (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

  • (a) a record date has been fixed under paragraph 161(1)(a);

  • (b) the directors have called a meeting of members and have given notice of the meeting under section 162; or

  • (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 163(6)(b) to (f).

• Marginal note:Member calling meeting

  (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.

• Marginal note:Procedure

  (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws and this Part.

• Marginal note:Reimbursement

  (6) Unless the members otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the members for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.

Marginal note:Meeting called by court

• 168 (1) A court, on the application of a director, a member who is entitled to vote at a meeting of members or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if

  • (a) it is not practicable to call the meeting within the time or in the manner in which it is otherwise to be called;

  • (b) it is not practicable to conduct the meeting in the manner required by this Act or the by-laws; or

  • (c) the court thinks that the meeting should be called, held and conducted within the time or in the manner that it directs for any other reason.

• Marginal note:Varying quorum

  (2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.

• Marginal note:Valid meeting

  (3) A meeting called, held and conducted under this section is for all purposes a meeting of members of the corporation duly called, held and conducted.

Marginal note:Court review of election

• 169 (1) A corporation or a member or director may apply to a court to determine any controversy with respect to an election or appointment of a director or public accountant of the corporation.

• Marginal note:Powers of court

  (2) On an application under this section, the court may make

  • (a) an order restraining a director or public accountant whose election or appointment is challenged from acting pending determination of the dispute;

  • (b) an order declaring the result of the disputed election or appointment;

  • (c) an order requiring a new election or appointment, and including in the order directions for the management of the activities and affairs of the corporation until a new election is held or appointment made;

  • (d) an order determining the voting rights of members and of persons claiming to hold memberships; and

  • (e) any other order that it thinks fit.

Marginal note:Unanimous member agreement

• 170 (1) An otherwise lawful written agreement among all the members of a corporation that is not a soliciting corporation, or among all the members and one or more persons who are not members, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation is valid.

• Marginal note:Declaration by sole member

  (2) A written declaration of the sole member of a corporation that similarly restricts the directors’ powers is valid.

• Marginal note:Constructive party

  (3) A person who becomes a member of a corporation that is subject to a unanimous member agreement is deemed to be a party to the agreement.

• Marginal note:When no notice given

  (4) If notice is not given to a member of the existence of a unanimous member agreement, in the manner referred to in subsection 42(2) or otherwise, the member may, no later than the prescribed period after they become aware of the existence of the agreement, rescind the transaction by which they acquired the membership and, within that period, the member is entitled to the return of any amount paid in respect of the membership.

• Marginal note:Rights of member

  (5) To the extent that a unanimous member agreement restricts the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation, parties to the agreement who are given that power to manage or supervise the management of the activities and affairs of the corporation have all the rights, powers, duties and liabilities of a director of the corporation, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 146, to the same extent.

• Marginal note:Discretion of members

  (6) Nothing in this section prevents members from fettering their discretion when exercising the powers of directors under a unanimous member agreement.

• Marginal note:No absentee voting

  (7) Members that are party to a unanimous member agreement may not vote in accordance with section 171 when exercising the authority delegated to them under the agreement.

• Marginal note:Termination

  (8) If the unanimous member agreement does not provide for its termination, the members may terminate the agreement by a special resolution.

Marginal note:Absentee voting

• 171 (1) The by-laws of a corporation may provide for any prescribed methods of voting by members not in attendance at a meeting of members. If the by-laws so provide, they shall set out procedures for collecting, counting and reporting the results of any vote.

• Marginal note:Application for authorization

  (2) On application of the corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to permit members to vote by any method if the Director reasonably believes that the members and the corporation will not be prejudiced.

PART 11Financial Disclosure

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

    • (ii) the immediately preceding financial year;

  • (b) the report of the public accountant, if any; and

  • (c) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous member agreement.

• Marginal note:Exception

  (2) Despite paragraph (1)(a), the financial statements referred to in subparagraph (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note to those statements, to be placed before the members at an annual meeting.

Marginal note:Application for exemption

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.

Marginal note:Consolidated statements

• 174 (1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiaries and of each body corporate the accounts of which are consolidated in the financial statements of the corporation.

• Marginal note:Examination

  (2) Members of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the corporation’s usual business hours and make copies or take extracts free of charge.

• Marginal note:Barring examination

  (3) On the application of a corporation made within the prescribed period after a request to examine under subsection (2), a court may, if it is satisfied that the examination would be detrimental to the corporation or a subsidiary, bar the right to examine and make any further order that it thinks fit.

• Marginal note:Notice to Director

  (4) A corporation shall give the Director and the person asking to examine under subsection (2) notice of an application under subsection (3), and the Director and the person may appear and be heard in person or by counsel.