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

Marginal note:Statement of director

• 131 (1) Subject to the by-laws, a director is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the director if a meeting is called for that purpose.

• Marginal note:Circulating statement

  (2) A corporation shall immediately give notice to the members of the statement in the manner referred to in section 162.

• Marginal note:Statement to Director

  (3) A corporation shall immediately send a copy of the statement to the Director.

• Marginal note:Immunity

  (4) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section.

Marginal note:Filling vacancy

• 132 (1) Subject to subsections (4) and (5), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors provided for in the articles or a failure to elect the number or minimum number of directors provided for in the articles.

• Marginal note:Calling meeting

  (2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member.

• Marginal note:Order of appointment

  (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.

• Marginal note:Director elected by class or group

  (4) If any class or group of members has an exclusive right to elect one or more directors and a vacancy occurs among those directors,

  • (a) subject to subsection (5), the remaining directors elected by the class or group may fill the vacancy, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors provided for in the articles for that class or group or from a failure to elect the number or minimum number of directors provided for in the articles for the class or group; or

  • (b) if there are no remaining directors, any member of the class or group may call a meeting of the class or group to fill the vacancy.

• Marginal note:Member filling vacancy

  (5) The by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members, or by a vote of the members of any class or group having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or group.

• Marginal note:Unexpired term

  (6) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

Marginal note:Change in number of directors

• 133 (1) The members of a corporation may amend the articles to increase or decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director.

• Marginal note:Election of directors where articles amended

  (2) If the members at a meeting adopt an amendment to the articles of a corporation to increase or decrease the number or minimum or maximum number of directors, the members may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, despite subsections 202(1) and 276(3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the members adopt the amendment.

• Marginal note:Fixing the number of directors

  (3) If a minimum and maximum number of directors is provided for in the articles, the members may, from time to time by ordinary resolution, fix the number of directors of the corporation and the number of directors to be elected at annual meetings of the members or delegate those powers to the directors. No decrease in the number of directors shall shorten the term of an incumbent director.

Marginal note:Notice of change of director or director’s address

• 134 (1) A corporation shall send to the Director a notice, within the prescribed period and in the form that the Director fixes, setting out any change among its directors or of the address of a director.

• Marginal note:Director’s change of address

  (2) A director shall, within the prescribed period, send the corporation a notice of any change in his or her address.

• Marginal note:Application to court

  (3) The court may, on the application of an interested person or the Director, make an order requiring a corporation to comply with subsection (1) and make any further order that it thinks fit.

Marginal note:Attendance at meeting

135 A director is entitled to attend and be heard at every meeting of members.

Marginal note:Meeting of directors

• 136 (1) Unless the articles or by-laws otherwise provide, the directors may meet at any place and on any notice that the by-laws require.

• Marginal note:Quorum

  (2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors.

• Marginal note:Notice of meeting

  (3) A notice of a meeting of directors shall specify any matter referred to in subsection 138(2) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not specify the purpose of or the business to be transacted at the meeting.

• Marginal note:Waiver of notice

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

  (5) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.

• Marginal note:One director meeting

  (6) If a corporation has only one director, that director may constitute a meeting.

• Marginal note:Participation

  (7) Subject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director so participating in a meeting is deemed for the purposes of this Act to be present at that meeting.

Marginal note:Decisions made by consensus

• 137 (1) The by-laws may provide that the directors or members shall make any decision by consensus, including a decision required to be made by a vote, except a decision taken

  • (a) by a resolution referred to in subsection 182(1);

  • (b) by special resolution; or

  • (c) by a vote if consensus cannot be reached.

• Marginal note:Meaning of consensus, etc.

  (2) By-laws that provide for consensus decision-making shall define the meaning of consensus, provide for how to determine when consensus cannot be reached and establish the manner of referring any matter on which consensus cannot be reached to a vote.

• Marginal note:Voting requirements satisfied

  (3) A decision made by consensus in accordance with this section is deemed to satisfy any requirement under this Act for the taking of a vote.

Marginal note:Delegation

• 138 (1) Directors of a corporation may appoint from their number a managing director or a committee of directors and delegate to the managing director or committee any of the powers of the directors.

• Marginal note:Limits on authority

  (2) Despite subsection (1), no managing director and no committee of directors has authority to

  • (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;

  • (e) adopt, amend or repeal by-laws; or

  • (f) establish contributions to be made, or dues to be paid, by members under section 30.

Marginal note:Validity of acts of directors and officers

139 An act of a director or an officer is valid despite an irregularity in their election or appointment or a defect in their qualification.

Marginal note:Validity of signed resolutions

• 140 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

• 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 directors.

• 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:Disclosure of interest

• 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

  • (a) is a party to the contract or transaction;

  • (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or

  • (c) has a material interest in a party to the contract or transaction.

• Marginal note:Time of disclosure for director

  (2) The disclosure required by subsection (1) shall be made, in the case of a director,

  • (a) at the meeting at which a proposed contract or transaction is first considered;

  • (b) if the director was not, at the time of the meeting referred to in paragraph (a), interested in the proposed contract or transaction, at the first meeting after the director becomes so interested;

  • (c) if the director becomes interested after a contract or transaction is made, at the first meeting after the director becomes so interested; or

  • (d) if an individual who is interested in a contract or transaction later becomes a director, at the first meeting after the individual becomes a director.

• Marginal note:Time of disclosure for officer

  (3) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director,

  • (a) immediately after the officer becomes aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting;

  • (b) if the officer becomes interested after a contract or transaction is made, immediately after the officer becomes so interested; or

  • (c) if an individual who is interested in a contract or transaction later becomes an officer, immediately after the individual becomes an officer.

• Marginal note:Time of disclosure for director or officer

  (4) If a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the corporation’s activities, would not require approval by the directors or members, a director or an officer shall, immediately after they become aware of the contract or transaction, disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors or of committees of directors, the nature and extent of their interest.

• Marginal note:Voting

  (5) A director required to make a disclosure under subsection (1) shall not vote on any resolution to approve the contract or transaction unless the contract or transaction

  • (a) relates primarily to the director’s remuneration as a director, an officer, an employee, an agent or a mandatary of the corporation or an affiliate;

  • (b) is for indemnity or insurance under section 151; or

  • (c) is with an affiliate.

• Marginal note:Continuing disclosure

  (6) For the purposes of this section, a general notice to the directors declaring that a director or an officer is to be regarded as interested, for any of the following reasons, in a contract or transaction made with a party, is a sufficient declaration of interest in relation to the contract or transaction:

  • (a) the director or officer is a director or an officer, or acting in a similar capacity, of a party referred to in paragraph (1)(b) or (c);

  • (b) the director or officer has a material interest in the party; or

  • (c) there has been a material change in the nature of the director’s or the officer’s interest in the party.

• Marginal note:Access to disclosures

  (7) The members of the corporation may examine the portions of any minutes of meetings of directors or of committees of directors that contain disclosures under this section, and of any other documents that contain those disclosures, during the corporation’s usual business hours.

• Marginal note:Avoidance standards

  (8) A contract or transaction for which disclosure is required under subsection (1) is not invalid, and the director or officer is not accountable to the corporation or its members for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or of the committee of directors that considered the contract or transaction, if

  • (a) disclosure of the interest was made in accordance with this section;

  • (b) the directors approved the contract or transaction; and

  • (c) the contract or transaction was reasonable and fair to the corporation when it was approved.

• Marginal note:Confirmation by members

  (9) Even if the conditions of subsection (8) are not met, a director or an officer, acting honestly and in good faith, is not accountable to the corporation or to its members for any profit realized from a contract or transaction for which disclosure is required under subsection (1), and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, if

  • (a) the contract or transaction is approved or confirmed by special resolution at a meeting of the members;

  • (b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature and extent before the contract or transaction was approved or confirmed; and

  • (c) the contract or transaction was reasonable and fair to the corporation when it was approved or confirmed.

• Marginal note:Application to court

  (10) If a director or an officer of a corporation fails to comply with this section, a court may, on the application of the corporation or any of its members, set aside or annul the contract or transaction on any terms that it thinks fit, require the director or officer to account to the corporation for any profit or gain realized on the contract or transaction or make any other order that the court thinks fit.