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Canada Not-for-profit Corporations Regulations (SOR/2011-223)

Regulations are current to 2019-11-19 and last amended on 2019-06-17. Previous Versions

PART 4By-Laws and Meetings of Members (continued)

Member Proposals

 For the purpose of subsection 163(3) of the Act, the prescribed maximum number of words is 500.

 For the purpose of subsection 163(5) of the Act, the prescribed percentage is five per cent.

 For the purpose of paragraph 163(6)(a) of the Act, the prescribed period is 90 to 150 days before the anniversary of the previous annual meeting of members.

 For the purpose of paragraph 163(6)(d) of the Act, the prescribed period is two years.

  •  (1) For the purpose of paragraph 163(6)(e) of the Act, the prescribed minimum amount of support is

    • (a) three per cent of the total number of memberships voted, if the proposal was introduced at one annual meeting of members;

    • (b) six per cent of the total number of memberships voted at its last submission to members, if the proposal was introduced at two annual meetings of members; and

    • (c) 10 per cent of the total number of memberships voted at its last submission to members, if the proposal was introduced at three or more annual meetings of members.

  • (2) For the purpose of paragraph 163(6)(e) of the Act, the prescribed period is five years.

 For the purpose of subsection 163(8) of the Act, the prescribed period is 21 days.

Quorum for Meeting of Members

 For the purpose of subsection 164(1) of the Act, the quorum for a meeting of members set out in the by-laws shall be a fixed number of members, a percentage of members or a number or percentage of members that is determined or determinable by a formula.

Communication Facilities for Meeting of Members

  •  (1) For the purpose of subsection 165(3) of the Act, when a vote is to be taken at a meeting of members, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility

    • (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

    • (b) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member or group of members voted.

  • (2) For the purpose of subsection 165(4) of the Act, a person who is entitled to vote at a meeting of members may vote by means of a telephonic, electronic or other communication facility, if the facility

    • (a) enables the vote to be gathered in a manner that permits its subsequent verification; and

    • (b) permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted.

Requisition of Meeting of Members

  •  (1) For the purpose of subsection 167(1) of the Act, the prescribed percentage is five per cent.

  • (2) For the purpose of subsection 167(4) of the Act, the prescribed period is 21 days.

Unanimous Member Agreements

 For the purpose of subsection 170(4) of the Act, the prescribed period is 30 days.

Absentee Voting

  •  (1) For the purpose of subsection 171(1) of the Act, the prescribed methods of voting are

    • (a) voting by proxy in accordance with subsection (2);

    • (b) voting by mailed-in ballot if the corporation has a system that

      • (i) enables the votes to be gathered in a manner that permits their subsequent verification, and

      • (ii) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted; and

    • (c) voting by means of a telephonic, electronic or other communication facility that

      • (i) enables the votes to be gathered in a manner that permits their subsequent verification, and

      • (ii) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted.

  • (2) Members not in attendance at a meeting of members may vote by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

    • (a) a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;

    • (b) a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary

      • (i) at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or

      • (ii) with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;

    • (c) a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;

    • (d) if a form of proxy is created by a person other than the member, the form of proxy shall

      • (i) indicate, in bold-face type,

        • (A) the meeting at which it is to be used,

        • (B) that the member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and

        • (C) instructions on the manner in which the member may appoint the proxyholder,

      • (ii) contain a designated blank space for the date of the signature,

      • (iii) provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,

      • (iv) provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,

      • (v) provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and

      • (vi) state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;

    • (e) a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;

    • (f) if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and

    • (g) a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting shall contain a specific statement to that effect.

PART 5Financial Disclosure

General

 For the purpose of paragraph 172(1)(a) of the Act, the comparative financial statements shall, except as otherwise provided by this Part, be prepared in accordance with the generally accepted accounting principles set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook, as amended from time to time.

  • SOR/2016-98, s. 7

 For the purpose of subsection 174(3) of the Act, the prescribed period is 15 days.

 For the purpose of subsection 175(1) of the Act, the prescribed period is 21 to 60 days before the day on which an annual meeting of members is held or before the day on which a resolution is signed under section 166 of the Act, as the case may be.

  •  (1) For the purpose of paragraph 176(1)(a) of the Act, the prescribed period is 21 days.

  • (2) For the purpose of paragraph 176(1)(b) of the Act, the prescribed period after the day on which the preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed is 15 months and the prescribed period after the end of the corporation’s preceding financial year is six months.

 
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