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

Assented to 2009-06-23

Marginal note:Absolute privilege — defamation
  •  (1) Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.

  • Marginal note:Copy of report

    (2) An inspector shall send to the Director a copy of every report made by the inspector under this Part.

Marginal note:Solicitor-client privilege or professional secrecy

 Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.


Marginal note:Definitions

 The following definitions apply in this Part.


« poursuite »

“action” means an action under this Act.


« plaignant »

“complainant” means

  • (a) a former or present member or debt obligation holder of a corporation or any of its affiliates;

  • (b) a present or former registered holder or beneficial owner of a share of an affiliate of a corporation;

  • (c) a former or present director or officer of a corporation or any of its affiliates;

  • (d) the Director; or

  • (e) any other person who, in the discretion of a court, is a proper person to make an application under this Part.

Marginal note:Derivative action
  •  (1) On the application of a complainant, a court may make an order granting the complainant leave to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which such a body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on its behalf.

  • Marginal note:Conditions precedent

    (2) The court may not make an order under subsection (1) unless the court is satisfied that

    • (a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) within the prescribed period before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring the action, prosecute or defend it diligently or discontinue it;

    • (b) the complainant is acting in good faith; and

    • (c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

  • Marginal note:Faith-based defence

    (3) The court may not make an order under subsection (1) if the court is satisfied that

    • (a) the corporation is a religious corporation;

    • (b) the decision of the directors referred to in paragraph (2)(a) is based on a tenet of faith held by the members of the corporation; and

    • (c) it was reasonable to base the decision on a tenet of faith, having regard to the activities of the corporation.

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