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

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.

Marginal note:Right to submit and discuss

• 163 (1) A member entitled to vote at an annual meeting of members may

  • (a) submit to the corporation notice of any matter that the member proposes to raise at the meeting, referred to in this section as a “proposal”; and

  • (b) discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.

• Marginal note:Proposal set out in notice

  (2) A corporation shall include the proposal in the notice of meeting required under section 162.

• Marginal note:Supporting statement

  (3) If so requested by the member who submits a proposal, the corporation shall include in the notice of meeting a statement in support of the proposal by the member and the name and address of the member. The statement and the proposal shall together not exceed the prescribed maximum number of words.

• Marginal note:Payment

  (4) The member who submitted the proposal shall pay any cost of including the proposal and any statement in the notice of the meeting at which the proposal is to be presented, unless it is otherwise provided in the by-laws or in an ordinary resolution of the members present at the meeting.

• Marginal note:Proposal nominating directors

  (5) A proposal may include nominations for the election of directors if the proposal is signed by not less than the prescribed percentage of the members of a class or group of members of the corporation entitled to vote at the meeting at which the proposal is to be presented or any lesser number of members as provided in the by-laws, but this subsection does not preclude nominations made at a meeting of members.

• Marginal note:Exception

  (6) A corporation is not required to comply with subsections (2) and (3) if

  • (a) the proposal is not submitted to the corporation within the prescribed period;

  • (b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers, members or debt obligation holders;

  • (c) it clearly appears that the proposal does not relate in a significant way to the activities or affairs of the corporation;

  • (d) not more than the prescribed period before the receipt of the proposal, the member failed to present — in person or, if authorized by the by-laws, by proxy — at a meeting of members, a proposal that at the member’s request had been included in a notice of meeting;

  • (e) substantially the same proposal was submitted to members in a notice of a meeting of members held not more than the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or

  • (f) the rights conferred by this section are being abused to secure publicity.

• Marginal note:Immunity

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

• Marginal note:Notice of refusal

  (8) If a corporation refuses to include a proposal in a notice of meeting, it shall, within the prescribed period after the day on which it receives the proposal, notify in writing the member submitting the proposal of its intention to omit it from the notice of meeting and of the reasons for the refusal.

• Marginal note:Member may apply to court

  (9) On the application of a member submitting a proposal who is aggrieved by the refusal, a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.

• Marginal note:Corporation’s application to court

  (10) On the application of the corporation or any other person aggrieved by a proposal, a court may, if it is satisfied that subsection (6) applies, make an order permitting the corporation to omit the proposal from the notice of meeting and may make any further order that it thinks fit.

• Marginal note:Director entitled to notice

  (11) An applicant under subsection (9) or (10) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.

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.