Government of Canada / Gouvernement du Canada
Symbol of the Government of Canada

Search

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

Act current to 2019-11-19 and last amended on 2018-05-01. Previous Versions

PART 9Directors and Officers (continued)

Marginal note:Officer — reasonable diligence

  •  (1) An officer has complied with his or her duties under subsection 148(2) if the officer exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on a report of a person whose profession lends credibility to a statement made by that person.

  • Marginal note:Officer — good faith

    (2) An officer has complied with his or her duties under subsection 148(1) if the officer relied in good faith on a report of a person whose profession lends credibility to a statement made by that person.

Marginal note:Indemnification

  •  (1) A corporation may indemnify a present or former director or officer of the corporation, or another individual who acts or acted at the corporation’s request as a director or an officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity.

  • Marginal note:Advance of costs

    (2) A corporation may advance money to a director, an officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). The individual shall repay the money if the individual does not fulfil the conditions of subsection (3).

  • Marginal note:Limitation

    (3) A corporation may not indemnify an individual under subsection (1) unless the individual

    • (a) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and

    • (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that their conduct was lawful.

  • Marginal note:Indemnification

    (4) A corporation may, with the approval of a court, indemnify an individual referred to in subsection (1), or advance money under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1), against all costs, charges and expenses reasonably incurred by the individual in connection with the action, if the individual fulfils the conditions set out in subsection (3).

  • Marginal note:Right to indemnity

    (5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in that subsection, if the individual seeking indemnity

    • (a) was not judged by the court or other competent authority to have committed any fault or to have omitted to do anything that the individual ought to have done; and

    • (b) fulfils the conditions set out in subsection (3).

  • Marginal note:Insurance

    (6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual

    • (a) in the individual’s capacity as a director or an officer of the corporation; or

    • (b) in the individual’s capacity as a director or an officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request.

  • Marginal note:Application to court

    (7) On the application of a corporation or an individual or entity referred to in subsection (1), a court may approve an indemnity under this section and make any further order that it thinks fit.

  • Marginal note:Other notice

    (8) On an application under subsection (7), the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel.

PART 10By-laws and Members

Marginal note:By-laws

  •  (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197(1).

  • Marginal note:Member approval

    (2) The directors shall submit the by-law, amendment or repeal to the members at the next meeting of members, and the members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal.

  • Marginal note:Effective date

    (3) Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. If the by-law, amendment or repeal is confirmed, or confirmed as amended, by the members it remains effective in the form in which it was confirmed.

  • Marginal note:Ceasing to have effect

    (4) The by-law, amendment or repeal ceases to have effect if it is not submitted by the directors to the members as required under subsection (2) or if it is rejected by the members.

  • Marginal note:Subsequent resolution

    (5) If a by-law, an amendment or a repeal ceases to have effect, a subsequent resolution of the directors that has substantially the same purpose or effect is not effective until it is confirmed, or confirmed as amended, by the members.

  • Marginal note:Member proposal

    (6) A member entitled to vote at an annual meeting of members may, in accordance with section 163, make a proposal to make, amend or repeal a by-law.

Marginal note:Copies to Director

 A corporation shall, within the prescribed period, send to the Director a copy of any by-law, amendment or repealed by-law, except for those that have been rejected by the members.

Marginal note:Conditions of membership

  •  (1) The by-laws shall set out the conditions required for being a member of the corporation, including whether a corporation or other entity may be a member.

  • Marginal note:Classes of membership

    (2) If the articles provide for two or more classes or groups of members, the by-laws shall provide

    • (a) the conditions for membership in each class or group;

    • (b) the manner of withdrawing from a class or group or transferring membership to another class or group and any conditions of transfer; and

    • (c) the conditions on which membership in a class or group ends.

  • Marginal note:Voting rights — one class or group

    (3) The members of a corporation that has only one class or group of members have the right to vote at any meeting of the members.

  • Marginal note:Voting rights — several classes or groups

    (4) If the articles provide for two or more classes or groups of members, the articles shall provide the members of at least one class or group with the right to vote at a meeting of members.

  • Marginal note:Right to vote

    (5) Unless the articles otherwise provide, each member is entitled to one vote at a meeting of members.

  • Marginal note:Representative

    (6) The corporation shall recognize any individual authorized by a member corporation or other entity to represent the member at meetings.

  • Marginal note:Powers of representative

    (7) The individual may exercise on behalf of the member corporation or other entity all the powers of that corporation or entity.

  • Marginal note:Transfer of membership

    (8) Unless the by-laws otherwise provide, a membership may be transferred only to the corporation.

Marginal note:Issuance of memberships

 The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws.

Marginal note:Termination of membership

 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.

 
Date modified: