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

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.