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

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.