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

Marginal note:Requirement for statutory declaration — register of members

• 23 (1) A member or a member’s personal representative who wishes to examine the register of members of a corporation shall first make a request to the corporation or its agent or mandatary accompanied by a statutory declaration referred to in subsection (5). Within the prescribed period, the corporation or its agent or mandatary shall allow the applicant access to the register during the corporation’s usual business hours and, on payment of any reasonable fee, provide the applicant with an extract from the register.

• Marginal note:List of members

  (2) Any person described in subsection (1) and debt obligation holders, on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of members setting out the prescribed information and updated in accordance with the regulations.

• Marginal note:Limitation

  (3) A person described in subsection (1) may only make an application under subsection (2) once in each calendar year. In addition, an application may be made before each special meeting of members of which the person receives notice.

• Marginal note:Application of debt obligation holder

  (4) A debt obligation holder may make an application to obtain a list of members only after receiving notice of a meeting of members at which the holder has the right to vote.

• Marginal note:Contents of statutory declaration

  (5) The statutory declaration required under subsection (1) or (2) shall

  • (a) state the name and address of the applicant and, if the applicant is a body corporate, its address for service; and

  • (b) state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (7) or (8).

• Marginal note:Person making statutory declaration

  (6) If the applicant is a body corporate, the statutory declaration shall be made by a director or officer of the body corporate.

• Marginal note:Use of information or list by members

  (7) A member or a member’s personal representative who obtains a list of members or information from a register of members under this section shall not use the list or information except in connection with

  • (a) an effort to influence the voting of members;

  • (b) requisitioning a meeting of members; or

  • (c) any other matter relating to the affairs of the corporation.

• Marginal note:Use of information or list by debt obligation holders

  (8) A debt obligation holder who obtains a list of members under this section shall not use the list except in connection with an effort to influence the voting of members on any issue that the holder has a right to vote on.

Marginal note:Examination by Director

• 24 (1) The Director may examine the records described in subsection 21(1) during the corporation’s usual business hours and may take extracts from the records free of charge.

• Marginal note:Requirement to provide list

  (2) The Director may require the corporation or its agent or mandatary to furnish to the Director within the prescribed period a list of members or debt obligation holders setting out the prescribed information and updated in accordance with the regulations.

Marginal note:Application for authorization — corporation

• 25 (1) On the application of a corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to refuse, in whole or in part, to allow access to corporate records or to furnish information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.

• Marginal note:Application for direction — member

  (2) On the application of any member, the Director may direct the corporation, on any terms that the Director thinks fit, not to allow, in whole or in part, access to corporate records or not to furnish, in whole or in part, information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.

Marginal note:Form of records

• 26 (1) All registers and other records required by this Act to be prepared and maintained may be in any form, provided that the records are capable of being reproduced in intelligible written form within a reasonable time.

• Marginal note:Precautions

  (2) A corporation and its agents and mandataries shall take reasonable precautions to prevent the loss or destruction of the registers and other records required under this Act, to prevent the falsification of entries in those registers and records and to facilitate the detection and correction of inaccuracies in them.

Marginal note:Validity of unsealed documents

27 A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it.

PART 5Corporate Finance

Marginal note:Borrowing powers

• 28 (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors of a corporation may, without authorization of the members,

  • (a) borrow money on the credit of the corporation;

  • (b) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;

  • (c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and

  • (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation.

• Marginal note:Delegation of borrowing powers

  (2) Despite subsection 138(2) and paragraph 142(a), unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer.

Marginal note:Repayment

• 29 (1) Debt obligations issued, pledged, hypothecated or deposited by a corporation are not redeemed by reason only that the indebtedness evidenced by the debt obligations or in respect of which the debt obligations are issued, pledged, hypothecated or deposited is repaid.

• Marginal note:Acquisition and reissue of debt obligations

  (2) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any existing or future obligation of the corporation, and such an acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations.

Marginal note:Annual contributions or dues

30 Subject to the articles, the by-laws and any unanimous member agreement, the directors may require members to make an annual contribution or pay annual dues and may determine the manner in which the contribution is to be made or the dues are to be paid.

Marginal note:Ownership of property

31 A corporation owns any property of any kind that is transferred to or otherwise vested in the corporation and does not hold any property in trust unless that property was transferred to the corporation expressly in trust for a specific purpose or purposes.

Marginal note:Directors not trustees

32 Directors are not, in that capacity, trustees for any property of the corporation, including property held in trust by the corporation.

Marginal note:Investments by corporation

33 Subject to the limitations accompanying any gift and the articles or by-laws, a corporation may invest its funds as its directors think fit.

Marginal note:Distribution of property, accretions or profits

• 34 (1) Subject to subsection (2), no part of a corporation’s profits or of its property or accretions to the value of the property may be distributed, directly or indirectly, to a member, a director or an officer of the corporation except in furtherance of its activities or as otherwise permitted by this Act.

• Marginal note:Distribution to member

  (2) If a member of a corporation is an entity that is authorized to carry on activities on behalf of the corporation, the corporation may distribute any of its money or other property to the member to carry on those activities.

Marginal note:Surrendered memberships

35 A corporation may accept a membership in the corporation surrendered to it as a gift including, in Quebec, a legacy and may extinguish or reduce a liability respecting an amount unpaid on that membership.

Marginal note:Liability

• 36 (1) The members of a corporation are not, in that capacity, liable for any liability of the corporation, including any arising under paragraph 253(3)(f) or (g), or any act or default of the corporation, except as otherwise provided by this Act.

• Marginal note:Lien on membership

  (2) Subject to subsection 42(2), the articles may provide that the corporation has a lien on a membership registered in the name of a member or the member’s personal representative for a debt of that member to the corporation, including an amount unpaid in respect of a membership issued by a body corporate on the date it was continued as a corporation under this Act.

• Marginal note:Enforcement of lien

  (3) A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws.

PART 6Debt Obligations, Certificates, Registers and Transfers

Interpretation

Marginal note:Definitions

• 37 (1) The following definitions apply in this Part.

  adverse claim

  adverse claim, in respect of a debt obligation, includes a claim that a transfer was or would be wrongful or that a particular adverse person is the owner of or has an interest or right in the debt obligation. (opposition)

  bearer

  bearer means the person who is in possession of a debt obligation that is payable to bearer or endorsed in blank. (porteur)

  broker

  broker means a person who is engaged in whole or in part in the business of buying and selling debt obligations and who, in the transaction concerned, acts for, buys a debt obligation from or sells a debt obligation to a customer. (courtier)

  delivery

  delivery means voluntary transfer of possession. (livraison ou remise)

  fiduciary

  fiduciary means any person who acts in a fiduciary capacity or as the administrator of the property of others and includes a personal representative of a deceased person. (représentant)

  good faith

  good faith means honesty in fact in the conduct of the transaction concerned. (bonne foi)

  good faith purchaser

  good faith purchaser means a purchaser for value in good faith and without notice of any adverse claim who takes delivery of a debt obligation. (acquéreur de bonne foi)

  holder

  holder means a person who is in possession of a debt obligation that is issued or endorsed to the person, to bearer or in blank. (détenteur)

  overissue

  overissue means the issue of debt obligations in excess of any maximum number of debt obligations that the issuer is authorized by a trust indenture to issue. (émission excédentaire)

  purchaser

  purchaser means a person who takes an interest or right in a debt obligation by sale, mortgage, hypothec, pledge, issue, reissue, gift or any other voluntary transaction. (acquéreur)

  transfer

  transfer includes transmission by operation of law. (transfert)

  trust indenture

  trust indenture means a trust indenture as defined in subsection 104(1). (acte de fiducie)

  valid

  valid means issued in accordance with the applicable law and the by-laws of the issuer, or validated under section 54. (valide)

• Marginal note:Negotiable instruments

  (2) Except when a transfer is restricted and noted on a debt obligation in accordance with subsection 42(2), a debt obligation is a negotiable instrument.

• Marginal note:Registered form

  (3) A debt obligation is in registered form if

  • (a) it specifies a person who is entitled to the debt obligation or to the rights it evidences, and its transfer is capable of being recorded in a debt obligations register; or

  • (b) it bears a statement that it is in registered form.

• Marginal note:Order form

  (4) A debt obligation is in order form if, by its terms, it is payable to the order of a person specified with reasonable certainty in it or to a person to whom it is assigned.

• Marginal note:Bearer form

  (5) A debt obligation is in bearer form if it is payable to bearer according to its terms and not by reason of an endorsement.

• Marginal note:Guarantor or surety for issuer

  (6) A guarantor or, in Quebec, a surety for an issuer is deemed to be an issuer to the extent of the guarantee, whether or not the obligation is noted on the debt obligation.

Debt Obligation Certificates

Marginal note:Debt obligation certificate

38 An issuer shall provide a debt obligation holder, on request, with

• (a) a debt obligation certificate that complies with this Act; or

• (b) a non-transferable written acknowledgement of their right to obtain a debt obligation certificate.

Marginal note:Fee

39 An issuer may charge a reasonable fee for a debt obligation certificate issued in respect of a transfer.

Marginal note:Jointly held debt obligations

40 If debt obligations are held by more than one person,

• (a) an issuer is not required to issue more than one debt obligation certificate in respect of those debt obligations; and

• (b) delivery of a debt obligation certificate to one of the holders is sufficient delivery to them all.

Marginal note:Signatures

• 41 (1) A debt obligation certificate shall be signed by at least one of the following persons, or a facsimile of the signature shall be reproduced on the certificate:

  • (a) a director or officer of the issuer;

  • (b) a transfer agent or branch transfer agent of the issuer, or an individual acting on their behalf; or

  • (c) a trustee who certifies it in accordance with a trust indenture.

• Marginal note:Former director or officer

  (2) An issuer may issue debt obligation certificates that contain the signature of a person who is no longer a director or officer and the validity of the certificate is not adversely affected.