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Canada Not-for-profit Corporations Regulations (SOR/2011-223)

Regulations are current to 2022-06-20 and last amended on 2020-01-15. Previous Versions

PART 3Corporate Names (continued)

Confusing Names (continued)

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if its use causes confusion with a trademark, official mark or trade-name, having regard to the circumstances, including

  • (a) the inherent distinctiveness of the whole or any element of the trademark, official mark or trade-name and the extent to which it has become known;

  • (b) the length of time the trademark, official mark or trade-name has been in use;

  • (c) the nature of the goods, services or activities with which the trademark, official mark or trade-name is associated;

  • (d) the nature of the trade with which the trademark, official mark or trade-name is associated;

  • (e) the degree of resemblance between the proposed corporate name and the trademark, official mark or trade-name in appearance or sound or in the ideas suggested by them; and

  • (f) the geographical area in Canada in which the trade-name or proposed corporate name is likely to be used.

 Despite section 44, a corporate name that is confusing with the name of a body corporate that has not carried on activities in the two years immediately before the day on which the Director receives the documents referred to in section 9 or 201 or subsection 208(4), 211(5), 215(5), 216(6) or 219(3) of the Act or a request to reserve a name under subsection 12(1) of the Act is not prohibited for that reason alone if

  • (a) the body corporate has been dissolved; or

  • (b) in the case of a body corporate that has not been dissolved, it consents in writing to the use of the name and undertakes in writing to dissolve immediately or to change its name before the corporation that proposes to use the name begins using it.

 Despite section 44, if a word in a corporate name is confusing with the distinctive element of a trademark, official mark or trade-name, the corporate name is not prohibited for that reason alone if the person who owns the trademark, official mark or trade-name consents in writing to the use of the corporate name.

  •  (1) Despite section 44, a corporate name that is confusing with the name of a body corporate is not prohibited for that reason alone if

    • (a) the corporate name is the name of an existing or a proposed corporation that is the successor to the activities of the body corporate and the body corporate has ceased or will, in the immediate future, cease to carry on activities under that corporate name and undertakes in writing to dissolve or to change its corporate name before the successor corporation begins carrying on activities under that corporate name; and

    • (b) the corporate name of the existing or proposed corporation sets out in numerals the year of incorporation, or the year of the most recent amendment to the corporate name, in parentheses.

  • (2) If a corporate name is changed so that the reference to the year of incorporation or the year of the most recent amendment to the corporate name is deleted at least two years after it is introduced, it is not prohibited for that reason alone.

 Despite section 44, if the corporate name of an amalgamated corporation is the same as the name of one of the amalgamating corporations, it is not prohibited for that reason alone.

  •  (1) Despite section 44, the corporate name of an existing corporation that is the same as the name of an affiliated body corporate from which the existing corporation has acquired or will, in the immediate future, acquire all or substantially all of the property of the body corporate is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the corporation begins using the corporate name.

  • (2) Despite section 44, if the corporate name of a proposed corporation is the same as the name of a body corporate that is to be an affiliate of the proposed corporation from which the proposed corporation will, in the immediate future, acquire all or substantially all of the property of the body corporate, the corporate name is not prohibited for that reason alone if the body corporate undertakes in writing to dissolve, or to change its name, before the proposed corporation begins using the corporate name.

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it is confusing with a corporate name that is reserved by the Director for another person, unless written consent has been obtained from the person for whom the corporate name was reserved.

General Prohibitions

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if the name contains any of the following elements:

  • (a) “cooperative”, “coopérative”, “co-op” or “pool” when it connotes a cooperative venture;

  • (b) “Parliament Hill” or “Colline du Parlement”;

  • (c) “Royal Canadian Mounted Police”, “Gendarmerie royale du Canada”, “RCMP” or “GRC”; and

  • (d) “United Nations”, “Nations Unies”, “UN” or “ONU” when it connotes a relationship to the United Nations.

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited when it connotes that the corporation

  • (a) carries on its activities under royal, vice-regal or governmental patronage, approval or authority, unless Her Majesty or a person, society, authority or organization referred to in paragraph 9(2)(a) of the Trademarks Act consents in writing to the use of the name;

  • (b) is sponsored or controlled by or is connected with the Government of Canada, the government of a province, the government of a country other than Canada or a political subdivision or agency of any such government, unless the appropriate government, political subdivision or agency consents in writing to the use of the name;

  • (c) is sponsored or controlled by or is connected with a university or an association of accountants, architects, engineers, lawyers, physicians or surgeons or another professional association recognized by the laws of Canada or a province, unless the appropriate university or professional association consents in writing to the use of the name;

  • (d) carries on the business of a bank, loan company, insurance company, trust company or another financial intermediary that is regulated by the laws of Canada, unless the Superintendent of Financial Institutions consents in writing to the use of the name; or

  • (e) carries on the business of a stock exchange that is regulated by the laws of a province, unless the relevant provincial securities regulator consents in writing to the use of the name.

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it contains a word or phrase, or connotes an activity, that is obscene.

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if an element of the name is the family name of an individual, whether or not preceded by their given name or initials, unless the individual or their heir or personal representative consents in writing to the use of their name and the individual has or had a personal or other connection to the corporation.

 For greater certainty, a corporate name is not prohibited only because it contains alphabetic or numeric characters, initials, punctuation marks or any combination of those elements.

Non-distinctive Names

  •  (1) For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it

    • (a) is only descriptive, in any language, of the activities of the corporation, of the goods and services in which the corporation deals or intends to deal, or of the quality, function or other characteristic of those goods and services;

    • (b) is primarily or only the name or family name, used alone, of an individual who is living or has died within 30 years before the day on which the Director receives any of the documents referred to in section 9 or 201 or subsection 208(4), 211(5), 215(5), 216(6) or 219(3) of the Act or a request to reserve a name under subsection 12(1) of the Act; or

    • (c) is primarily or only a geographic name that is used alone.

  • (2) Subsection (1) does not apply if a person proposing to use the corporate name establishes that it has been used in Canada or elsewhere by them or by their predecessors so as to have become distinctive in Canada on the day referred to in paragraph (1)(b).

Deceptively Misdescriptive Names

 For the purpose of subsection 13(1) of the Act, a corporate name is prohibited if it is likely to mislead the public, in any language, with respect to any of the following:

  • (a) the activities, goods or services in association with which it is proposed to be used;

  • (b) the conditions under which the goods or services will be produced or supplied or the persons to be employed in the production or supply of the goods or services; and

  • (c) the place of origin of the goods or services.

General

  •  (1) For the purpose of subsection 12(1) of the Act, the prescribed period for a reserved name is 90 days.

  • (2) For the purpose of subsection 12(2) of the Act, the prescribed term is one of the following: “Association”, “Center”, “Centre”, “Fondation”, “Foundation”, “Institut”, “Institute” or “Society”.

 For the purposes of subsections 13(5) and 296(8) of the Act, the prescribed period is 60 days.

PART 4By-Laws and Meetings of Members

By-laws

 For the purpose of section 153 of the Act, the prescribed period is 12 months after the day on which the members confirm or amend the by-law, amendment or repeal.

Time Period for Annual Meeting of Members

  •  (1) For the purpose of paragraph 160(1)(a) of the Act, the prescribed period is 18 months.

  • (2) For the purpose of paragraph 160(1)(b) of the Act, the prescribed period is not later than 15 months after the last preceding annual meeting but not later than six months after the end of the corporation’s preceding financial year.

Record Date

  •  (1) For the purposes of paragraphs 161(1)(a) and (b) of the Act, the prescribed period is 21 to 60 days before the day on which the meeting is to be held.

  • (2) For the purposes of paragraphs 161(1)(c) and (d) of the Act, the prescribed period is 60 days before the day on which the determination is made.

  • (3) For the purpose of subparagraph 161(2)(b)(i) of the Act, the prescribed period is 10 days.

Notice of Meeting of Members

  •  (1) For the purpose of subsection 162(1) of the Act, one or more of the following manners is a prescribed manner of giving notice:

    • (a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held;

    • (b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held;

    • (c) by affixing the notice, no later than 30 days before the day on which the meeting is to be held, to a notice board on which information respecting the corporation’s activities is regularly posted and that is located in a place frequented by members; and

    • (d) in the case of a corporation that has more than 250 members, by publication

      • (i) at least once in each of the three weeks immediately before the day on which the meeting is to be held in one or more newspapers circulated in the municipalities in which the majority of the members of the corporation reside as shown by their addresses in the register of members, or

      • (ii) at least once in a publication of the corporation that is sent to all its members, during a period of 21 to 60 days before the day on which the meeting is to be held.

  • (2) For the purpose of subsection 162(1) of the Act, if the by-laws provide for an electronic means of giving notice, the by-laws shall also set out one or more of the methods set out in paragraphs (1)(a), (c) or (d) as a non-electronic alternative manner of doing so to be used if a member requests that the notice be given by non-electronic means and, despite subsection 162(2) of the Act, if no alternative manner is set out in the by-laws, the corporation shall only send a copy of the notice to members that request a copy.

  • (3) For the purposes of subsections 162(2) and (3) of the Act, the prescribed period is 21 to 60 days before the day on which the meeting is to be held.

  • (4) For the purpose of subsection 162(7) of the Act, the prescribed period is 31 days.

  • (5) For the purpose of subsection 162(8) of the Act, the prescribed period is 30 days.

Member Proposals

 For the purpose of subsection 163(3) of the Act, the prescribed maximum number of words is 500.

 For the purpose of subsection 163(5) of the Act, the prescribed percentage is five per cent.

 For the purpose of paragraph 163(6)(a) of the Act, the prescribed period is 90 to 150 days before the anniversary of the previous annual meeting of members.

 For the purpose of paragraph 163(6)(d) of the Act, the prescribed period is two years.

  •  (1) For the purpose of paragraph 163(6)(e) of the Act, the prescribed minimum amount of support is

    • (a) three per cent of the total number of memberships voted, if the proposal was introduced at one annual meeting of members;

    • (b) six per cent of the total number of memberships voted at its last submission to members, if the proposal was introduced at two annual meetings of members; and

    • (c) 10 per cent of the total number of memberships voted at its last submission to members, if the proposal was introduced at three or more annual meetings of members.

  • (2) For the purpose of paragraph 163(6)(e) of the Act, the prescribed period is five years.

 For the purpose of subsection 163(8) of the Act, the prescribed period is 21 days.

Quorum for Meeting of Members

 For the purpose of subsection 164(1) of the Act, the quorum for a meeting of members set out in the by-laws shall be a fixed number of members, a percentage of members or a number or percentage of members that is determined or determinable by a formula.

Communication Facilities for Meeting of Members

  •  (1) For the purpose of subsection 165(3) of the Act, when a vote is to be taken at a meeting of members, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility

    • (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

    • (b) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member or group of members voted.

  • (2) For the purpose of subsection 165(4) of the Act, a person who is entitled to vote at a meeting of members may vote by means of a telephonic, electronic or other communication facility, if the facility

    • (a) enables the vote to be gathered in a manner that permits its subsequent verification; and

    • (b) permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted.

Requisition of Meeting of Members

  •  (1) For the purpose of subsection 167(1) of the Act, the prescribed percentage is five per cent.

  • (2) For the purpose of subsection 167(4) of the Act, the prescribed period is 21 days.

Unanimous Member Agreements

 For the purpose of subsection 170(4) of the Act, the prescribed period is 30 days.

Absentee Voting

  •  (1) For the purpose of subsection 171(1) of the Act, the prescribed methods of voting are

    • (a) voting by proxy in accordance with subsection (2);

    • (b) voting by mailed-in ballot if the corporation has a system that

      • (i) enables the votes to be gathered in a manner that permits their subsequent verification, and

      • (ii) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted; and

    • (c) voting by means of a telephonic, electronic or other communication facility that

      • (i) enables the votes to be gathered in a manner that permits their subsequent verification, and

      • (ii) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted.

  • (2) Members not in attendance at a meeting of members may vote by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

    • (a) a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;

    • (b) a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary

      • (i) at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or

      • (ii) with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;

    • (c) a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;

    • (d) if a form of proxy is created by a person other than the member, the form of proxy shall

      • (i) indicate, in bold-face type,

        • (A) the meeting at which it is to be used,

        • (B) that the member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and

        • (C) instructions on the manner in which the member may appoint the proxyholder,

      • (ii) contain a designated blank space for the date of the signature,

      • (iii) provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,

      • (iv) provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,

      • (v) provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and

      • (vi) state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;

    • (e) a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;

    • (f) if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and

    • (g) a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting shall contain a specific statement to that effect.

 
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