GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Not-for-profit Corporations Act — C-7.75 158
Power to discipline a member 158 The articles or by-laws may provide that the directors, the members or any committee of directors or members of a corporation have power to discipline a member or to terminate their membership. If the articles or by-laws provide for such a power, they shall set out the circumstances and the manner in which that power may be exercised.
Canada Not-for-profit Corporations Act — C-7.75 159
Place of meetings 159 (1) Meetings of members of a corporation shall be held within Canada at the place provided in the by-laws or, in the absence of such a provision, at the place that the directors determine. Meeting outside Canada (2) Despite subsection (1), a meeting of members of a corporation may be held at a place outside Canada if the place is specified in the articles or all the members entitled to vote at the meeting agree that the meeting is to be held at that place. Exception (3) A member who attends a meeting of members held outside Canada is deemed to have agreed to it being held outside Canada except when the member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held. Participation in meeting by electronic means (4) Unless the by-laws otherwise provide, any person entitled to attend a meeting of members may participate in the meeting, in accordance with the regulations, if any, by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the corporation makes available such a communication facility. A person so participating in a meeting is deemed for the purposes of this Act to be present at the meeting. Meeting held by electronic means (5) If the directors or members of a corporation call a meeting of members under this Act and if the by-laws so provide, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
Canada Not-for-profit Corporations Act — C-7.75 160
Calling annual meetings 160 (1) The directors of a corporation shall call an annual meeting of members (a) not later than the prescribed period after the corporation comes into existence; and (b) subsequently, not later than the prescribed period after holding the preceding annual meeting but no later than the prescribed period after the end of the corporation’s preceding financial year. Authorization to delay calling of annual meeting (2) On application of the corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to extend the time for calling an annual meeting if the Director reasonably believes that members will not be prejudiced. Calling special meetings (3) The directors of a corporation may at any time call a special meeting of members.
Canada Not-for-profit Corporations Act — C-7.75 161
Fixing record date 161 (1) The directors may fix, as a record date for any of the following purposes, a date that is within the period that is prescribed in relation to that purpose, namely, record dates for (a) determining members entitled to receive notice of a meeting of members; (b) determining members entitled to vote at a meeting of members; (c) determining members entitled to participate in a liquidation distribution; or (d) determining members for any other purpose. No record date fixed (2) If no record date is fixed by the directors, (a) the record date for the determination of members entitled to receive notice of a meeting of members is (i) at the close of business on the day immediately preceding the day on which the notice is given, or (ii) if no notice is given, the day on which the meeting is held; (b) the record date for the determination of members entitled to vote at a meeting of members is (i) if a record date has been fixed under paragraph (1)(a), the day that is the prescribed period after that date, and (ii) otherwise, the date that is the record date under paragraph (a); and (c) the record date for the determination of members for any purpose other than to establish a member’s right to receive notice of a meeting or to vote shall be at the close of business on the day on which the directors pass the resolution relating to the record date.
Canada Not-for-profit Corporations Act — C-7.75 162
Notice provided for in by-laws 162 (1) The corporation shall give members entitled to vote at a meeting of members notice of the time and place of the meeting in accordance with the by-laws and the regulations. The provisions of the by-laws respecting the giving of notice shall comply with any prescribed requirements. Non-compliance of by-laws (2) If the provisions of the by-laws do not comply with the prescribed requirements, the corporation shall send, unless the regulations provide otherwise, the notice to the members within the prescribed period. Notice to public accountant and directors (3) The corporation shall send the public accountant and directors notice of the time and place of any meeting of members within the prescribed period. Waiver of notice (4) Any person who is entitled to notice of a meeting of members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Application for authorization (5) On application of the corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to give notice of the meeting to members in any manner if the Director reasonably believes that members will not be prejudiced. Exception — members not registered (6) The corporation is not required to give notice to members who were not registered on the records of the corporation on the record date determined under paragraph 161 (1)(a) or subsection 161 (2), but a member that is not given notice of the meeting is not deprived of the right to vote at that meeting. Adjournment (7) If a meeting of members is adjourned for less than the prescribed period, it is not necessary, unless the by-laws otherwise provide, that any person be notified of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. Notice of adjourned meeting (8) If a meeting of members is adjourned by one or more adjournments for an aggregate of days that is more than the prescribed period, notice of the adjournment shall be given to members entitled to vote at the meeting, the directors and the public accountant in the manner referred to in subsections (1) to (4). Business (9) All business transacted at a special meeting of members and all business transacted at an annual meeting of members, except consideration of the financial statements, public accountant’s report, election of directors and re-appointment of the incumbent public accountant, is special business. Notice of business (10) Notice of a meeting of members at which special business is to be transacted shall (a) state the nature of that business in sufficient detail to permit a member to form a reasoned judgment on the business; and (b) state the text of any special resolution to be submitted to the meeting.
Canada Not-for-profit Corporations Act — C-7.75 164
Quorum set in by-laws 164 (1) The by-laws may set out the quorum for a meeting of members, but the quorum set out shall be in conformity with any prescribed requirements. Quorum in any other case (2) If the by-laws do not set out such a quorum, the quorum is a majority of members entitled to vote at the meeting. Opening quorum sufficient (3) If a quorum is present at the opening of a meeting of members, the members present may, unless the by-laws otherwise provide, proceed with the business of the meeting, even if a quorum is not present throughout the meeting. Adjournment (4) If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business. One member meeting (5) If a corporation has only one member, or only one member in any class or group of members, the member present in person or who submits a vote that meets the requirements of section 171 constitutes a meeting.
Canada Not-for-profit Corporations Act — C-7.75 165
Voting 165 (1) Subject to section 171 and the by-laws, voting at a meeting of members shall be by show of hands, except if a ballot is demanded by a member entitled to vote at the meeting. Ballot (2) A member may demand a ballot either before or after any vote by show of hands. Electronic voting (3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in that subsection may be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility, if the corporation makes available such a communication facility. Voting while participating electronically (4) Unless the by-laws otherwise provide, any person participating in a meeting of members under subsection 159 (4) or (5) and entitled to vote at that meeting may vote, and that vote may be held, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.
Canada Not-for-profit Corporations Act — C-7.75 166
Resolution in lieu of meeting 166 (1) Except where a written statement is submitted by a director under subsection 131 (1) or by a public accountant under subsection 187 (4), (a) a resolution in writing signed by all the members entitled to vote on that resolution at a meeting of members is as valid as if it had been passed at a meeting of the members; and (b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of members, and signed by all the members entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of members. Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of members. Evidence (3) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chairperson of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
Canada Not-for-profit Corporations Act — C-7.75 167
Requisition of meeting 167 (1) The members of a corporation who hold the prescribed percentage of votes that may be cast at a meeting of members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition. Form (2) The requisition referred to in subsection (1), which may consist of several documents of similar form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation. Directors calling meeting (3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless (a) a record date has been fixed under paragraph 161 (1)(a); (b) the directors have called a meeting of members and have given notice of the meeting under section 162 ; or (c) the business of the meeting as stated in the requisition includes matters described in paragraphs 163 (6)(b) to (f). Member calling meeting (4) If the directors do not call a meeting within the prescribed period after receiving the requisition referred to in subsection (1), any member who signed the requisition may call the meeting. Procedure (5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws and this Part. Reimbursement (6) Unless the members otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the members for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
Canada Not-for-profit Corporations Act — C-7.75 168
Meeting called by court 168 (1) A court, on the application of a director, a member who is entitled to vote at a meeting of members or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if (a) it is not practicable to call the meeting within the time or in the manner in which it is otherwise to be called; (b) it is not practicable to conduct the meeting in the manner required by this Act or the by-laws; or (c) the court thinks that the meeting should be called, held and conducted within the time or in the manner that it directs for any other reason. Varying quorum (2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section. Valid meeting (3) A meeting called, held and conducted under this section is for all purposes a meeting of members of the corporation duly called, held and conducted.
Canada Not-for-profit Corporations Act — C-7.75 169
Court review of election 169 (1) A corporation or a member or director may apply to a court to determine any controversy with respect to an election or appointment of a director or public accountant of the corporation. Powers of court (2) On an application under this section, the court may make (a) an order restraining a director or public accountant whose election or appointment is challenged from acting pending determination of the dispute; (b) an order declaring the result of the disputed election or appointment; (c) an order requiring a new election or appointment, and including in the order directions for the management of the activities and affairs of the corporation until a new election is held or appointment made; (d) an order determining the voting rights of members and of persons claiming to hold memberships; and (e) any other order that it thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 170
Unanimous member agreement 170 (1) An otherwise lawful written agreement among all the members of a corporation that is not a soliciting corporation, or among all the members and one or more persons who are not members, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation is valid. Declaration by sole member (2) A written declaration of the sole member of a corporation that similarly restricts the directors’ powers is valid. Constructive party (3) A person who becomes a member of a corporation that is subject to a unanimous member agreement is deemed to be a party to the agreement. When no notice given (4) If notice is not given to a member of the existence of a unanimous member agreement, in the manner referred to in subsection 42 (2) or otherwise, the member may, no later than the prescribed period after they become aware of the existence of the agreement, rescind the transaction by which they acquired the membership and, within that period, the member is entitled to the return of any amount paid in respect of the membership. Rights of member (5) To the extent that a unanimous member agreement restricts the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation, parties to the agreement who are given that power to manage or supervise the management of the activities and affairs of the corporation have all the rights, powers, duties and liabilities of a director of the corporation, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 146 , to the same extent. Discretion of members (6) Nothing in this section prevents members from fettering their discretion when exercising the powers of directors under a unanimous member agreement. No absentee voting (7) Members that are party to a unanimous member agreement may not vote in accordance with section 171 when exercising the authority delegated to them under the agreement. Termination (8) If the unanimous member agreement does not provide for its termination, the members may terminate the agreement by a special resolution.
Canada Not-for-profit Corporations Act — C-7.75 171
Absentee voting 171 (1) The by-laws of a corporation may provide for any prescribed methods of voting by members not in attendance at a meeting of members. If the by-laws so provide, they shall set out procedures for collecting, counting and reporting the results of any vote. Application for authorization (2) On application of the corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to permit members to vote by any method if the Director reasonably believes that the members and the corporation will not be prejudiced.
Canada Not-for-profit Corporations Act — C-7.75 172
Annual financial statements 172 (1) The directors of a corporation shall place before the members at every annual meeting (a) prescribed comparative financial statements that conform to any prescribed requirements and relate separately to (i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and (ii) the immediately preceding financial year; (b) the report of the public accountant, if any; and (c) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous member agreement. Exception (2) Despite paragraph (1)(a), the financial statements referred to in subparagraph (1)(a)(ii) may be omitted if the reason for the omission is set out in the financial statements, or in a note to those statements, to be placed before the members at an annual meeting.
Canada Not-for-profit Corporations Act — C-7.75 173
Application for exemption 173 On the application of a corporation, the Director may exempt the corporation, on any terms that the Director thinks fit, from any requirement in this Part if the Director reasonably believes that the detriment that may be caused to the corporation by the requirement outweighs its benefit to the members or, in the case of a soliciting corporation, the public.
Canada Not-for-profit Corporations Act — C-7.75 174
Consolidated statements 174 (1) A corporation shall keep at its registered office a copy of the financial statements of each of its subsidiaries and of each body corporate the accounts of which are consolidated in the financial statements of the corporation. Examination (2) Members of a corporation and their personal representatives may on request examine the statements referred to in subsection (1) during the corporation’s usual business hours and make copies or take extracts free of charge. Barring examination (3) On the application of a corporation made within the prescribed period after a request to examine under subsection (2), a court may, if it is satisfied that the examination would be detrimental to the corporation or a subsidiary, bar the right to examine and make any further order that it thinks fit. Notice to Director (4) A corporation shall give the Director and the person asking to examine under subsection (2) notice of an application under subsection (3), and the Director and the person may appear and be heard in person or by counsel.
Canada Not-for-profit Corporations Act — C-7.75 175
Copies to members 175 (1) A corporation, within the prescribed period, shall send a copy or summary of the documents referred to in subsection 172 (1) or a copy of a publication of the corporation reproducing the information contained in the documents or summary to each member, other than a member who, in writing, declines to receive such documentation. A corporation that sends a summary to a member shall also inform that member of the procedure for obtaining a copy of the documents free of charge. Notice (2) A corporation, instead of sending the documentation referred to in subsection (1), may, if the by-laws so provide, give members notice in the manner referred to in section 162 that the documents referred to in subsection 172 (1) are available at the registered office of the corporation and that any member may, on request, obtain a copy free of charge at the office or by prepaid mail.
Canada Not-for-profit Corporations Act — C-7.75 176
Copies to Director 176 (1) A soliciting corporation shall send a copy of the documents referred to in subsection 172 (1) to the Director (a) not less than the prescribed period before each annual meeting of members, or without delay after a resolution referred to in paragraph 166 (1)(b) is signed; and (b) in any event within the prescribed period after the preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed, but no later than the prescribed period after the end of the corporation’s preceding financial year. Subsidiary corporation exception (2) A subsidiary corporation is not required to comply with this section if (a) the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and (b) the consolidated or combined financial statements of the holding corporation are included in the documents sent to the Director by the holding corporation in compliance with this section.
Canada Not-for-profit Corporations Act — C-7.75 177
Copies to Director 177 A corporation shall, at the request of the Director, furnish the Director with a copy of the documents referred to in subsection 172 (1).
Canada Not-for-profit Corporations Act — C-7.75 178
Approval of financial statements 178 (1) The directors of a corporation shall approve the financial statements referred to in section 172 and the approval shall be evidenced by the manual signature of one or more directors or a facsimile of the signatures reproduced in the statements. Condition precedent (2) A corporation shall not issue, publish or circulate copies of the financial statements referred to in section 172 unless the financial statements are (a) approved and signed in accordance with subsection (1); and (b) accompanied by the report of the public accountant of the corporation, if any.
Canada Not-for-profit Corporations Act — C-7.75 179
Definition of designated corporation 179 In this Part, designated corporation means (a) a soliciting corporation that has gross annual revenues for its last completed financial year that are equal to or less than the prescribed amount or that is deemed to have such revenues under paragraph 190 (a); and (b) a non-soliciting corporation that has gross annual revenues for its last completed financial year that are equal to or less than the prescribed amount.