GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Not-for-profit Corporations Act — C-7.75 180
Qualification of public accountant 180 (1) In order to be a public accountant of a corporation, a person shall (a) be a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province; (b) meet any qualifications under an enactment of a province for performing any duty that the person is required to perform under sections 188 to 191 ; and (c) subject to subsection (6), be independent of the corporation, its affiliates, or the directors or officers of the corporation or its affiliates. Independence (2) For the purposes of this section, (a) independence is a question of fact; and (b) a person is deemed not to be independent if that person or their business partner (i) is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or is a business partner of any director, officer or employee of the corporation or any of its affiliates, (ii) beneficially owns or controls, directly or indirectly, a material interest in the debt obligations of the corporation or any of its affiliates, or (iii) has been a receiver, receiver-manager, sequestrator, liquidator or trustee in bankruptcy of the corporation or any of its affiliates within two years before the person’s proposed appointment as public accountant of the corporation. Business partners (3) For the purposes of subsection (2), a person’s business partner includes a shareholder or member of that person. Duty to resign (4) A public accountant who becomes disqualified under this section shall, subject to subsection (6), resign immediately after becoming aware of the disqualification. Disqualification order (5) On the application of an interested person, a court may make an order declaring a public accountant to be disqualified under this section and the office of public accountant to be vacant. Relieving order (6) On the application of an interested person, a court may, if it is satisfied that the order would not unfairly prejudice the members of the corporation, make an order on any terms that it thinks fit relieving a public accountant from meeting any requirement under subsection (1). The order may have retroactive effect.
Canada Not-for-profit Corporations Act — C-7.75 181
Appointment of public accountant 181 (1) Subject to section 182 , members of a corporation shall, by ordinary resolution, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting. Eligibility (2) A public accountant appointed under section 127 is eligible for appointment under subsection (1). Incumbent public accountant (3) If a public accountant is not appointed at a meeting of members and if no resolution is taken under section 182 , the incumbent public accountant continues in office until a successor is appointed. Remuneration (4) The remuneration of a public accountant may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors.
Canada Not-for-profit Corporations Act — C-7.75 182
Dispensing with public accountant 182 (1) Members of a designated corporation may resolve not to appoint a public accountant, but the resolution is not valid unless all the members entitled to vote at an annual meeting of members consent to the resolution. Validity of resolution (2) The resolution is valid until the following annual meeting of members.
Canada Not-for-profit Corporations Act — C-7.75 183
Ceasing to hold office 183 (1) A public accountant of a corporation ceases to hold office when the public accountant (a) dies or resigns; or (b) is removed under section 184 . Effective date of resignation (2) A resignation of a public accountant becomes effective at the time a written resignation is sent to the corporation or at the time specified in the resignation, whichever is later.
Canada Not-for-profit Corporations Act — C-7.75 184
Removal of public accountant 184 (1) The members of a corporation may by ordinary resolution at a special meeting remove a public accountant from office, other than a public accountant appointed by a court under section 186 . Vacancy (2) A vacancy created by the removal of a public accountant may be filled at the meeting at which the public accountant is removed or, if not so filled, may be filled under section 185 .
Canada Not-for-profit Corporations Act — C-7.75 185
Filling vacancy 185 (1) Subject to subsection (3), the directors shall immediately fill a vacancy in the office of public accountant. Calling meeting (2) If there is not a quorum of directors, the directors then in office shall, within the prescribed period after a vacancy in the office of public accountant occurs, call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors, the meeting may be called by any member. Members filling vacancy (3) The articles of a corporation may provide that a vacancy in the office of public accountant shall only be filled by vote of the members. Unexpired term (4) A public accountant appointed to fill a vacancy holds office for the unexpired term of the public accountant’s predecessor.
Canada Not-for-profit Corporations Act — C-7.75 186
Court-appointed public accountant 186 (1) If a corporation does not have a public accountant, a court may, on the application of a member or the Director, appoint and fix the remuneration of a public accountant, who holds office until a public accountant is appointed by the members. Exception (2) Subsection (1) does not apply if the members have resolved under section 182 not to appoint a public accountant.
Canada Not-for-profit Corporations Act — C-7.75 187
Right to attend meeting 187 (1) The public accountant is entitled to attend a meeting of members at the expense of the corporation and be heard on matters relating to the public accountant’s duties. Duty to attend and answer questions (2) If a director or member, whether or not the member is entitled to vote at the meeting, gives written notice not less than the prescribed period before a meeting of members to the public accountant or a former public accountant of the corporation, the public accountant or former public accountant shall attend the meeting at the expense of the corporation and answer questions relating to their duties. Notice to corporation (3) A director or member who sends the notice shall send a copy of the notice to the corporation at the same time. Statement of public accountant (4) A public accountant is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing their removal or replacement if a meeting of directors or members is called at which any of those matters will be dealt with. Other statements (5) If a meeting is called to replace the public accountant, the corporation shall make a statement respecting the reasons for the replacement and the proposed replacement public accountant may make a statement respecting the reasons. Circulating statement (6) The corporation shall immediately give notice to the members of the statements referred to in subsections (4) and (5) in the manner referred to in section 162 and shall immediately send a copy of the statements to the Director. Replacing public accountant (7) No person shall accept an appointment or consent to be appointed as public accountant of a corporation to replace a public accountant who has resigned, been removed or whose term of office has expired or is about to expire until the person has requested and received from that public accountant a written statement of the circumstances and the reasons, in that public accountant’s opinion, for their replacement. Exception (8) A person otherwise qualified may accept an appointment or consent to be appointed as a public accountant if, within the prescribed period after making the request, the person does not receive a reply. Effect of non-compliance (9) The appointment of a person who does not make the request is void.
Canada Not-for-profit Corporations Act — C-7.75 188
Review engagement — designated corporations 188 (1) Subject to subsection (2), the public accountant of a designated corporation shall conduct a review engagement in the prescribed manner. Audit engagement — designated corporations (2) The public accountant of a designated corporation shall conduct an audit engagement in the prescribed manner if the corporation’s members pass an ordinary resolution requiring an audit engagement. Validity of resolution (3) The resolution is valid only until the following annual meeting of members or for the period specified in the resolution.
Canada Not-for-profit Corporations Act — C-7.75 189
Audit engagement — other corporations 189 (1) Subject to subsection (2), the public accountant of a corporation that is not a designated corporation shall conduct an audit engagement in the prescribed manner. Review engagement — other corporations (2) The public accountant of a soliciting corporation that is not a designated corporation shall conduct a review engagement in the prescribed manner if (a) the corporation has gross annual revenues for its last completed financial year that are equal to or less than the prescribed amount or is deemed to have such revenues under paragraph 190 (b); and (b) its members pass a special resolution requiring a review engagement. Validity of resolution (3) The resolution is valid only until the following annual meeting of members.
Canada Not-for-profit Corporations Act — C-7.75 190
Deemed revenues 190 On the application of a soliciting corporation, the Director may, on any terms that the Director thinks fit and if the Director is satisfied that doing so would not be prejudicial to the public interest, deem the corporation to have (a) revenues referred to in paragraph 179 (a); or (b) revenues referred to in paragraph 189 (2)(a), if the corporation is not a designated corporation.
Canada Not-for-profit Corporations Act — C-7.75 191
Report on financial statements 191 After conducting an audit engagement or a review engagement, the public accountant shall report in the prescribed manner on the financial statements required by this Act to be placed before the members, except any financial statements or part of those statements that relate to the period referred to in subparagraph 172 (1)(a)(ii).
Canada Not-for-profit Corporations Act — C-7.75 192
Reliance on other public accountant 192 (1) Despite section 193 , a public accountant of a holding corporation may reasonably rely on the report of a public accountant of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the corporation. Reasonableness (2) For the purpose of subsection (1), reasonableness is a question of fact. Application (3) Subsection (1) applies whether or not the financial statements of the holding corporation reported on by the public accountant are in consolidated form.
Canada Not-for-profit Corporations Act — C-7.75 193
Right to information 193 (1) At the request of a public accountant of a corporation, the present or former directors, officers, employees, agents or mandataries of the corporation shall furnish the following, if they are reasonably able to do so and if, in the opinion of the public accountant, it is necessary to enable the public accountant to conduct the review or audit engagement required under section 188 or 189 and to make the report required under section 191 : (a) any information and explanations; and (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries. Directors to obtain and furnish information (2) On the demand of the public accountant of a corporation, the directors of the corporation shall (a) obtain from the present or former directors, officers, employees, agents or mandataries of any subsidiary of the corporation the information and explanations that they are reasonably able to furnish and that are, in the opinion of the public accountant, necessary to enable the public accountant to conduct the review or audit engagement required under section 188 or 189 and to make the report required under section 191 ; and (b) furnish the public accountant with the information and explanations so obtained. No civil liability (3) A person who in good faith makes an oral or written communication under subsection (1) or (2) is not liable in any civil proceeding arising from having made the communication.
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Audit committee 194 (1) A corporation may have an audit committee and, if it does, the committee shall be composed of not less than three directors, a majority of whom are not officers or employees of the corporation or any of its affiliates. Duty of committee (2) The audit committee shall review the financial statements of the corporation before they are approved under section 178 . Public accountant’s attendance (3) The corporation shall send the public accountant notice of the time and place of any meeting of the audit committee. The public accountant is entitled to attend the meeting at the expense of the corporation and be heard, and shall attend every meeting of the committee if requested to do so by one of its members. Calling meeting (4) The public accountant or a member of the audit committee may call a meeting of the committee.
Canada Not-for-profit Corporations Act — C-7.75 195
Notice of errors 195 (1) A director or an officer of a corporation shall immediately notify any audit committee and the public accountant of any error or misstatement of which the director or officer becomes aware in a financial statement that the public accountant or a former public accountant has reported on. Directors to be informed (2) A public accountant or former public accountant of a corporation who is notified or becomes aware of an error or misstatement in a financial statement on which they have reported shall, if in their opinion the error or misstatement is material, inform each director accordingly. Duty of directors (3) When the public accountant or former public accountant informs the directors of an error or misstatement in a financial statement, (a) the directors shall prepare and issue revised financial statements or otherwise inform the members; and (b) the corporation shall send the Director a copy of the revised financial statements or a notice of the error or misstatement, if the corporation is one that is required to comply with section 176 .
Canada Not-for-profit Corporations Act — C-7.75 196
Qualified privilege — defamation 196 Any oral or written statement or report made under this Act by the public accountant or former public accountant of a corporation has qualified privilege.
Canada Not-for-profit Corporations Act — C-7.75 197
Amendment of articles or by-laws 197 (1) A special resolution of the members — or, if section 199 applies, of each applicable class or group of members — is required to make any amendment to the articles or the by-laws of a corporation to (a) change the corporation’s name; (b) change the province in which the corporation’s registered office is situated; (c) add, change or remove any restriction on the activities that the corporation may carry on; (d) create a new class or group of members; (e) change a condition required for being a member; (f) change the designation of any class or group of members or add, change or remove any rights and conditions of any such class or group; (g) divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group; (h) add, change or remove a provision respecting the transfer of a membership; (i) subject to section 133 , increase or decrease the number of — or the minimum or maximum number of — directors fixed by the articles; (j) change the statement of the purpose of the corporation; (k) change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation; (l) change the manner of giving notice to members entitled to vote at a meeting of members; (m) change the method of voting by members not in attendance at a meeting of members; or (n) add, change or remove any other provision that is permitted by this Act to be set out in the articles. Revocation (2) The directors of a corporation may, if authorized by the members in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the members. Amendment of number name (3) Despite subsection (1), if a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.
Canada Not-for-profit Corporations Act — C-7.75 198
Proposal to amend 198 (1) Subject to subsection (2), a director, or a member who is entitled to vote at an annual meeting of members, may, in accordance with section 163 , propose to make an amendment referred to in subsection 197 (1). Notice of amendment (2) Notice of a meeting of members at which a proposal to make an amendment referred to in subsection 197 (1) is to be considered shall set out the proposed amendment.
Canada Not-for-profit Corporations Act — C-7.75 199
Class vote 199 (1) The members of a class or group of members are, unless the articles otherwise provide in the case of an amendment referred to in paragraphs (a) and (e), entitled to vote separately as a class or group on a proposal to make an amendment referred to in subsection 197 (1) to (a) effect an exchange, reclassification or cancellation of all or part of the memberships of the class or group; (b) add, change or remove the rights or conditions attached to the memberships of the class or group, including (i) to reduce or remove a liquidation preference, or (ii) to add, remove or change prejudicially voting or transfer rights of the class or group; (c) increase the rights of any other class or group of members having rights equal or superior to those of the class or group; (d) increase the rights of a class or group of members having rights inferior to those of the class or group to make them equal or superior to those of the class or group; (e) create a new class or group of members having rights equal or superior to those of the class or group; or (f) effect an exchange or create a right of exchange of all or part of the memberships of another class or group into the memberships of the class or group. Right to vote (2) Subsection (1) applies whether or not memberships of a class or group otherwise carry the right to vote. Separate resolutions (3) A proposal to make an amendment referred to in subsection (1) is adopted when the members of each class or group entitled to vote separately on the amendment as a class or group have approved the amendment by a special resolution.
Canada Not-for-profit Corporations Act — C-7.75 200
Delivery of articles 200 Subject to any revocation under subsection 197 (2), after an amendment to the articles has been adopted under section 197 or 199 , articles of amendment in the form that the Director fixes shall be sent to the Director.
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Certificate of amendment 201 On receipt of articles of amendment, the Director shall issue a certificate of amendment in accordance with section 276 .
Canada Not-for-profit Corporations Act — C-7.75 202
Effect of certificate 202 (1) An amendment to the articles becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly. Rights preserved (2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the corporation or its directors or officers, or any civil, criminal or administrative action or proceeding to which a corporation or its directors or officers is a party.
Canada Not-for-profit Corporations Act — C-7.75 203
Restated articles 203 (1) The directors may at any time, and shall when so directed by the Director, restate the articles of incorporation. Delivery of articles (2) Restated articles of incorporation in the form that the Director fixes shall be sent to the Director. Restated certificate (3) On receipt of restated articles of incorporation, the Director shall issue a restated certificate of incorporation in accordance with section 276 . Effect of certificate (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to those articles.
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Amalgamation 204 Two or more corporations may amalgamate and continue as one corporation.
Canada Not-for-profit Corporations Act — C-7.75 205
Amalgamation agreement 205 (1) Each corporation proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out (a) the provisions that are required to be included in articles of incorporation under section 7 or in the by-laws under section 154 ; (b) the name and address of each proposed director of the amalgamated corporation; (c) the manner in which the memberships of each amalgamating corporation are to be converted into memberships of the amalgamated corporation; (d) whether the by-laws of the amalgamated corporation are to be those of one of the amalgamating corporations and, if not, a copy of the proposed by-laws; and (e) details of any arrangements necessary to perfect the amalgamation and to provide for the subsequent management and operation of the amalgamated corporation. Cancellation (2) If a membership in an amalgamating corporation is held by or on behalf of another amalgamating corporation, the amalgamation agreement shall provide for the cancellation, without any repayment of capital, of the membership when the amalgamation becomes effective. No provision shall be made in the agreement for the conversion of the membership into membership of the amalgamated corporation.
Canada Not-for-profit Corporations Act — C-7.75 206
Member approval 206 (1) The directors of each amalgamating corporation shall submit the amalgamation agreement for approval to a meeting of the members of the amalgamating corporation of which they are directors and, subject to subsection (4), to the members of each class or group of members. Notice of meeting (2) Each amalgamating corporation shall give notice of a meeting of members in accordance with section 162 to its members and shall include in the notice a copy or summary of the amalgamation agreement. Right to vote (3) Each membership in an amalgamating corporation carries the right to vote in respect of an amalgamation agreement whether or not it otherwise carries the right to vote. Class vote (4) The members of a class or group of members of each amalgamating corporation are entitled to vote separately as a class or group in respect of an amalgamation agreement if the amalgamation agreement contains a provision that, if contained in a proposed amendment to the articles, would entitle the members to vote as a class or group under section 199 . Member approval (5) Subject to subsection (4), an amalgamation agreement is adopted when the members of each amalgamating corporation have approved the amalgamation by special resolutions. Termination (6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating corporation, despite approval of the agreement by the members of all or any of the amalgamating corporations.