Canada Not-for-profit Corporations Act — C-7.75 212
Definition of charter 212 (1) In this section, charter includes (a) the text of an Act of incorporation and of any amendments to that Act; (b) any letters patent, supplementary letters patent, certificate of incorporation and certificate of amendment; and (c) in the case of a body corporate incorporated under the Pension Fund Societies Act , the text of that Act and the by-laws of the body corporate. Amendment of charter (2) In connection with a continuance under this Act, the shareholders or members of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders or members may, despite the charter of the body corporate, (a) by special resolution, authorize the directors of the body corporate to apply under section 211 for a certificate of continuance; and (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles. Amendment of charter — other bodies corporate (3) In connection with a continuance under this Act, the shareholders or members of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, who are entitled to vote at annual meetings of shareholders or members may, subject to any other Act of Parliament or the charter of the body corporate, (a) by special resolution, authorize the directors of the body corporate to apply under section 211 for a certificate of continuance; and (b) by the same resolution, make any amendment to the charter of the body corporate that a corporation incorporated under this Act may make to its articles. Change of class or group rights (4) Despite subsections (2) and (3), the members of a body corporate may not, by a special resolution under either of those subsections, make any amendment of the nature referred to in subsection 199 (1) that affects a class or group of members, unless (a) the charter of the body corporate otherwise provides in respect of an amendment of the nature referred to in paragraph 199 (1)(a) or (e); or (b) the members of the class or group approve the amendment in accordance with section 199 . Change of class or series rights (5) Despite subsections (2) and (3), the shareholders of a body corporate with shares may not, by a special resolution under either of those subsections, make any amendment affecting a class or series of shares unless the shareholders of the class or series approve the amendment in accordance with section 199 . Authorizing continuance (6) Subject to subsection (9), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 211 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act. Authorizing continuance — other bodies corporate (7) Subject to subsection (9), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 211 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act. Financial institutions (8) For the purposes of this section, every body corporate that is incorporated or continued by or under an Act of Parliament and to which the Bank Act , the Cooperative Credit Associations Act , the Insurance Companies Act or the Trust and Loan Companies Act applies is deemed to be incorporated or continued by or under an Act of Parliament other than this Act or a special Act. Discretionary continuance (9) The Governor in Council may, by order, require a body corporate without share capital