GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Not-for-profit Corporations Act — C-7.75 36
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. 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. Enforcement of lien (3) A corporation may enforce a lien referred to in subsection (2) in accordance with its by-laws.
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Definitions 37 (1) The following definitions apply in this Part. 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 means the person who is in possession of a debt obligation that is payable to bearer or endorsed in blank. ( porteur ) 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 means voluntary transfer of possession. ( livraison ou remise ) 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 means honesty in fact in the conduct of the transaction concerned. ( bonne foi ) 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 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 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 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 includes transmission by operation of law. ( transfert ) trust indenture means a trust indenture as defined in subsection 104 (1). ( acte de fiducie ) valid means issued in accordance with the applicable law and the by-laws of the issuer, or validated under section 54 . ( valide ) 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. 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. 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. 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. 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.
Canada Not-for-profit Corporations Act — C-7.75
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 )
Canada Not-for-profit Corporations Act — C-7.75
bearer means the person who is in possession of a debt obligation that is payable to bearer or endorsed in blank. ( porteur )
Canada Not-for-profit Corporations Act — C-7.75
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 )
Canada Not-for-profit Corporations Act — C-7.75
delivery means voluntary transfer of possession. ( livraison ou remise )
Canada Not-for-profit Corporations Act — C-7.75
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 )
Canada Not-for-profit Corporations Act — C-7.75
good faith means honesty in fact in the conduct of the transaction concerned. ( bonne foi )
Canada Not-for-profit Corporations Act — C-7.75
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 )
Canada Not-for-profit Corporations Act — C-7.75
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 )
Canada Not-for-profit Corporations Act — C-7.75
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 )
Canada Not-for-profit Corporations Act — C-7.75
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 )
Canada Not-for-profit Corporations Act — C-7.75
transfer includes transmission by operation of law. ( transfert )
Canada Not-for-profit Corporations Act — C-7.75
trust indenture means a trust indenture as defined in subsection 104 (1). ( acte de fiducie )
Canada Not-for-profit Corporations Act — C-7.75
valid means issued in accordance with the applicable law and the by-laws of the issuer, or validated under section 54 . ( valide )
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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.
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Fee 39 An issuer may charge a reasonable fee for a debt obligation certificate issued in respect of a transfer.
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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.
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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. 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.
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Contents of certificate 42 (1) The following information shall be stated on the face of each debt obligation certificate issued by an issuer: (a) the name of the issuer; (b) the words “Incorporated under the Canada Not-for-profit Corporations Act ”, “ constituée sous l’autorité de la Loi canadienne sur les organisations à but non lucratif ”, “Subject to the Canada Not-for-profit Corporations Act ” or “ assujettie à la Loi canadienne sur les organisations à but non lucratif ”; (c) the name of the person to whom it was issued unless it is in bearer form; and (d) the value represented by the certificate. Restrictions (2) No restriction on transfer, lien or hypothec in favour of the issuer or unanimous member agreement is effective against a transferee of a debt obligation, issued by an issuer or by a body corporate before it is continued under this Act, who has no actual knowledge of the restriction, lien, hypothec or agreement unless it or a reference to it is noted conspicuously on the debt obligation certificate. Restrictions (3) If the issued debt obligations of an issuer remain outstanding and are held by more than one person, the issuer shall not restrict the transfer or ownership of its debt obligations of any class or series.
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Contents of certificate 43 (1) Every debt obligation certificate, if the articles authorize more than one class or series of debt obligations, shall legibly (a) state the rights, privileges, restrictions and conditions attached to the debt obligations of each class and series that exist when the debt obligation certificate is issued; or (b) state that the class or series of debt obligations that it represents has rights, privileges, restrictions or conditions attached to it and that the issuer will provide a debt obligation holder, on demand and without charge, with a full copy of the text of the rights, privileges, restrictions and conditions attached to each class or series authorized to be issued. Copy of text (2) If a debt obligation certificate contains a statement referred to in paragraph (1)(b), the issuer shall, on request, provide the debt obligation holder with the copy of the text referred to in that paragraph.
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Registers 44 (1) A corporation that issues debt obligations shall maintain a debt obligations register in which it records the debt obligations issued by it in registered form, showing the prescribed information with respect to each class or series. Location of register (2) The debt obligations register shall be maintained at the issuer’s registered office or at any other place in Canada designated by the directors. Branch registers (3) An issuer may maintain additional branch debt obligations registers in other places designated by the directors. Contents of branch register (4) A branch debt obligations register shall only contain particulars of debt obligations issued or transferred at the branch. The same information shall also be recorded in the central register. Production of certificates (5) An issuer, its agent or mandatary, or a trustee as defined in subsection 104 (1) is not required to produce a cancelled debt obligation certificate in registered form after the prescribed period.
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Agent or mandatary 45 An issuer may appoint an agent or mandatary to maintain debt obligations registers on its behalf.
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Registration 46 The registration of the issue or transfer of a debt obligation in any debt obligations register is complete and valid registration for all purposes.
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Trustee 47 An issuer or a trustee as defined in subsection 104 (1) may treat the person whose name appears on the debt obligations register as the debt obligation’s owner for all purposes.
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Constructive registered holder 48 If an issuer restricts the right to transfer its debt obligations, the issuer may, despite section 47 , treat a person as the registered holder of a debt obligation if the person provides the issuer with evidence that meets the requirements of the issuer that the person is (a) the heir or legatee of a deceased debt obligation holder or the fiduciary of the estate or succession of a deceased debt obligation holder or of a registered debt obligation holder who is a minor, an incapable person or a missing person; or (b) a liquidator of, or a trustee in bankruptcy for, a registered debt obligation holder.
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Proof of ownership 49 An issuer shall treat a person, other than one described in section 48 , as being entitled to exercise the rights and privileges attached to a debt obligation if the person provides proof that the person has acquired ownership of the debt obligation by operation of law or has legal authority to exercise the rights and privileges.
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Joint holder 50 If satisfactory proof of the death of a joint holder of a debt obligation with a right of survivorship is provided to an issuer, the issuer may treat any surviving joint holder as the owner of the debt obligation.
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Duties of issuer 51 An issuer is not required to inquire into the existence of, or see to the performance of, any duty owed to a third person by a registered holder, or a person who may be treated as a registered holder, of a debt obligation.
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Minors 52 If a minor exercises a right of ownership in a debt obligation of an issuer, no subsequent repudiation or avoidance or, in Quebec, nullity or reduction of obligations is effective against the issuer.
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Deceased owner 53 (1) Subject to any applicable law relating to the collection of taxes, a person who is an heir or a fiduciary of an estate or succession of a deceased debt obligation holder is entitled to become the registered holder or to designate a registered holder if the person deposits the following information with the issuer or its transfer agent, together with any reasonable assurances that the issuer may require: (a) the debt obligation certificate or, in default of one, a document proving that the deceased was the debt obligation holder; (b) a document proving the death of the debt obligation holder; and (c) a document proving that the heir or fiduciary has the right under the law of the place in which the deceased was domiciled immediately before their death to deal with the debt obligation. Endorsement (2) A debt obligation certificate referred to in paragraph (1)(a) shall be endorsed (a) in the case of a transfer to an heir or fiduciary, by that person; and (b) in any other case, in a manner acceptable to the issuer. Right of issuer (3) Deposit of the documents required by subsection (1) empowers an issuer or its transfer agent to record in a debt obligations register the transmission of a debt obligation from the deceased holder to the heir or fiduciary or to any person that the heir or fiduciary may designate and to treat the person who becomes a registered holder as the owner of the debt obligation.
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Overissue 54 (1) Subject to this section, the provisions of this Part that validate a debt obligation or compel its issue or reissue do not apply if the validation, issue or reissue of a debt obligation would result in overissue. Identical debt obligation (2) A person who is entitled to a validation or issue may, if there has been an overissue and if a valid debt obligation that is similar in all respects to the debt obligation involved in the overissue is reasonably available for purchase, compel the issuer to purchase and deliver that debt obligation against the surrender of the debt obligation that the person holds. If identical debt obligation not available (3) If a valid debt obligation that is similar in all respects to the debt obligation involved in the overissue is not reasonably available for purchase, the person who is entitled to the validation or issue may recover from the issuer an amount equal to the price the last purchaser for value paid for the invalid debt obligation. Increase in capital (4) The overissued debt obligations are valid from the date they were issued only if the issuer increases the number of its authorized debt obligations to a number equal to or greater than the number of debt obligations previously authorized plus the number of the debt obligations overissued.
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Rules of action 55 The following rules apply in an action on a debt obligation: (a) each signature on the debt obligation certificate or in a necessary endorsement is admitted unless specifically denied in the pleadings; (b) a signature on the debt obligation is presumed to be genuine and authorized but, if the effectiveness of the signature is in issue, the burden of establishing that it is genuine and authorized is on the party claiming under the signature; (c) if a signature is admitted or established, production of a debt obligation certificate entitles the holder to recover on it unless the other party establishes a defence or defect going to the validity of the debt obligation; and (d) if the other party establishes the defence or defect, the plaintiff has the burden of establishing that the defence or defect is ineffective against the plaintiff or some other person under whom the claim is made.
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Delivery of debt obligations 56 (1) A person who is required to deliver debt obligations may deliver any debt obligation of the specified issue (a) in bearer form; (b) in registered form in the name of the transferee; or (c) endorsed to the person or in blank. Limitation (2) Subsection (1) is subject to any agreement to the contrary, to any applicable Act of Parliament or of the legislature of a province, to any applicable regulation or to any applicable rule of a stock exchange or other regulatory body.
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Incorporation by reference 57 (1) The terms of a debt obligation include those stated on the debt obligation and those incorporated by reference to another document, an Act of Parliament or of the legislature of a province, a regulation, a rule or an order to the extent that the incorporated terms do not conflict with those stated on the debt obligation. Purchaser without notice (2) Subsection (1) applies to a good faith purchaser but the incorporation by reference is itself not notice of a defect to the purchaser even if the debt obligation expressly states that a person accepting it admits that notice.
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Validity of debt obligation 58 A debt obligation is valid in the hands of a good faith purchaser.
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Defence 59 Subject to section 62 , the fact that a debt obligation is not genuine is a complete defence for the issuer even against a good faith purchaser.
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Defences 60 All other defences of an issuer, including non-delivery and conditional delivery of a debt obligation, are ineffective against a good faith purchaser.
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Deemed notice 61 (1) A purchaser is deemed to have notice of any defect in the issue of a debt obligation or any defence of the issuer if the debt obligation becomes stale within the meaning of subsection (2). Stale debt obligation (2) A debt obligation becomes stale if (a) the purchaser takes the debt obligation later than the prescribed period that is after (i) the date on which performance of the principal obligation evidenced by the debt obligation was due, or (ii) the date on or after which the debt obligation is to be presented or surrendered for redemption or exchange; or (b) the payment of money or the delivery of debt obligations is required in order to present or surrender the debt obligation, the money or debt obligations are available on the day for the payment or delivery and the purchaser takes the debt obligation later than the prescribed period that is after that day.
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Unauthorized signature 62 (1) Subject to subsection (2), an unauthorized signature on a debt obligation is ineffective. Limited effectiveness (2) An unauthorized signature on a debt obligation is effective in favour of a good faith purchaser if the signature was made by (a) an authenticating trustee, transfer agent or other person entrusted by the issuer with the duty to sign the debt obligation, or similar debt obligations, or to prepare them for signing; or (b) an employee of the issuer or a person referred to in paragraph (a) who handles the debt obligation in the ordinary course of their duties.
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Completion of debt obligation 63 If a debt obligation contains the signatures necessary for its issue or transfer but is incomplete in another respect, any person may complete it in accordance with their authority.
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Enforceability 64 A debt obligation that was completed incorrectly is enforceable by a good faith purchaser.
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Fraud 65 A completed debt obligation that was improperly altered, even if fraudulently altered, remains enforceable but only according to its original terms.
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Guarantees 66 (1) A person signing a debt obligation as an authenticating trustee, transfer agent or other person entrusted by the issuer with the duty to sign the debt obligation guarantees to a good faith purchaser that (a) the debt obligation is genuine; (b) the person’s acts in connection with the debt obligation are within the person’s authority; and (c) the person has reasonable grounds for believing that the debt obligation is in the form and within the amount the issuer is authorized to issue. Liability (2) Unless agreed otherwise, a person referred to in subsection (1) does not assume any further liability for the validity of the debt obligation.
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Acquisition of rights 67 (1) On delivery of a debt obligation, the purchaser of the debt obligation acquires the rights in it that the transferor had or had authority to convey. Claim free (2) A good faith purchaser of a debt obligation acquires it free from any adverse claim. No better position (3) A purchaser who was a party to a fraud or illegality affecting a debt obligation or who, as a prior holder, had notice of an adverse claim does not have a better position by taking from a later good faith purchaser.
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Limitation of the purchase 68 A purchaser acquires rights only to the extent of the interest or right purchased.
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Deemed notice 69 (1) A purchaser of a debt obligation, or a broker for a seller or purchaser, is deemed to have notice of an adverse claim if (a) the debt obligation has been endorsed “for collection” or “for surrender” or for a purpose other than transfer; or (b) the debt obligation is in bearer form and has a statement on it that it belongs to a person other than the transferor. Name (2) The mere writing of a name on a debt obligation is not a statement for the purposes of paragraph (1)(b).
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No duty to inquire 70 (1) A purchaser of a debt obligation, or a broker for a seller or purchaser, has no duty to inquire into the rightfulness of the transfer and, subject to sections 69 and 71 , has no notice of an adverse claim. Third party holding (2) Subsection (1) applies even if the purchaser or broker has notice that the debt obligation is held by a third person or is registered in the name of or endorsed by a fiduciary.
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Deemed notice 71 A purchaser or broker who knows that the transaction is for the personal benefit of the fiduciary or is otherwise in breach of the fiduciary’s duty is deemed to have notice of an adverse claim.