Canada Not-for-profit Corporations Act — C-7.75 2
)(e) or subsection 181(1) or 186(1) or who fills a vacancy under subsection 184(2) or 185(1). ( expert-comptable ) send includes deliver. ( envoyer ) series means a division of a class of debt obligations. ( série ) soliciting corporation means a corporation that is referred to in subsection (5.1). ( organisation ayant recours à la sollicitation ) special resolution means a resolution passed by a majority of not less than two thirds of the votes cast on that resolution. ( extraordinaire ) unanimous member agreement means an agreement described in subsection 170 (1) or a declaration of a member described in subsection 170 (2). ( convention unanime des membres ) Affiliated bodies corporate (2) For the purposes of this Act, (a) one body corporate is the affiliate of another body corporate if one of them is the subsidiary of the other or both are subsidiaries of the same body corporate or each of them is controlled by the same person; and (b) if two bodies corporate are affiliates of the same body corporate at the same time, they are deemed to be affiliates of each other. Control (3) For the purposes of this Act, a body corporate is controlled by a person or by two or more bodies corporate if (a) shares or memberships of the body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of the body corporate are held, other than by way of security only, by or for the benefit of that person or by or for the benefit of those bodies corporate; and (b) the votes attached to those shares or memberships are sufficient, if exercised, to elect a majority of the directors of the body corporate. Holding body corporate (4) A body corporate is the holding body corporate of another if that other body corporate is its subsidiary. Subsidiary body corporate (5) A body corporate is a subsidiary of another body corporate if (a) it is controlled by (i) that other body corporate, (ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or (iii) two or more bodies corporate each of which is controlled by that other body corporate; or (b) it is a subsidiary of a body corporate that is itself a subsidiary of that other body corporate. Soliciting corporation (5.1) A corporation becomes a soliciting corporation for a prescribed duration from the prescribed date, if it received, during the prescribed period, income in excess of the prescribed amount in the form of (a) donations or gifts or, in Quebec, gifts or legacies of money or other property requested from any person who is not (i) a member, director, officer or employee of the corporation at the time of the request, (ii) the spouse of a person referred to in subparagraph (i) or an individual who is cohabiting with that person in a conjugal relationship, having so cohabited for a period of at least one year, or (iii) a child, parent, brother, sister, grandparent, uncle, aunt, nephew or niece of a person referred to in subparagraph (i) or of the spouse or individual referred to in subparagraph (ii); (b) grants or similar financial assistance received from the federal government or a provincial or municipal government, or an agency of such a government; or (c) donations or gifts or, in Quebec, gifts or legacies of money or other property from a corporation or other entity that has, during the prescribed period, received income in excess of the prescribed amount in the form of donations, gifts or legacies referred to in paragraph (a) or grants or similar financial assistance referred to in paragraph (b). Application to be deemed non-soliciting (6) On the application of a corporation, the Director may decide that the corporation is, for the purposes of this Act, to be considered as not being — or not having been — a soliciting corporation if the Director is satisfied that the determination would not be prejudicial to the public interest. 2009, c. 23, s. 2; 2015, c. 3, s. 23; 2018, c. 8, s. 96