GreatNorthCollective/greatnorth-canada-federal-laws-text huggingface dataset:
Canada Not-for-profit Corporations Act — C-7.75 132
Filling vacancy 132 (1) Subject to subsections (4) and (5), a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors provided for in the articles or a failure to elect the number or minimum number of directors provided for in the articles. Calling meeting (2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member. Order of appointment (3) If a corporation has neither directors nor members, the court may, on the application of an interested party, make an order appointing the required number or minimum number of directors provided for in the articles. Director elected by class or group (4) If any class or group of members has an exclusive right to elect one or more directors and a vacancy occurs among those directors, (a) subject to subsection (5), the remaining directors elected by the class or group may fill the vacancy, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors provided for in the articles for that class or group or from a failure to elect the number or minimum number of directors provided for in the articles for the class or group; or (b) if there are no remaining directors, any member of the class or group may call a meeting of the class or group to fill the vacancy. Member filling vacancy (5) The by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members, or by a vote of the members of any class or group having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or group. Unexpired term (6) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.
Canada Not-for-profit Corporations Act — C-7.75 133
Change in number of directors 133 (1) The members of a corporation may amend the articles to increase or decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director. Election of directors where articles amended (2) If the members at a meeting adopt an amendment to the articles of a corporation to increase or decrease the number or minimum or maximum number of directors, the members may, at the meeting, elect the number of directors authorized by the amendment, and for that purpose, despite subsections 202 (1) and 276 (3), on the issue of a certificate of amendment the articles are deemed to be amended as of the date the members adopt the amendment. Fixing the number of directors (3) If a minimum and maximum number of directors is provided for in the articles, the members may, from time to time by ordinary resolution, fix the number of directors of the corporation and the number of directors to be elected at annual meetings of the members or delegate those powers to the directors. No decrease in the number of directors shall shorten the term of an incumbent director.
Canada Not-for-profit Corporations Act — C-7.75 134
Notice of change of director or director’s address 134 (1) A corporation shall send to the Director a notice, within the prescribed period and in the form that the Director fixes, setting out any change among its directors or of the address of a director. Director’s change of address (2) A director shall, within the prescribed period, send the corporation a notice of any change in his or her address. Application to court (3) The court may, on the application of an interested person or the Director, make an order requiring a corporation to comply with subsection (1) and make any further order that it thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 135
Attendance at meeting 135 A director is entitled to attend and be heard at every meeting of members.
Canada Not-for-profit Corporations Act — C-7.75 136
Meeting of directors 136 (1) Unless the articles or by-laws otherwise provide, the directors may meet at any place and on any notice that the by-laws require. Quorum (2) Subject to the articles or by-laws, a majority of the number of directors or minimum number of directors required by the articles constitutes a quorum at any meeting of directors, and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. Notice of meeting (3) A notice of a meeting of directors shall specify any matter referred to in subsection 138 (2) that is to be dealt with at the meeting but, unless the by-laws otherwise provide, need not specify the purpose of or the business to be transacted at the meeting. Waiver of notice (4) A director may waive notice of a meeting of directors, and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except if the director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. Adjournment (5) Notice of an adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. One director meeting (6) If a corporation has only one director, that director may constitute a meeting. Participation (7) Subject to the by-laws, a director may, in accordance with the regulations, if any, and if all the directors of the corporation consent, participate in a meeting of directors or of a committee of directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director so participating in a meeting is deemed for the purposes of this Act to be present at that meeting.
Canada Not-for-profit Corporations Act — C-7.75 137
Decisions made by consensus 137 (1) The by-laws may provide that the directors or members shall make any decision by consensus, including a decision required to be made by a vote, except a decision taken (a) by a resolution referred to in subsection 182 (1); (b) by special resolution; or (c) by a vote if consensus cannot be reached. Meaning of consensus, etc. (2) By-laws that provide for consensus decision-making shall define the meaning of consensus, provide for how to determine when consensus cannot be reached and establish the manner of referring any matter on which consensus cannot be reached to a vote. Voting requirements satisfied (3) A decision made by consensus in accordance with this section is deemed to satisfy any requirement under this Act for the taking of a vote.
Canada Not-for-profit Corporations Act — C-7.75 138
Delegation 138 (1) Directors of a corporation may appoint from their number a managing director or a committee of directors and delegate to the managing director or committee any of the powers of the directors. Limits on authority (2) Despite subsection (1), no managing director and no committee of directors has authority to (a) submit to the members any question or matter requiring the approval of members; (b) fill a vacancy among the directors or in the office of public accountant or appoint additional directors; (c) issue debt obligations except as authorized by the directors; (d) approve any financial statements referred to in section 172 ; (e) adopt, amend or repeal by-laws; or (f) establish contributions to be made, or dues to be paid, by members under section 30 .
Canada Not-for-profit Corporations Act — C-7.75 139
Validity of acts of directors and officers 139 An act of a director or an officer is valid despite an irregularity in their election or appointment or a defect in their qualification.
Canada Not-for-profit Corporations Act — C-7.75 140
Validity of signed resolutions 140 (1) A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. Filing resolution (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of directors. 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-7.75 141
at contain those disclosures, during the corporation’s usual business hours. Avoidance standards (8) A contract or transaction for which disclosure is required under subsection (1) is not invalid, and the director or officer is not accountable to the corporation or its members for any profit realized from the contract or transaction, because of the director’s or officer’s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of directors or of the committee of directors that considered the contract or transaction, if (a) disclosure of the interest was made in accordance with this section; (b) the directors approved the contract or transaction; and (c) the contract or transaction was reasonable and fair to the corporation when it was approved. Confirmation by members (9) Even if the conditions of subsection (8) are not met, a director or an officer, acting honestly and in good faith, is not accountable to the corporation or to its members for any profit realized from a contract or transaction for which disclosure is required under subsection (1), and the contract or transaction is not invalid by reason only of the interest of the director or officer in the contract or transaction, if (a) the contract or transaction is approved or confirmed by special resolution at a meeting of the members; (b) disclosure of the interest was made to the members in a manner sufficient to indicate its nature and extent before the contract or transaction was approved or confirmed; and (c) the contract or transaction was reasonable and fair to the corporation when it was approved or confirmed. Application to court (10) If a director or an officer of a corporation fails to comply with this section, a court may, on the application of the corporation or any of its members, set aside or annul the contract or transaction on any terms that it thinks fit, require the director or officer to account to the corporation for any profit or gain realized on the contract or transaction or make any other order that the court thinks fit.
Canada Not-for-profit Corporations Act — C-7.75 142
Officers 142 Subject to the articles, the by-laws and any unanimous member agreement, (a) the directors may designate the offices of the corporation, appoint as officers persons of full capacity, specify their duties and delegate to them powers to manage the activities and affairs of the corporation, except powers to do anything referred to in subsection 138 (2); (b) a director may be appointed to any office of the corporation; and (c) two or more offices of the corporation may be held by the same person.
Canada Not-for-profit Corporations Act — C-7.75 143
Remuneration 143 (1) Subject to the articles, the by-laws and any unanimous member agreement, the directors of a corporation may fix the reasonable remuneration of the directors, officers and employees of the corporation. Services performed in other capacity (2) Subject to the by-laws, a director, an officer or a member may receive reasonable remuneration and expenses for any services to the corporation that are performed in any other capacity.
Canada Not-for-profit Corporations Act — C-7.75 144
Indemnification 144 Unless the by-laws of the corporation otherwise provide, a director, an officer or an employee may receive indemnification for their expenses incurred on behalf of the corporation as a director, an officer or an employee.
Canada Not-for-profit Corporations Act — C-7.75 145
Directors’ liability 145 (1) Directors of a corporation who vote for or consent to a resolution authorizing any of the following are jointly and severally, or solidarily, liable to restore to the corporation any money or other property so paid or distributed and not otherwise recovered by the corporation: (a) a payment or distribution to a member, a director or an officer contrary to this Act; or (b) a payment of an indemnity contrary to this Act. Recovery of shares (2) A director who has satisfied a judgment rendered under this section is entitled to recover from the other directors who voted for or consented to the unlawful act on which the judgment was founded their respective shares. Recovery (3) A director liable under subsection (1) is entitled to apply to a court for an order compelling a member or other recipient to pay or deliver to the director any money or other property that was paid or distributed to the member or other recipient contrary to this Act. Order of court (4) On an application under subsection (3), a court may, if it is satisfied that it is equitable to do so, order a member or other recipient to pay or deliver to a director any money or other property that was paid or distributed to the member or other recipient contrary to this Act and make any further order that it thinks fit. Limitation (5) An action to enforce a liability imposed by this section may not be commenced after two years from the date of the resolution authorizing the action complained of.
Canada Not-for-profit Corporations Act — C-7.75 146
Liability of directors for wages 146 (1) Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts not exceeding six months’ wages payable to each employee for services performed for the corporation while they are directors. Conditions precedent to liability (2) A director is not liable under subsection (1) unless (a) the corporation has been sued for the debt within six months after it has become due and execution has been returned unsatisfied in whole or in part; (b) the corporation has commenced liquidation and dissolution proceedings or has been dissolved and a claim for the debt has been proved within six months after the earlier of the date of commencement of the liquidation and dissolution proceedings and the date of dissolution; or (c) the corporation has made an assignment or a receiving order has been made against it under the Bankruptcy and Insolvency Act and a claim for the debt has been proved within six months after the date of the assignment or receiving order. Limitation (3) A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section. Amount due after execution (4) If execution referred to in paragraph (2)(a) has issued, the amount recoverable from a director is the amount remaining unsatisfied after execution. Subrogation of director (5) A director who pays a debt referred to in subsection (1) that is proved in liquidation and dissolution or bankruptcy proceedings is subrogated to any priority that the employee would have been entitled to and, if a judgment has been obtained, the director is (a) in Quebec, subrogated to the employee’s rights as declared in the judgment; and (b) elsewhere in Canada, entitled to an assignment of the judgment. Recovery of shares (6) A director who has satisfied a claim under this section is entitled to recover from the other directors who were liable for the claim their respective shares.
Canada Not-for-profit Corporations Act — C-7.75 147
Dissent 147 (1) A director who is present at a meeting of directors or of a committee of directors is deemed to have consented to any resolution passed or action taken at the meeting unless (a) the director requests a dissent to be entered in the minutes of the meeting; (b) the director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or (c) the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned. Loss of right to dissent (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). Dissent of absent director (3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless, within the prescribed period after becoming aware of the resolution or action, the director (a) causes a dissent to be placed with the minutes of the meeting; or (b) sends a dissent by registered mail or delivers it to the registered office of the corporation.
Canada Not-for-profit Corporations Act — C-7.75 148
Duties of directors and officers 148 (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Duty to comply (2) Every director and officer of a corporation shall comply with (a) this Act and the regulations; and (b) the articles, the by-laws and any unanimous member agreement. Lawfulness of articles and purpose (3) Every director of a corporation shall verify the lawfulness of the articles and the purpose of the corporation. No exculpation (4) Subject to subsection 170 (5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or an officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach of this Act or the regulations.
Canada Not-for-profit Corporations Act — C-7.75 149
Director — reasonable diligence 149 (1) A director is not liable under section 145 or 146 , and has complied with his or her duties under subsection 148 (2) and (3), if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on (a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the public accountant of the corporation fairly to reflect the financial condition of the corporation; or (b) a report of a person whose profession lends credibility to a statement made by that person. Director — good faith (2) A director has complied with his or her duties under subsection 148 (1) if the director relied in good faith on (a) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the public accountant of the corporation fairly to reflect the financial condition of the corporation; or (b) a report of a person whose profession lends credibility to a statement made by that person.
Canada Not-for-profit Corporations Act — C-7.75 150
Officer — reasonable diligence 150 (1) An officer has complied with his or her duties under subsection 148 (2) if the officer exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on a report of a person whose profession lends credibility to a statement made by that person. Officer — good faith (2) An officer has complied with his or her duties under subsection 148 (1) if the officer relied in good faith on a report of a person whose profession lends credibility to a statement made by that person.
Canada Not-for-profit Corporations Act — C-7.75 152
By-laws 152 (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197 (1). Member approval (2) The directors shall submit the by-law, amendment or repeal to the members at the next meeting of members, and the members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. Effective date (3) Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. If the by-law, amendment or repeal is confirmed, or confirmed as amended, by the members it remains effective in the form in which it was confirmed. Ceasing to have effect (4) The by-law, amendment or repeal ceases to have effect if it is not submitted by the directors to the members as required under subsection (2) or if it is rejected by the members. Subsequent resolution (5) If a by-law, an amendment or a repeal ceases to have effect, a subsequent resolution of the directors that has substantially the same purpose or effect is not effective until it is confirmed, or confirmed as amended, by the members. Member proposal (6) A member entitled to vote at an annual meeting of members may, in accordance with section 163 , make a proposal to make, amend or repeal a by-law.
Canada Not-for-profit Corporations Act — C-7.75 153
Copies to Director 153 A corporation shall, within the prescribed period, send to the Director a copy of any by-law, amendment or repealed by-law, except for those that have been rejected by the members.
Canada Not-for-profit Corporations Act — C-7.75 154
Conditions of membership 154 (1) The by-laws shall set out the conditions required for being a member of the corporation, including whether a corporation or other entity may be a member. Classes of membership (2) If the articles provide for two or more classes or groups of members, the by-laws shall provide (a) the conditions for membership in each class or group; (b) the manner of withdrawing from a class or group or transferring membership to another class or group and any conditions of transfer; and (c) the conditions on which membership in a class or group ends. Voting rights — one class or group (3) The members of a corporation that has only one class or group of members have the right to vote at any meeting of the members. Voting rights — several classes or groups (4) If the articles provide for two or more classes or groups of members, the articles shall provide the members of at least one class or group with the right to vote at a meeting of members. Right to vote (5) Unless the articles otherwise provide, each member is entitled to one vote at a meeting of members. Representative (6) The corporation shall recognize any individual authorized by a member corporation or other entity to represent the member at meetings. Powers of representative (7) The individual may exercise on behalf of the member corporation or other entity all the powers of that corporation or entity. Transfer of membership (8) Unless the by-laws otherwise provide, a membership may be transferred only to the corporation.
Canada Not-for-profit Corporations Act — C-7.75 155
Issuance of memberships 155 The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws.
Canada Not-for-profit Corporations Act — C-7.75 156
Termination of membership 156 Unless the articles or by-laws of a corporation otherwise provide, a membership is terminated when (a) the member dies or resigns; (b) the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws; (c) the member’s term of membership expires; or (d) the corporation is liquidated and dissolved under Part 14.
Canada Not-for-profit Corporations Act — C-7.75 157
Termination of member’s rights 157 Unless the articles or by-laws otherwise provide, the rights of a member, including any rights in the property of the corporation, cease to exist on termination of the membership.