jswizzle3737/ontario_laws_and_regs huggingface dataset:
2 In this Act, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday. 2010, c. 15, s. 2. Interpretation re corporate relationships
3 (1) For the purposes of this Act, a body corporate is deemed to be a subsidiary of another body corporate if, but only 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 that other body corporate’s subsidiary. 2010, c. 15, s. 3 (1). Holding body corporate (2) For the purposes of this Act, a body corporate is deemed to be another body corporate’s holding body corporate if, but only if, that other body corporate is its subsidiary. 2010, c. 15, s. 3 (2). Affiliated body corporate (3) For the purposes of this Act, one body corporate is deemed to be affiliated with another body corporate if, but only 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. 2010, c. 15, s. 3 (3). Control (4) For the purposes of this Act, a body corporate is deemed to be controlled by another person or by two or more bodies corporate if, but only if, (a)  shares or memberships of the first-mentioned body corporate to which are attached more than 50 per cent of the votes that may be cast to elect directors of that body corporate are held, other than by way of security only, by or for the benefit of such other person or by or for the benefit of such other bodies corporate; and (b)  the votes attached to those shares or memberships are sufficient, if exercised, to elect a majority of the board of directors of the first-mentioned body corporate. 2010, c. 15, s. 3 (4).
4 (1) This Act applies, except where it is otherwise expressly provided, to,  (a)  every body corporate without share capital incorporated by or under a general or special Act of the Parliament of the late Province of Upper Canada; (b)  every body corporate without share capital incorporated by or under a general or special Act of the Parliament of the late Province of Canada that has its registered office and carries on its activities in Ontario and that was incorporated with purposes that are within the legislative authority of the Province of Ontario; and (c)  every body corporate without share capital incorporated by or under a general or special Act of the Legislature. 2010, c. 15, s. 4 (1). Same, corporations sole (1.1) This Act does not apply, except as is prescribed, to, (a)  a body corporate incorporated by or under a general or special Act of the Parliament of the late Province of Upper Canada as a corporation sole; (b)  a body corporate incorporated by or under a general or special Act of the Parliament of the late Province of Canada that has its registered office and carries on its activities in Ontario and that was incorporated with purposes that are within the legislative authority of the Province of Ontario as a corporation sole; or (c)  a body corporate incorporated by or under a general or special Act of the Legislature as a corporation sole. 2017, c. 20, Sched. 8, s. 2 (1). Non-application (2) This Act does not apply to, (a)  a body corporate without share capital to which the
Co-operative Corporations Act or Part V of the Corporations Act applies; or (b)  a body corporate incorporated for the construction and working of a railway, an incline railway or a street railway. 2017, c. 20, Sched. 8, s. 2 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 2 (1, 2) - 19/10/2021
4.1 Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed by more than one person for the purposes of this Act may be executed in several documents of like form, each of which is executed by one or more persons, and such documents, when duly executed by all persons required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act. 2017, c. 20, Sched. 8, s. 3. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 3 - 19/10/2021
5 (1) If there is a conflict between a provision that applies to a body corporate without share capital in this Act or in a regulation and a provision that applies to the body corporate in any other Act or in a regulation made under it, the provision in the other Act or regulation prevails. 2017, c. 20, Sched. 8, s. 4. Charities law prevails (2) If a provision in this Act or in a regulation that applies to a charitable corporation conflicts with a law relating to charities, the law relating to charities prevails, regardless of whether it is a provision in another Act, a regulation made under it or a rule or principle of common law or equity. 2017, c. 20, Sched. 8, s. 4. Inconsistent with intent or purpose (3) A provision in this Act or in a regulation does not apply to a body corporate without share capital to the extent that it is inconsistent with the intent or purpose of another Act or a regulation made under it that applies to the body corporate without share capital. 2017, c. 20, Sched. 8, s. 4. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 4 - 19/10/2021
6 The Minister shall appoint a Director to carry out the duties and exercise the powers of the Director under this Act. 2017, c. 20, Sched. 8, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 5 - 19/10/2021 PART II   INCORPORATION
7 (1) One or more individuals or bodies corporate, or any combination of them, may incorporate a corporation by filing articles of incorporation and any other required documents and information with the Director. 2017, c. 20, Sched. 8, s. 6. Limitation (2) An individual cannot incorporate a corporation if he or she, (a)  is under 18 years old; (b)  has been found under the Substitute Decisions Act, 1992 or the Mental Health Act to be incapable of managing property; (c)  has been found to be incapable by any court in Canada or elsewhere; or (d)  has the status of bankrupt. 2010, c. 15, s. 7 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 6 - 19/10/2021
8 (1) Articles of incorporation must set out the name of the corporation, its purposes and any other information required by this Act or the regulations or by the Director. 2010, c. 15, s. 8 (1). Purposes of a corporation (2) Subject to any restrictions in the regulations, the purposes of a corporation may be any purposes within the legislative authority of the Province of Ontario. 2010, c. 15, s. 8 (2). Same (3) If any of the purposes of a corporation are of a commercial nature, the articles must state that the commercial purpose is intended only to advance or support one or more of the non-profit purposes of the corporation. 2010, c. 15, s. 8 (3). Provisions in articles (4) The articles may set out any provisions permitted by this Act or other law to be set out in the by-laws of the corporation. 2010, c. 15, s. 8 (4). Articles inconsistent with Act (5) Subject to subsection (6), if a provision in a corporation’s articles that were endorsed under this Act is inconsistent with a provision in this Act or the regulations, the provision in this Act or the regulations prevails and the articles are deemed to be amended accordingly. 2010, c. 15, s. 8 (5); 2017, c. 20, Sched. 8, s. 7. Where articles prevail over Act (6) If a corporation’s articles require a greater number of votes of directors or members of the corporation to effect any action than are required by this Act, the provisions of the articles prevail, but this subsection does not apply to a provision in the articles that requires a greater number of votes to remove a director than the number required by section 26. 2010, c. 15, s. 8 (6). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 7 - 19/10/2021
9 (1) Upon receipt of the articles of incorporation, together with any required documents and information and the required fee, the Director shall issue a certificate of incorporation by endorsing the articles in accordance with section 201, and the endorsed articles constitute the certificate of incorporation. 2017, c. 20, Sched. 8, s. 8. Same (2) A certificate of incorporation is conclusive proof that the corporation has been incorporated under this Act on the date set out in the certificate, unless the certificate of incorporation is cancelled under section 169 as of the same date. 2010, c. 15, s. 9 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 8 - 19/10/2021
10 (1) The Director shall assign a number to each corporation upon its incorporation and that number shall be specified as the corporation number on the certificate of incorporation and on any other certificate relating to the corporation endorsed or issued by the Director. 2010, c. 15, s. 10 (1); 2017, c. 20, Sched. 8, s. 9 (1). Changing corporation number (2) If, through inadvertence or otherwise, the Director has assigned to a corporation a corporation number that is the same as the corporation number of any other corporation previously assigned, the Director may, without holding a hearing, change the corporation number assigned to the corporation, and any certificate subsequently endorsed for the corporation under this Act must bear its new corporation number. 2017, c. 20, Sched. 8, s. 9 (2). Reissue of certificate of incorporation or amalgamation (2.1) If a new corporation number is assigned to a corporation under subsection (2), the Director may reissue the certificate of incorporation or certificate of amalgamation, whichever was most recently issued to the corporation, and the reissued certificate must bear the new corporation number. 2017, c. 20, Sched. 8, s. 9 (2). Same (3) If the Director issues a certificate that sets out the corporation number incorrectly, the Director may issue a corrected certificate that bears the date of the certificate it replaces. 2010, c. 15, s. 10 (3). Assignment of corporation numbers to bodies corporate (4) The Director may assign a corporation number to a body corporate that has not already been assigned a corporation number if the Director is of the opinion that it is appropriate to do so. 2017, c. 20, Sched. 8, s. 9 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 9 (1) - 14/11/2017; 2017, c. 20, Sched. 8, s. 9 (2, 3) - 19/10/2021 Rules re name of corporation
11 (1) A corporation may not have a name, (a)  that contains a word or expression prohibited by the regulations; (b)  that is the same as or similar to, (i)  the name of a known body corporate, trust, association, partnership, sole proprietorship or individual, whether in existence or not, or (ii)  the known name under which any body corporate, trust, association, partnership, sole proprietorship or individual carries on business or activities or identifies themself, if the use of that name would be likely to deceive; or (c)  that does not meet the prescribed requirements.  2010, c. 15, s. 11 (1). Language (2) Subject to the regulations, a corporation may have a name that is, (a)  English only; (b)  French only; (c)  one name that is a combination of English and French; or (d)  one name in English and one name in French that are equivalent but are used separately.  2010, c. 15, s. 11 (2). Same (3) A corporation that has a name that is described in clause (2) (d) may be legally designated by its English name or its French name.  2010, c. 15, s. 11 (3). Other restrictions (4) Only letters from the Roman alphabet or Arabic numerals, or a combination of them, together with punctuation marks and other marks that are permitted by regulation, may form part of the name of a corporation.  2010, c. 15, s. 11 (4). Exception (5) A corporation may have a name described in clause (1) (b) upon complying with the prescribed requirements.  2010, c. 15, s. 11 (5). Use of name (6) Subject to this Act and the regulations, a corporation may use its name in the form and language permitted by its articles.  2010, c. 15, s. 11 (6).
12 (1) If a corporation, through inadvertence or otherwise, has acquired a name that contravenes section 11, the Director, after giving the corporation an opportunity to be heard, may issue a certificate of amendment to the articles changing the name of the corporation to the name specified in the certificate and, upon the issuance of the certificate of amendment, the articles are amended accordingly.  2010, c. 15, s. 12 (1). Written hearing (2) A hearing referred to in subsection (1) shall be a written hearing in accordance with the rules made by the Director under the
Statutory Powers Procedure Act.  2010, c. 15, s. 12 (2).
13 A corporation may have a corporate seal, but is not required to have one.  2010, c. 15, s. 13.
14 (1) A corporation shall at all times have a registered office in Ontario at the location specified in its articles, in a resolution made under subsection (3) or in a special resolution made under subsection (4).  2010, c. 15, s. 14 (1). Same (2) The head office of every corporation incorporated before the day this section comes into force is deemed to be the registered office of the corporation.  2010, c. 15, s. 14 (2). Change of location (3) A corporation may change the location of its registered office within a municipality or geographic township by resolution of its directors.  2010, c. 15, s. 14 (3). Change of municipality, etc. (4) A corporation may change the municipality or geographic township in which its registered office is located to another place in Ontario by special resolution.  2010, c. 15, s. 14 (4). PART III   Capacity and Powers
15 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.  2010, c. 15, s. 15 (1). Capacity to act outside Ontario (2) A corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in a jurisdiction outside Ontario to the extent that the laws of that jurisdiction permit.  2010, c. 15, s. 15 (2).
16 (1) It is not necessary for a by-law to be passed in order to confer any particular power on a corporation or its directors. 2010, c. 15, s. 16 (1). Restricted activities and powers (2) A corporation shall not carry on any activity or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles. 2017, c. 20, Sched. 8, s. 10 (1). Act not invalid if contrary to articles, etc. (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act is contrary to its articles, by-laws or this Act. 2010, c. 15, s. 16 (3); 2017, c. 20, Sched. 8, s. 10 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 10 (1, 2) - 19/10/2021
17 (1) Unless the articles or the by-laws otherwise provide, the directors may by resolution make, amend or repeal any by-law that regulates the activities or affairs of the corporation, except in respect of a matter referred to in clause 103 (1) (g), (k) or (l). 2010, c. 15, s. 17 (1); 2017, c. 20, Sched. 8, s. 11. Member approval (2) The directors shall submit the by-law, amendment or repeal to the members at the next meeting of the members, and the members may confirm, reject or amend the by-law, amendment or repeal by ordinary resolution. 2010, c. 15, s. 17 (2). 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. 2010, c. 15, s. 17 (3). 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. 2010, c. 15, s. 17 (4). Subsequent resolution (5) If a by-law, amendment or 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. 2010, c. 15, s. 17 (5). Member proposal (6) A member entitled to vote at an annual meeting of the members may make a proposal to make, amend or repeal a by-law in accordance with section 56. 2010, c. 15, s. 17 (6). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 11 - 19/10/2021
18 (1) If the directors do not pass an organizational by-law within 60 days after the date of incorporation, the corporation is deemed to have passed the standard organizational by-laws approved by the Ministry. 2010, c. 15, s. 18 (1); 2017, c. 20, Sched. 8, s. 12 (1). Where available (2) The Ministry shall approve standard organizational by-laws and shall make them publicly available on a website designated by the Ministry, or as prescribed. 2017, c. 20, Sched. 8, s. 12 (2). Corporation may amend or replace default organizational by-laws (3) If a corporation is deemed to have passed standard organizational by-laws under subsection (1), it may amend or repeal and replace them at any time. 2010, c. 15, s. 18 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 12 (1, 2) - 19/10/2021
19 (1) A corporation or a guarantor of an obligation of a corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that, (a)  the articles or by-laws have not been complied with; (b)  the persons named as directors in the articles or in the most recent notice or return filed under the Corporations Information Act,
whichever is more current, are not the directors of the corporation; (c)  the location named as the registered office in the articles or in the most recent notice or return filed under the Corporations Information Act, whichever is more current, is not the registered office of the corporation; (d)  a person held out by the corporation as a director, officer or agent of the corporation has not been duly appointed or does not have authority to exercise the powers and perform the duties that are customary in the activities of the corporation or usual for such director, officer or agent; (e)  a document issued by any director, officer or agent of the corporation with actual or usual authority to issue the document is not valid or not genuine; or (f)  a sale, lease or exchange of property referred to in section 118 was not authorized.  2010, c. 15, s. 19 (1). Exception (2) Subsection (1) does not apply in respect of a person who has or ought to have knowledge that an assertion described in that subsection is true by virtue of the person’s position with or relationship to the corporation.  2010, c. 15, s. 19 (2). Contract prior to corporate existence
20 (1) Except as provided in this section, a person who enters into a contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits under the contract.  2010, c. 15, s. 20 (1). Adoption of contract by corporation (2) A corporation may, by any action or conduct signifying its intention to be bound and within a reasonable time after it comes into existence, adopt a contract made in its name or on its behalf before it came into existence and upon such adoption, (a)  the corporation is bound by the contract and is entitled to the benefits under the contract as if the corporation had been in existence at the date of the contract and had been a party to it; and (b)  a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or entitled to the benefits under the contract.  2010, c. 15, s. 20 (2). Determination of respective liabilities by court (3) Except as provided in subsection (4), whether or not a corporation adopts a contract made before the corporation came into existence, a party to the contract may apply to the court for an order fixing obligations under the contract as joint or joint and several or apportioning liability between the corporation and the person who purported to act in the name of or on behalf of the corporation, and, upon such application, the court may make any order it thinks fit.  2010, c. 15, s. 20 (3). Exception (4) If expressly so provided in the contract, a person who purported to act in the name of or on behalf of the corporation before it came into existence is not in any event bound by the contract or entitled to the benefits under it.  2010, c. 15, s. 20 (4). Right to amend, assign or terminate contract (5) Until a corporation adopts a contract made before it came into existence, a person who entered into the contract in the name of or on behalf of the corporation may assign, amend or terminate the contract subject to the terms of the contract.  2010, c. 15, s. 20 (5). Definition (6) In this section, “contract” includes an oral contract.  2010, c. 15, s. 20 (6). PART IV   Directors and Officers
21 Subject to this Act, the directors of a corporation shall manage or supervise the management of the activities and affairs of the corporation.  2010, c. 15, s. 21.
22 (1) A corporation must have at least three directors.  2010, c. 15, s. 22 (1). Minimum and maximum number of directors (2) If a corporation’s articles provide for a minimum and maximum number of directors, the number of directors of the corporation and the number of directors to be elected at the annual meeting of the members must be the number determined from time to time by special resolution
or, if a special resolution empowers the directors to determine the number, by resolution of the directors.  A decrease in the number of directors does not shorten the term of an incumbent director.  2010, c. 15, s. 22 (2). Same (3) If a corporation’s articles provide for a minimum and maximum number of directors and a special resolution as described in subsection (2) has not been passed, the number of directors of the corporation must be the number of directors named in its articles.  2010, c. 15, s. 22 (3).
23 (1) The following persons are disqualified from being a director of a corporation: 1.  A person who is not an individual. 2.  A person who is under 18 years old. 3.  A person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property. 4.  A person who has been found to be incapable by any court in Canada or elsewhere. 5.  A person who has the status of bankrupt.  2010, c. 15, s. 23 (1). Non-member directors (2) A director of a corporation is not required to be a member of the corporation unless the by-laws provide otherwise.  2010, c. 15, s. 23 (2). Restriction re public benefit corporation (3) Not more than one-third of the directors of a public benefit corporation may be employees of the corporation or of any of its affiliates.  2010, c. 15, s. 23 (3). Directors by virtue of office (4) The by-laws of a corporation may provide for persons to be directors by virtue of their office.  2010, c. 15, s. 23 (4). No alternate directors (5) No person shall act for an absent director at a meeting of directors.  2010, c. 15, s. 23 (5). Election and appointment of directors
24 (1) At the first meeting of the members and at each succeeding annual meeting at which an election of directors is required, the members shall, by ordinary resolution, elect directors to hold office for a term expiring not later than the close of the fourth annual meeting of the members after the election, as provided in the by-laws. 2010, c. 15, s. 24 (1). Term, first directors (2) Each first director holds office from the issue of the certificate of incorporation until the close of the first meeting of the members. 2010, c. 15, s. 24 (2). Different terms of office (3) It is not necessary that all directors elected at a meeting of the members hold office for the same term. 2010, c. 15, s. 24 (3). No stated term of office (4) A director not elected for an expressly stated term ceases to hold office at the close of the next annual meeting of the members. 2010, c. 15, s. 24 (4). Incumbents remain in office until successors elected (5) If directors are not elected at a meeting of the members, the incumbent directors continue in office until their successors are elected. 2010, c. 15, s. 24 (5). Vacancy, quorum (6) If a meeting of the members fails to elect the number or the minimum number of directors required by the articles, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum. 2010, c. 15, s. 24 (6). Appointment of additional directors (7) The directors may appoint one or more additional directors who shall hold office for a term expiring not later than the close of the next annual meeting of the members, but the total number of directors so appointed may not exceed one-third of the number of directors elected at the previous annual meeting of the members. 2010, c. 15, s. 24 (7). Director’s consent to act (8) An individual who is elected or appointed to hold office as a director is not a director, and is deemed not to have been elected or appointed to hold office as a director, unless the individual consents in writing to hold office as a director before or within 10 days after the election or appointment. 2010, c. 15, s. 24 (8); 2017, c. 20, Sched. 8, s. 13. Later consent (9) Despite subsection (8), if an individual elected or appointed consents in writing after the period mentioned in that subsection, the election or appointment is valid. 2010, c. 15, s. 24 (9). Exception (10) Subsection (8) does not apply to a director who is re-elected or reappointed where there is no break in his or her term of office. 2010, c. 15, s. 24 (10). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 13 - 19/10/2021
25 (1) A director ceases to hold office when the director dies, resigns, is removed in accordance with section 26 or becomes disqualified under section 23.  2010, c. 15, s. 25 (1). Effective date of resignation (2) A resignation of a director becomes effective at the time the resignation is received by the corporation or at the time specified in the resignation, whichever is later.  2010, c. 15, s. 25 (2).
26 (1) The members of a corporation may, by ordinary resolution at a special meeting, remove from office any director or directors, except persons who are directors by virtue of their office.  2010, c. 15, s. 26 (1). Director elected by class or group of members (2) A director elected by a class or group of members that has an exclusive right to elect the director may only be removed by an ordinary resolution of members of that class or group.  2010, c. 15, s. 26 (2). Filling vacancy (3) A vacancy created by the removal of a director may be filled at the meeting of the members at which the director is removed or under section 28.  2010, c. 15, s. 26 (3).
27 (1) Subject to the by-laws, a director is entitled to give the corporation a statement giving reasons, (a)  for resigning; or (b)  for opposing his or her removal as a director if a meeting is called for the purpose of removing him or her.  2010, c. 15, s. 27 (1). Circulating director’s statement (2) A corporation shall immediately give the members a copy of the statement.  2010, c. 15, s. 27 (2). Immunity from liability (3) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section.  2010, c. 15, s. 27 (3).
28 (1) Except as provided in this section, a quorum of directors may fill a vacancy among the directors.  2010, c. 15, s. 28 (1). Calling members’ 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 the 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.  2010, c. 15, s. 28 (2). Application to court (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.  2010, c. 15, s. 28 (3). 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; or (b)  if there are no remaining directors elected by the class or group, any member of the class or group may call a meeting of the class or group to fill the vacancy.  2010, c. 15, s. 28 (4). Members filling vacancy (5) The by-laws may provide that a vacancy among the directors may 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.  2010, c. 15, s. 28 (5). Exception (6) A vacancy among the directors is not required to be filled if the vacancy results from an increase in the number or the minimum number of directors provided for in the articles or from a failure to elect that increased number or minimum number of directors.  2010, c. 15, s. 28 (6). Term of replacing director (7) A director appointed or elected to fill a vacancy holds office for the unexpired term of the director’s predecessor.  2010, c. 15, s. 28 (7).
29 (1) If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the activities or affairs of the corporation is deemed to be a director for the purposes of this Act.  2010, c. 15, s. 29 (1). Exception (2) Subsection (1) does not apply to, (a)  an officer who manages the activities or affairs of the corporation under the direction or control of a member or other person; (b)  a lawyer, accountant or other professional who participates in the management of the corporation solely by providing professional services; (c)  a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or, in the case of bankruptcy, the administration of a bankrupt’s estate; or (d)  the Public Guardian and Trustee managing the activities or property of a charitable corporation.  2010, c. 15, s. 29 (2).
30 (1) The members of a corporation may amend its articles to increase or decrease the number of directors, or the minimum or maximum number of directors, but a decrease shall not shorten the term of an incumbent director.  2010, c. 15, s. 30 (1). Same (2) If the members at a meeting adopt an amendment to the articles to increase or decrease the number or the minimum or maximum number of directors, the members may, at the meeting, elect the number of directors authorized by the amendment, and, despite subsection 108 (1), on the issue of a certificate of amendment, the articles are deemed to be amended as of the date the members adopt the amendment. 2010, c. 15, s. 30 (2); 2017, c. 20, Sched. 8, s. 14. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 14 - 19/10/2021
31 (1) A corporation or a director or member of the corporation may apply to the court to determine any controversy with respect to an election or appointment of a director of the corporation.  2010, c. 15, s. 31 (1). Powers of court (2) On an application under this section, the court may make any order that it thinks fit, including an order, (a)  restraining a director whose election or appointment is disputed from acting pending determination of the dispute; (b)  declaring the result of the disputed election or appointment; (c)  requiring a new election or appointment, and including in the order directions for the management of the activities and affairs of the corporation until a new election is held or appointment made; and (d)  determining the voting rights of members and of persons claiming to hold memberships.  2010, c. 15, s. 31 (2).
32 (1) After incorporation, a first meeting of the directors of the corporation must be held at which the directors may, (a)  make by-laws; (b)  adopt forms of corporate records; (c)  authorize the issue of debt obligations; (d)  appoint officers; (e)  appoint one or more auditors to hold office until the first annual or special meeting of members; (f)  make banking arrangements; (g)  issue memberships; and (h)  transact any other business.  2010, c. 15, s. 32 (1). Calling first meeting (2) An incorporator or a director may call the first
meeting of the directors by giving not less than five days notice to each director, stating the time and, if applicable, the place of the meeting. 2010, c. 15, s. 32 (2); 2023, c. 9, Sched. 22, s. 2 (1). Exception (3) Any matter referred to in subsection (1) may be dealt with by the directors by a resolution in accordance with subsection 35 (1) instead of at a meeting.  2010, c. 15, s. 32 (3). Same (4) Subsection (1) does not apply to a body corporate that is an amalgamated corporation under section 110 or that is continued under section 114.  2010, c. 15, s. 32 (4). Instructions re attending meeting by telephonic, etc. means (5) If the directors may attend the first meeting of the directors by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting. 2023, c. 9, Sched. 22, s. 2 (2). Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 2 (1, 2) - 01/10/2023
33 A director is entitled to attend and be heard at every meeting of the members.  2010, c. 15, s. 33.
35 (1) A resolution, 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 of a committee of directors.  2010, c. 15, s. 35 (1). Copy to be kept (2) The corporation shall keep a copy of every resolution referred to in subsection (1) with the minutes of the meetings of the directors or of a committee of directors.  2010, c. 15, s. 35 (2).
36 (1) Directors may appoint from their number a managing director or a committee of directors and may delegate to the managing director or committee any of the powers of the directors.  2010, c. 15, s. 36 (1). Limitation (2) Despite subsection (1), directors may not delegate the following powers to a managing director or committee of directors: 1.  To submit to the members any question or matter requiring the approval of the members. 2.  To fill a vacancy among the directors or in the position of auditor or of a person appointed to conduct a review engagement of the corporation. 3.  To appoint additional directors. 4.  To issue debt obligations except as authorized by the directors. 5.  To approve any financial statements under section 83. 6.  To adopt, amend or repeal by-laws. 7.  To establish contributions to be made, or dues to be paid, by members under section 86.  2010, c. 15, s. 36 (2).
37 An act of a director or an officer is valid despite an irregularity in his or her election or appointment or a defect in his or her qualification.  2010, c. 15, s. 37.
38 Unless a ballot is demanded, an entry in the minutes of a meeting of the directors to the effect that the chair 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.  2010, c. 15, s. 38.
39 (1) Directors who vote for or consent to a resolution authorizing either of the following are jointly and severally liable to restore to the corporation any money or property so paid or distributed and not otherwise recovered by the corporation: 1.  A payment or distribution to a member, a director or an officer contrary to this Act. 2.  A payment of an indemnity contrary to this Act.  2010, c. 15, s. 39 (1). Joint liability (2) A director who has satisfied a judgment is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded.  2010, c. 15, s. 39 (2). Application to court (3) A director liable under subsection (1) is entitled to apply to the court for an order compelling a member, director or other recipient to pay or deliver to the director any money or property that was paid or distributed to the member, director or other recipient contrary to section 46 or 89.  2010, c. 15, s. 39 (3). Powers of court (4) In connection with an application under subsection (3), the court may, if it is satisfied that it is equitable to do so, (a)  order a member, director or other recipient to pay or deliver to a director any money or property that was paid or distributed to the member, director or other recipient contrary to section 46 or 89; and (b)  make any further order it thinks fit.  2010, c. 15, s. 39 (4). 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.  2010, c. 15, s. 39 (5).
42 (1) Subject to the articles or the by-laws, (a)  the directors may designate the offices of the corporation, appoint officers, 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 36 (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.  2010, c. 15, s. 42 (1). Chair (2) A director shall be appointed chair of the board of directors and shall carry out the duties of the chair in accordance with the by-laws.  2010, c. 15, s. 42 (2). Duties of directors and officers
43 (1) Every director and officer in exercising his or her powers and discharging his or her duties to the corporation 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.  2010, c. 15, s. 43 (1). Duty to comply with Act, etc. (2) Every director and officer shall comply with, (a)  this Act and the regulations; and (b)  the corporation’s articles and by-laws.  2010, c. 15, s. 43 (2). Cannot contract out of statutory duty (3) No provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act and the regulations or relieves him or her from liability for a breach of this Act or the regulations.  2010, c. 15, s. 43 (3).
44 A director is not liable under section 39 and has complied with his or her duties under subsection 43 (2) 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 him or her by an officer of the corporation or in a report of the auditor of the corporation or of a person who conducted a review engagement of the corporation to present fairly the financial position of the corporation in accordance with generally accepted accounting principles; (b)  an interim or other financial report of the corporation represented to him or her by an officer of the corporation to present fairly the financial position of the corporation in accordance with generally accepted accounting principles; (c)  a report or advice of an officer or employee of the corporation, if it is reasonable in the circumstances to rely on the report or advice; or (d)  a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by them.  2010, c. 15, s. 44.
45 (1) A director who is present at a meeting of the 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’s dissent is entered in the minutes of the meeting; (b)  the director requests that his or her dissent be entered in the minutes of the meeting; (c)  the director gives his or her dissent to the secretary of the meeting before the meeting is terminated; or (d)  the director submits his or her dissent immediately after the meeting is terminated  to the corporation.  2010, c. 15, s. 45 (1). Same (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1).  2010, c. 15, s. 45 (2). Same (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 seven days after becoming aware of the resolution, the director, (a)  causes his or her dissent to be placed with the minutes of the meeting; or (b)  submits his or her dissent to the corporation.  2010, c. 15, s. 45 (3).
47 (1) Subject to the articles or the by-laws, the directors may fix the remuneration of the directors, officers and employees of the corporation.  2010, c. 15, s. 47 (1). Services performed in other capacity (2) Subject to the by-laws, a director, an officer or a member of a corporation may receive reasonable remuneration and expenses for any services to the corporation that he or she performs in any other capacity.  2010, c. 15, s. 47 (2). PART V   MEMBERS Membership
48 (1) The by-laws of a corporation must set out the conditions required for being a member of the corporation, including whether a corporation or other entity may be a member.  2010, c. 15, s. 48 (1). Members by virtue of office (2) The by-laws may provide for persons to be members by virtue of their office.  2010, c. 15, s. 48 (2). Classes or groups of members (3) If the articles provide for two or more classes or groups of members, the by-laws must 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.  2010, c. 15, s. 48 (3). Voting rights — one class or group (4) 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.  2010, c. 15, s. 48 (4). Same — two or more classes or groups (5) If the articles provide for two or more classes or groups of members, the articles must provide the members of at least one class or group with the right to vote at meetings of the members.  2010, c. 15, s. 48 (5). One vote per member (6) Unless the articles provide otherwise, each member is entitled to one vote at a meeting of the members.  2010, c. 15, s. 48 (6). Representative of non-human member (7) The corporation shall recognize any individual authorized by a member corporation or other entity to represent the member at meetings and the individual may exercise all the powers of that corporation or entity on its behalf.  2010, c. 15, s. 48 (7). Transfer of membership (8) Unless the articles or by-laws provide otherwise, a membership may be transferred only to the corporation.  2010, c. 15, s. 48 (8).
49 The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws.  2010, c. 15, s. 49.
50 (1) Unless the articles or by-laws of a corporation provide otherwise, a membership is terminated when, (a)  the member dies or resigns; (b)  the member is expelled or the person’s 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 or dissolved under Part XII.  2010, c. 15, s. 50 (1). Termination of member’s rights (2) Unless this Act, the articles or by-laws provide otherwise, the rights of a member, including any rights in the property of the corporation, cease to exist on termination of the membership.  2010, c. 15, s. 50 (2).
51 (1) The articles or by-laws may provide that the directors, the members or any committee of directors or members have power to discipline a member or to terminate their membership. If the articles or by-laws provide for such a power, they must set out the circumstances and the manner in which that power may be exercised.  2010, c. 15, s. 51 (1). Good faith requirement (2) Any disciplinary action or termination of membership must be done in good faith and in a fair and reasonable manner.  2010, c. 15, s. 51 (2). Fair and reasonable procedure (3) For the purposes of subsection (2), a procedure is fair and reasonable if, (a)  a member is given at least 15 days notice of a disciplinary action or termination with reasons; and (b)  the member is given an opportunity to be heard, orally, in writing or in another format permitted by the corporation’s articles or by-laws, not less than five days before the disciplinary action or termination of membership becomes effective, by the person with authority to impose or revoke the disciplinary action or termination.  2010, c. 15, s. 51 (3). Notice (4) A notice required under this section may be given by any method reasonably intended to give actual notice.  2010, c. 15, s. 51 (4). Application to court (5) A member of a corporation who claims to be aggrieved because they were disciplined or because their membership was terminated may apply to the court under section 191.  2010, c. 15, s. 51 (5). Calling meetings of members
52 (1) The directors of a corporation shall call an annual meeting of the members of the corporation, (a)  within 18 months after the corporation comes into existence; and (b)  subsequently, not later than 15 months after holding the preceding annual meeting.  2010, c. 15, s. 52 (1). Special meeting (2) The directors of a corporation may at any time call a special meeting of the members.  2010, c. 15, s. 52 (2).