Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)

Marginal note:Qualifications of directors

• 126 (1) The following persons are disqualified from being a director of a corporation:

  • (a) anyone who is less than 18 years of age;

  • (b) anyone who is incapable;

  • (c) a person who is not an individual; and

  • (d) a person who has the status of a bankrupt.

• Marginal note:Membership

  (2) Unless the by-laws otherwise provide, a director of a corporation is not required to be a member of the corporation.

• Marginal note:No alternate directors

  (3) No person shall act for an absent director at a meeting of directors.

Marginal note:Organization meeting

• 127 (1) After the issue of the certificate of incorporation, the directors of a corporation shall hold a meeting at which the directors may

  • (a) make by-laws;

  • (b) adopt forms of debt obligation certificates and corporate records;

  • (c) authorize the issue of debt obligations;

  • (d) appoint officers;

  • (e) appoint a public accountant to hold office until the first annual meeting of members;

  • (f) issue memberships;

  • (g) make banking arrangements; and

  • (h) transact any other business.

• Marginal note:Exception

  (2) Subsection (1) does not apply to a body corporate to which a certificate of amalgamation has been issued under subsection 208(4) or to which a certificate of continuance has been issued under subsection 211(5).

• Marginal note:Calling meeting

  (3) An incorporator or a director may call the meeting by giving notice of the time and place of the meeting to each director within the prescribed period.

• Marginal note:Waiver of notice

  (4) A director may waive notice of the meeting, and attendance of a director at the meeting is a waiver of notice of the meeting, except if the director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

• Marginal note:Resolution in lieu of meeting

  (5) If all directors sign a resolution dealing with any matter referred to in paragraphs (1)(a) to (g), they are not required to hold the meeting referred to in subsection (1).

• Marginal note:Filing resolution

  (6) A copy of the resolution shall be kept with the minutes of the meetings of directors.

Marginal note:Notice of directors

• 128 (1) At the time of sending articles of incorporation, a notice of directors in the form that the Director fixes shall be sent to the Director.

• Marginal note:Term of office

  (2) Each director named in the notice holds office from the issue of the certificate of incorporation until the first meeting of members.

• Marginal note:Election of directors

  (3) Members shall, by ordinary resolution at each annual meeting at which an election of directors is required, elect directors to hold office for a term expiring within the prescribed period.

• Marginal note:Staggered terms

  (4) It is not necessary that all directors elected at a meeting of members hold office for the same term.

• Marginal note:No stated terms

  (5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of members following the director’s election.

• Marginal note:Incumbent directors

  (6) Despite subsections (2), (3) and (5), if directors are not elected at a meeting of members, the incumbent directors continue in office until their successors are elected.

• Marginal note:Vacancy among candidates

  (7) If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of a lack of consent, a disqualification under section 126 or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

• Marginal note:Appointment of directors

  (8) The directors may, if the articles of the corporation so provide, 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 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 members.

• Marginal note:Election or appointment as director

  (9) 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

  • (a) the individual was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or

  • (b) the individual was not present at the meeting when the election or appointment took place and

    • (i) consented to hold office as a director in writing before the election or appointment or within the prescribed period, or

    • (ii) has acted as a director after the election or appointment.

Marginal note:Ceasing to hold office

• 129 (1) A director of a corporation ceases to hold office when the director dies, resigns, is removed in accordance with section 130 or becomes disqualified under section 126.

• Marginal note:Effective date of resignation

  (2) A resignation of a director becomes effective at the time a written resignation is sent to the corporation or at the time specified in the resignation, whichever is later.

Marginal note:Removal of directors

• 130 (1) The members of a corporation may by ordinary resolution at a special meeting remove any director or directors from office.

• Marginal note:Exception

  (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 those members.

• Marginal note: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, if not so filled, may be filled under section 132.

• Marginal note:Resignation or removal

  (4) 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.

• Marginal note:Exception

  (5) Subsection (4) 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, a notary, an accountant or other professional who participates in the management of the corporation solely by providing professional services; or

  • (c) a trustee in bankruptcy, receiver, receiver-manager, sequestrator 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.

Marginal note:Statement of director

• 131 (1) Subject to the by-laws, a director is entitled to submit to the corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the director if a meeting is called for that purpose.

• Marginal note:Circulating statement

  (2) A corporation shall immediately give notice to the members of the statement in the manner referred to in section 162.

• Marginal note:Statement to Director

  (3) A corporation shall immediately send a copy of the statement to the Director.

• Marginal note:Immunity

  (4) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section.

Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note: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.

• Marginal note:Unexpired term

  (6) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

Marginal note: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.

• Marginal note: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.

• Marginal note: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.

Marginal note: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.

• Marginal note: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.

• Marginal note: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.