Canada Not-for-profit Corporations Act (S.C. 2009, c. 23)
Assented to 2009-06-23
Marginal note:Right to submit and discuss
163. (1) A member entitled to vote at an annual meeting of members may
(a) submit to the corporation notice of any matter that the member proposes to raise at the meeting, referred to in this section as a “proposal”; and
(b) discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.
Marginal note:Proposal set out in notice
(2) A corporation shall include the proposal in the notice of meeting required under section 162.
Marginal note:Supporting statement
(3) If so requested by the member who submits a proposal, the corporation shall include in the notice of meeting a statement in support of the proposal by the member and the name and address of the member. The statement and the proposal shall together not exceed the prescribed maximum number of words.
(4) The member who submitted the proposal shall pay any cost of including the proposal and any statement in the notice of the meeting at which the proposal is to be presented, unless it is otherwise provided in the by-laws or in an ordinary resolution of the members present at the meeting.
Marginal note:Proposal nominating directors
(5) A proposal may include nominations for the election of directors if the proposal is signed by not less than the prescribed percentage of the members of a class or group of members of the corporation entitled to vote at the meeting at which the proposal is to be presented or any lesser number of members as provided in the by-laws, but this subsection does not preclude nominations made at a meeting of members.
(6) A corporation is not required to comply with subsections (2) and (3) if
(a) the proposal is not submitted to the corporation within the prescribed period;
(b) it clearly appears that the primary purpose of the proposal is to enforce a personal claim or redress a personal grievance against the corporation or its directors, officers, members or debt obligation holders;
(c) it clearly appears that the proposal does not relate in a significant way to the activities or affairs of the corporation;
(d) not more than the prescribed period before the receipt of the proposal, the member failed to present — in person or, if authorized by the by-laws, by proxy — at a meeting of members, a proposal that at the member’s request had been included in a notice of meeting;
(e) substantially the same proposal was submitted to members in a notice of a meeting of members held not more than the prescribed period before the receipt of the proposal and did not receive the prescribed minimum amount of support at the meeting; or
(f) the rights conferred by this section are being abused to secure publicity.
(7) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section.
Marginal note:Notice of refusal
(8) If a corporation refuses to include a proposal in a notice of meeting, it shall, within the prescribed period after the day on which it receives the proposal, notify in writing the member submitting the proposal of its intention to omit it from the notice of meeting and of the reasons for the refusal.
Marginal note:Member may apply to court
(9) On the application of a member submitting a proposal who is aggrieved by the refusal, a court may restrain the holding of the meeting at which the proposal is sought to be presented and make any further order that it thinks fit.
Marginal note:Corporation’s application to court
(10) On the application of the corporation or any other person aggrieved by a proposal, a court may, if it is satisfied that subsection (6) applies, make an order permitting the corporation to omit the proposal from the notice of meeting and may make any further order that it thinks fit.
Marginal note:Director entitled to notice
(11) An applicant under subsection (9) or (10) shall give the Director notice of the application and the Director is entitled to appear and be heard in person or by counsel.
Marginal note:Quorum set in by-laws
164. (1) The by-laws may set out the quorum for a meeting of members, but the quorum set out shall be in conformity with any prescribed requirements.
Marginal note:Quorum in any other case
(2) If the by-laws do not set out such a quorum, the quorum is a majority of members entitled to vote at the meeting.
Marginal note:Opening quorum sufficient
(3) If a quorum is present at the opening of a meeting of members, the members present may, unless the by-laws otherwise provide, proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
(4) If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business.
Marginal note:One member meeting
(5) If a corporation has only one member, or only one member in any class or group of members, the member present in person or who submits a vote that meets the requirements of section 171 constitutes a meeting.
165. (1) Subject to section 171 and the by-laws, voting at a meeting of members shall be by show of hands, except if a ballot is demanded by a member entitled to vote at the meeting.
(2) A member may demand a ballot either before or after any vote by show of hands.
Marginal note:Electronic voting
(3) Despite subsection (1), unless the by-laws otherwise provide, any vote referred to in that subsection may be held, in accordance with the regulations, if any, entirely by means of a telephonic, an electronic or other communication facility, if the corporation makes available such a communication facility.
Marginal note:Voting while participating electronically
(4) Unless the by-laws otherwise provide, any person participating in a meeting of members under subsection 159(4) or (5) and entitled to vote at that meeting may vote, and that vote may be held, in accordance with the regulations, if any, by means of the telephonic, electronic or other communication facility that the corporation has made available for that purpose.
Marginal note:Resolution in lieu of meeting
166. (1) Except where a written statement is submitted by a director under subsection 131(1) or by a public accountant under subsection 187(4),
(a) a resolution in writing signed by all the members entitled to vote on that resolution at a meeting of members is as valid as if it had been passed at a meeting of the members; and
(b) a resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of members, and signed by all the members entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of members.
Marginal note:Filing resolution
(2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of members.
(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.
Marginal note:Requisition of meeting
167. (1) The members of a corporation who hold the prescribed percentage of votes that may be cast at a meeting of members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition.
(2) The requisition referred to in subsection (1), which may consist of several documents of similar form each signed by one or more members, shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the corporation.
Marginal note:Directors calling meeting
(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business stated in the requisition, unless
(a) a record date has been fixed under paragraph 161(1)(a);
(b) the directors have called a meeting of members and have given notice of the meeting under section 162; or
(c) the business of the meeting as stated in the requisition includes matters described in paragraphs 163(6)(b) to (f).
Marginal note:Member calling meeting
(4) If the directors do not call a meeting within the prescribed period after receiving the requisition referred to in subsection (1), any member who signed the requisition may call the meeting.
(5) A meeting called under this section shall be called as nearly as possible in the manner in which meetings are to be called under the by-laws and this Part.
(6) Unless the members otherwise resolve at a meeting called under subsection (4), the corporation shall reimburse the members for the expenses reasonably incurred by them in requisitioning, calling and holding the meeting.
Marginal note:Meeting called by court
168. (1) A court, on the application of a director, a member who is entitled to vote at a meeting of members or the Director, may order a meeting of a corporation to be called, held and conducted in the manner that the court directs, if
(a) it is not practicable to call the meeting within the time or in the manner in which it is otherwise to be called;
(b) it is not practicable to conduct the meeting in the manner required by this Act or the by-laws; or
(c) the court thinks that the meeting should be called, held and conducted within the time or in the manner that it directs for any other reason.
Marginal note:Varying quorum
(2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section.
Marginal note:Valid meeting
(3) A meeting called, held and conducted under this section is for all purposes a meeting of members of the corporation duly called, held and conducted.
Marginal note:Court review of election
169. (1) A corporation or a member or director may apply to a court to determine any controversy with respect to an election or appointment of a director or public accountant of the corporation.
Marginal note:Powers of court
(2) On an application under this section, the court may make
(a) an order restraining a director or public accountant whose election or appointment is challenged from acting pending determination of the dispute;
(b) an order declaring the result of the disputed election or appointment;
(c) an order 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;
(d) an order determining the voting rights of members and of persons claiming to hold memberships; and
(e) any other order that it thinks fit.
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