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

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.

Marginal note:Unanimous member agreement

• 170. (1) An otherwise lawful written agreement among all the members of a corporation that is not a soliciting corporation, or among all the members and one or more persons who are not members, that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation is valid.

• Marginal note:Declaration by sole member

  (2) A written declaration of the sole member of a corporation that similarly restricts the directors’ powers is valid.

• Marginal note:Constructive party

  (3) A person who becomes a member of a corporation that is subject to a unanimous member agreement is deemed to be a party to the agreement.

• Marginal note:When no notice given

  (4) If notice is not given to a member of the existence of a unanimous member agreement, in the manner referred to in subsection 42(2) or otherwise, the member may, no later than the prescribed period after they become aware of the existence of the agreement, rescind the transaction by which they acquired the membership and, within that period, the member is entitled to the return of any amount paid in respect of the membership.

• Marginal note:Rights of member

  (5) To the extent that a unanimous member agreement restricts the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation, parties to the agreement who are given that power to manage or supervise the management of the activities and affairs of the corporation have all the rights, powers, duties and liabilities of a director of the corporation, whether they arise under this Act or otherwise, including any defences available to the directors, and the directors are relieved of their rights, powers, duties and liabilities, including their liabilities under section 146, to the same extent.

• Marginal note:Discretion of members

  (6) Nothing in this section prevents members from fettering their discretion when exercising the powers of directors under a unanimous member agreement.

• Marginal note:No absentee voting

  (7) Members that are party to a unanimous member agreement may not vote in accordance with section 171 when exercising the authority delegated to them under the agreement.

• Marginal note:Termination

  (8) If the unanimous member agreement does not provide for its termination, the members may terminate the agreement by a special resolution.