Marginal note:Qualified privilege — defamation

196. Any oral or written statement or report made under this Act by the public accountant or former public accountant of a corporation has qualified privilege.

Marginal note:Amendment of articles or by-laws

• 197. (1) A special resolution of the members — or, if section 199 applies, of each applicable class or group of members — is required to make any amendment to the articles or the by-laws of a corporation to

  • (a) change the corporation’s name;

  • (b) change the province in which the corporation’s registered office is situated;

  • (c) add, change or remove any restriction on the activities that the corporation may carry on;

  • (d) create a new class or group of members;

  • (e) change a condition required for being a member;

  • (f) change the designation of any class or group of members or add, change or remove any rights and conditions of any such class or group;

  • (g) divide any class or group of members into two or more classes or groups and fix the rights and conditions of each class or group;

  • (h) add, change or remove a provision respecting the transfer of a membership;

  • (i) subject to section 133, increase or decrease the number of — or the minimum or maximum number of — directors fixed by the articles;

  • (j) change the statement of the purpose of the corporation;

  • (k) change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation;

  • (l) change the manner of giving notice to members entitled to vote at a meeting of members;

  • (m) change the method of voting by members not in attendance at a meeting of members; or

  • (n) add, change or remove any other provision that is permitted by this Act to be set out in the articles.

• Marginal note:Revocation

  (2) The directors of a corporation may, if authorized by the members in the special resolution effecting an amendment under this section, revoke the resolution before it is acted on without further approval of the members.

• Marginal note:Amendment of number name

  (3) Despite subsection (1), if a corporation has a designating number as a name, the directors may amend its articles to change that name to a verbal name.

Marginal note:Proposal to amend

• 198. (1) Subject to subsection (2), a director, or a member who is entitled to vote at an annual meeting of members, may, in accordance with section 163, propose to make an amendment referred to in subsection 197(1).

• Marginal note:Notice of amendment

  (2) Notice of a meeting of members at which a proposal to make an amendment referred to in subsection 197(1) is to be considered shall set out the proposed amendment.