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

Marginal note:Number of directors

125. A corporation shall have one or more directors, but a soliciting corporation shall not have fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

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 has been declared incapable by a court in Canada or in another country;

  • (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.