Interpretation Act (R.S.C., 1985, c. I-21)

Marginal note:Powers vested in corporations

• 21. (1) Words establishing a corporation shall be construed

  • (a) as vesting in the corporation power to sue and be sued, to contract and be contracted with by its corporate name, to have a common seal and to alter or change it at pleasure, to have perpetual succession, to acquire and hold personal property for the purposes for which the corporation is established and to alienate that property at pleasure;

  • (b) in the case of a corporation having a name consisting of an English and a French form or a combined English and French form, as vesting in the corporation power to use either the English or the French form of its name or both forms and to show on its seal both the English and French forms of its name or have two seals, one showing the English and the other showing the French form of its name;

  • (c) as vesting in a majority of the members of the corporation the power to bind the others by their acts; and

  • (d) as exempting from personal liability for its debts, obligations or acts individual members of the corporation who do not contravene the provisions of the enactment establishing the corporation.

• Marginal note:Corporate name

  (2) Where an enactment establishes a corporation and in each of the English and French versions of the enactment the name of the corporation is in the form only of the language of that version, the name of the corporation shall consist of the form of its name in each of the versions of the enactment.

• Marginal note:Banking business

  (3) No corporation is deemed to be authorized to carry on the business of banking unless that power is expressly conferred on it by the enactment establishing the corporation.

Marginal note:Majorities

• 22. (1) Where an enactment requires or authorizes more than two persons to do an act or thing, a majority of them may do it.

• Marginal note:Quorum of board, court, commission, etc.

  (2) Where an enactment establishes a board, court, commission or other body consisting of three or more members, in this section called an “association”,

  • (a) at a meeting of the association, a number of members of the association equal to,

    • (i) if the number of members provided for by the enactment is a fixed number, at least one-half of the number of members, and

    • (ii) if the number of members provided for by the enactment is not a fixed number but is within a range having a maximum or minimum, at least one-half of the number of members in office if that number is within the range,

    constitutes a quorum;

  • (b) an act or thing done by a majority of the members of the association present at a meeting, if the members present constitute a quorum, is deemed to have been done by the association; and

  • (c) a vacancy in the membership of the association does not invalidate the constitution of the association or impair the right of the members in office to act, if the number of members in office is not less than a quorum.