Canada Not-for-profit Corporations Act

Marginal note:Notice of directors

• 128 (1) At the time of sending articles of incorporation, a notice of directors in the form that the Director fixes shall be sent to the Director.

• Marginal note:Term of office

  (2) Each director named in the notice holds office from the issue of the certificate of incorporation until the first meeting of members.

• Marginal note:Election of directors

  (3) Members shall, by ordinary resolution at each annual meeting at which an election of directors is required, elect directors to hold office for a term expiring within the prescribed period.

• Marginal note:Staggered terms

  (4) It is not necessary that all directors elected at a meeting of members hold office for the same term.

• Marginal note:No stated terms

  (5) A director not elected for an expressly stated term ceases to hold office at the close of the first annual meeting of members following the director’s election.

• Marginal note:Incumbent directors

  (6) Despite subsections (2), (3) and (5), if directors are not elected at a meeting of members, the incumbent directors continue in office until their successors are elected.

• Marginal note:Vacancy among candidates

  (7) If a meeting of members fails to elect the number or the minimum number of directors required by the articles by reason of the lack of consent, the disqualification, the incapacity or the death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of directors so elected constitutes a quorum.

• Marginal note:Appointment of directors

  (8) The directors may, if the articles of the corporation so provide, appoint one or more additional directors, who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total number of directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of members.

• Marginal note:Election or appointment as director

  (9) An individual who is elected or appointed to hold office as a director is not a director, and is deemed not to have been elected or appointed to hold office as a director, unless

  • (a) the individual was present at the meeting when the election or appointment took place and did not refuse to hold office as a director; or

  • (b) the individual was not present at the meeting when the election or appointment took place and

    • (i) consented to hold office as a director in writing before the election or appointment or within the prescribed period, or

    • (ii) has acted as a director after the election or appointment.