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Canada Not-for-profit Corporations Regulations (SOR/2011-223)

Regulations are current to 2024-03-06 and last amended on 2022-08-31. Previous Versions

PART 4By-Laws and Meetings of Members (continued)

Member Proposals (continued)

 For the purpose of subsection 163(8) of the Act, the prescribed period is 21 days.

Quorum for Meeting of Members

 For the purpose of subsection 164(1) of the Act, the quorum for a meeting of members set out in the by-laws shall be a fixed number of members, a percentage of members or a number or percentage of members that is determined or determinable by a formula.

Communication Facilities for Meeting of Members

  •  (1) For the purpose of subsection 165(3) of the Act, when a vote is to be taken at a meeting of members, the voting may be carried out by means of a telephonic, electronic or other communication facility, if the facility

    • (a) enables the votes to be gathered in a manner that permits their subsequent verification; and

    • (b) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member or group of members voted.

  • (2) For the purpose of subsection 165(4) of the Act, a person who is entitled to vote at a meeting of members may vote by means of a telephonic, electronic or other communication facility, if the facility

    • (a) enables the vote to be gathered in a manner that permits its subsequent verification; and

    • (b) permits the tallied vote to be presented to the corporation without it being possible for the corporation to identify how the person voted.

Requisition of Meeting of Members

  •  (1) For the purpose of subsection 167(1) of the Act, the prescribed percentage is five per cent.

  • (2) For the purpose of subsection 167(4) of the Act, the prescribed period is 21 days.

Unanimous Member Agreements

 For the purpose of subsection 170(4) of the Act, the prescribed period is 30 days.

Absentee Voting

  •  (1) For the purpose of subsection 171(1) of the Act, the prescribed methods of voting are

    • (a) voting by proxy in accordance with subsection (2);

    • (b) voting by mailed-in ballot if the corporation has a system that

      • (i) enables the votes to be gathered in a manner that permits their subsequent verification, and

      • (ii) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted; and

    • (c) voting by means of a telephonic, electronic or other communication facility that

      • (i) enables the votes to be gathered in a manner that permits their subsequent verification, and

      • (ii) permits the tallied votes to be presented to the corporation without it being possible for the corporation to identify how each member voted.

  • (2) Members not in attendance at a meeting of members may vote by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

    • (a) a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;

    • (b) a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary

      • (i) at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or

      • (ii) with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;

    • (c) a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;

    • (d) if a form of proxy is created by a person other than the member, the form of proxy shall

      • (i) indicate, in bold-face type,

        • (A) the meeting at which it is to be used,

        • (B) that the member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and

        • (C) instructions on the manner in which the member may appoint the proxyholder,

      • (ii) contain a designated blank space for the date of the signature,

      • (iii) provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,

      • (iv) provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,

      • (v) provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and

      • (vi) state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;

    • (e) a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;

    • (f) if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and

    • (g) a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting shall contain a specific statement to that effect.

PART 5Financial Disclosure

General

 For the purpose of paragraph 172(1)(a) of the Act, the comparative financial statements shall, except as otherwise provided by this Part, be prepared in accordance with the generally accepted accounting principles set out in the CPA Canada Handbook – Accounting or the CPA Canada Public Sector Accounting Handbook, as amended from time to time.

  • SOR/2016-98, s. 7

 For the purpose of subsection 174(3) of the Act, the prescribed period is 15 days.

 For the purpose of subsection 175(1) of the Act, the prescribed period is 21 to 60 days before the day on which an annual meeting of members is held or before the day on which a resolution is signed under section 166 of the Act, as the case may be.

  •  (1) For the purpose of paragraph 176(1)(a) of the Act, the prescribed period is 21 days.

  • (2) For the purpose of paragraph 176(1)(b) of the Act, the prescribed period after the day on which the preceding annual meeting should have been held or a resolution in lieu of the meeting should have been signed is 15 months and the prescribed period after the end of the corporation’s preceding financial year is six months.

Contents of Financial Statements

  •  (1) For the purpose of paragraph 172(1)(a) of the Act, the prescribed comparative financial statements are the following:

    • (a) a statement of financial position or a balance sheet;

    • (b) a statement of comprehensive income or a statement of retained earnings;

    • (c) a statement of changes in equity or an income statement; and

    • (d) a statement of cash flows or a statement of changes in financial position.

  • (2) The comparative financial statements need not be designated by the names set out in subsection (1).

PART 6Public Accountant

  •  (1) For the purpose of paragraph 179(a) of the Act, the prescribed amount is $50,000.

  • (2) For the purpose of paragraph 179(b) of the Act, the prescribed amount is $1,000,000.

 For the purpose of subsection 185(2) of the Act, the prescribed period is 21 days.

  •  (1) For the purpose of subsection 187(2) of the Act, the prescribed period is 10 days.

  • (2) For the purpose of subsection 187(8) of the Act, the prescribed period is 15 days.

  •  (1) For the purposes of subsections 188(1) and 189(2) of the Act, except as otherwise provided by Part 5, a review engagement shall be conducted, and for the purposes of section 191 of the Act, the report following the review engagement shall be prepared, in accordance with the generally accepted auditing standards set out in the CPA Canada Handbook – Assurance, as amended from time to time.

  • (2) For the purposes of subsections 188(2) and 189(1) of the Act, except as otherwise provided by Part 5, an audit engagement shall be conducted, and for the purposes of section 191 of the Act, the report following the audit engagement shall be prepared in accordance with the generally accepted auditing standards set out in the CPA Canada Handbook – Assurance, as amended from time to time.

  • SOR/2016-98, s. 8

 For the purpose of paragraph 189(2)(a) of the Act, the prescribed amount is $250,000.

PART 7Fundamental Changes

  •  (1) Despite subparagraph 207(1)(c)(ii) of the Act, the resolutions approving the amalgamation of a holding corporation with one or more of its subsidiary corporations may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating holding company.

  • (2) Despite subparagraph 207(2)(b)(ii) of the Act, the resolutions approving the amalgamation of two or more wholly-owned subsidiary corporations of the same holding body corporate may provide that the corporate name set out in the articles of amalgamation is not the same as that set out in the articles of the amalgamating subsidiary corporation whose memberships are not cancelled.

  •  (1) For the purpose of paragraph 208(3)(a) of the Act, the prescribed amount is $1,000.

  • (2) For the purpose of paragraph 208(3)(c) of the Act, the prescribed period is 30 days from the day on which the creditor receives the notice.

 For the purpose of subsection 212(9) of the Act, the prescribed period is 15 months.

PART 8Rules of Procedure for Applications for Exemptions

Application

 This Part applies to applications made under subsections 2(6), 25(1) and (2), 104(3), 160(2), 162(5) and 171(2) and sections 173, 190 and 271 of the Act.

Time for Making Applications

  •  (1) An application under subsection 2(6) or 25(1) or (2) or section 271 of the Act may be made at any time.

  • (2) An application under

    • (a) subsection 104(3) of the Act shall be made at least 30 days before the day on which the corporation is required to comply with Part 7 of the Act;

    • (b) subsection 160(2), 162(5) or 171(2) of the Act shall be made at least 30 days before the day on which the notice referred to in subsection 162(1) of the Act is to be given to the members; and

    • (c) section 173 or 190 of the Act be made at least 60 days before the documents in respect of which the exemption is requested are to be placed before the members in accordance with subsection 172(1) of the Act.

  • (3) Despite paragraph (2)(c), the Director shall extend the time for making an application for an exemption if the applicant establishes that no prejudice will result from the extension.

  • (4) For the purpose of paragraph (2)(b), when a notice referred to in subsection 162(1) of the Act is given to the members by a method set out in paragraph 63(1)(d), the date on which the notice was published for the first time is the date on which the notice is to be given.

General

 The Director may request that an applicant for an exemption provide the Director with further information or that any other person provide the Director with information in writing that is relevant to the application.

 The Director shall give an applicant for an exemption a copy of any information received from any other person under section 90 and shall allow the applicant a reasonable opportunity to respond in writing.

 If an applicant for an exemption or a person from whom the Director has requested information under section 90 does not provide the information within the time specified by the Director, the Director may examine the application without regard to the information.

PART 9Cancellation of Articles and Certificates

  •  (1) For the purpose of subsection 289(1) of the Act, the prescribed circumstances are that

    • (a) there is an obvious error in the articles or in the related certificate;

    • (b) there is an error in the articles or in the related certificate that was made by the Director;

    • (c) the cancellation of the articles and related certificate is ordered by a court; or

    • (d) the Director lacked the authority to issue the articles and related certificate.

  • (2) For the purpose of subsection 289(3) of the Act, the prescribed circumstances are that there is no dispute among the directors or members as to the circumstances of the request for cancellation and

    • (a) the corporation has not used the articles and related certificate; or

    • (b) if it has used them, anyone dealing with the corporation on the basis of the articles and related certificate has consented to the cancellation.

PART 10Prescribed Fees

  •  (1) The fee payable in respect of a service set out in items 1 to 3, column 1, of the schedule is the applicable fee set out in column 2.

  • (2) There is no fee payable in respect of the following services:

    • (a) the receipt and examination by the Director of articles of amendment sent under section 200 of the Act, if the only purpose of the amendment is to do one or more of the following:

      • (i) add an English or French version to the corporation’s name,

      • (ii) change the corporation’s name as directed by the Director under subsection 13(2), (3) or (4) of the Act, or

      • (iii) change the province in which the registered office is situated or the number of directors, if the articles are sent using the Director’s online service;

    • (b) the receipt and examination by the Director of documents sent under subsection 288(1) of the Act or a request for correction referred to in subsection 288(3) of the Act, if the correction relates solely to an error made by the Director;

    • (c) the receipt and examination by the Director of a request for a cancellation referred to in subsection 289(1) of the Act, in the circumstance referred to in paragraph 93(1)(b) of these Regulations; or

    • (d) the provision by the Director of

      • (i) an uncertified copy or uncertified extract under subsection 279(2) of the Act, if it is requested by a department or agency of the government of Canada or of the government of a province, by a municipality in Canada or by a police or law enforcement agency in Canada, or

      • (ii) an uncertified copy or uncertified extract of a profile of a corporation generated by the Director.

  • (3) In addition to the applicable fees set out in item 1 of the schedule, the fee set out in item 4 of the schedule is to be paid for

    • (a) the expedited examination of any of the following documents:

      • (i) articles of amalgamation sent under subsection 208(1) of the Act,

      • (ii) articles of continuance sent under subsection 211(4) of the Act,

      • (iii) a request for a document evidencing the satisfaction of the Director for the purpose of subsection 213(1) of the Act, or

      • (iv) articles of revival sent under subsection 219(2) of the Act; or

    • (b) the expedited examination of any of the following documents, if sent using the Director’s online service:

      • (i) articles of incorporation sent under section 8 of the Act, or

      • (ii) articles of amendment sent under section 200 of the Act.

 

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