(6) A guarantor or, in Quebec, a surety for an issuer is deemed to be an issuer to the extent of the guarantee, whether or not the obligation is noted on the debt obligation. CANADA NOT-FOR-PROFIT CORPORATIONS ACT. 162 (1) The corporation shall give members entitled to vote at a meeting of members notice of the time and place of the meeting in accordance with the by-laws and the regulations. (3) The resolution is valid only until the following annual meeting of members. Marginal note:If identical debt obligation not available. (5.1) A corporation becomes a soliciting corporation for a prescribed duration from the prescribed date, if it received, during the prescribed period, income in excess of the prescribed amount in the form of, (a) donations or gifts or, in Quebec, gifts or legacies of money or other property requested from any person who is not. 68 A purchaser acquires rights only to the extent of the interest or right purchased. 11 (1) Subject to subsection 13(1), the name of a corporation may be set out in its articles in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets any prescribed criteria. Marginal note:Request to Director to cancel articles, (3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and any related certificate of the corporation if, (a) the cancellation is approved by the directors of the corporation; and. (2) Any proceedings under this Part to dissolve or to liquidate and dissolve a corporation that are pending when a trustee, interim receiver or receiver referred to in subsection (1) becomes entitled to act with respect to the corporation are stayed until the end of the prescribed period after. (a) an order appointing, replacing or discharging a receiver, receiver-manager or sequestrator and approving their accounts; (b) an order determining the notice to be given to any interested person or dispensing with notice to any person; (c) an order fixing the remuneration of the receiver, receiver-manager or sequestrator; (d) an order requiring the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator is appointed, to make good any default in connection with the receiver’s, receiver-manager’s or sequestrator’s custody or management of the property and activities of the corporation, or relieving the receiver, receiver-manager or sequestrator, or a person by or on behalf of whom the receiver, receiver-manager or sequestrator was appointed, from any default on any terms that the court thinks fit; (e) an order confirming any act of the receiver, receiver-manager or sequestrator; (f) an order giving directions on any matter relating to the duties of the receiver, receiver-manager or sequestrator; and, Marginal note:Duties of receiver and receiver-manager, 123 A receiver or receiver-manager shall. (d) after giving the notice required under paragraphs (a) and (b) and adequately providing for the discharge of all of its liabilities, distribute its remaining property, either in money or in kind, in accordance with sections 235 and 236. 121 A receiver, receiver-manager or sequestrator of a corporation appointed under an instrument or act shall. P.C. (a) failed for the prescribed period to comply with the requirements of this Act with respect to the holding of annual meetings of members; (b) contravened subsection 17(2) or section 22, 23, 174 or 175; or. 95 (1) An issuer may require an assurance that each necessary endorsement on a debt obligation is genuine and effective by requiring a guarantee of the signature of the person endorsing the debt obligation and by requiring. (a) a former or present member or debt obligation holder of a corporation or any of its affiliates; (b) a present or former registered holder or beneficial owner of a share of an affiliate of a corporation; (c) a former or present director or officer of a corporation or any of its affiliates; (e) any other person who, in the discretion of a court, is a proper person to make an application under this Part. (plaignant). 240 (1) On the dissolution of a corporation under this Act, the portion of the property distributable to a creditor or member who cannot be found shall be converted into money and paid to the Receiver General. 266 (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document. (4) It is not necessary that all directors elected at a meeting of members hold office for the same term. You are required to amend your articles if you make changes to the following: 1. the corporation's name; 2. the province or territory in which your registered office is located; 3. the fixed, minimum or maximum number of directors; 4. the classes, or regional or other groups, of members; 5. the restrictions on the activities the not-for-profit corporation m… 25 (1) On the application of a corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to refuse, in whole or in part, to allow access to corporate records or to furnish information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation. (a) an effort to influence the voting of members; (b) requisitioning a meeting of members; or. Marginal note:Certificate of amalgamation. (2) A good faith purchaser who receives a new, reissued or re-registered debt obligation and who registers a transfer guarantees only that the purchaser has no knowledge of any unauthorized signature in a necessary endorsement. (b) access to records, documents, books, accounts and vouchers of the corporation or any of its subsidiaries. 177 A corporation shall, at the request of the Director, furnish the Director with a copy of the documents referred to in subsection 172(1). 15 (1) Subject to this section and unless the contract expressly provides otherwise, a person who enters into, or purports to enter into, a written contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to its benefits. (4) A public accountant appointed to fill a vacancy holds office for the unexpired term of the public accountant’s predecessor. (7) Despite any provision of the Canada Corporations Act, the Ogdensburg Bridge Authority is dissolved six months after the day on which this subsection comes into force if it does not apply for letters patent under section 156 of the Canada Corporations Act within that six-month period. 284 (1) The Director may require that a document required by this Act or the regulations to be sent to the Director or a fact stated in such a document be verified in accordance with subsection (2). (2) In the absence of evidence to the contrary, the following documents, when introduced as evidence in any civil, criminal or administrative action or proceeding, are proof of their contents: (a) a certificate referred to in subsection (1); (b) a document certified to be a true extract from the corporation’s register of directors, officers, members and debt obligation holders; and. Marginal note:Voting while participating electronically. (3) The directors of a corporation may at any time call a special meeting of members. 59 Subject to section 62, the fact that a debt obligation is not genuine is a complete defence for the issuer even against a good faith purchaser. On September 28, 2016, Bill C-25 An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Actwas introduced. 41 (1) A debt obligation certificate shall be signed by at least one of the following persons, or a facsimile of the signature shall be reproduced on the certificate: (a) a director or officer of the issuer; (b) a transfer agent or branch transfer agent of the issuer, or an individual acting on their behalf; or. 175 (1) A corporation, within the prescribed period, shall send a copy or summary of the documents referred to in subsection 172(1) or a copy of a publication of the corporation reproducing the information contained in the documents or summary to each member, other than a member who, in writing, declines to receive such documentation. (4) If a guarantee referred to in subsection (1) or (3) is made to any person who, relying on the guarantee, takes or deals with the debt obligation, the guarantor is liable to the person for any loss resulting from breach of warranty. (3) Subsection (1) applies whether or not the financial statements of the holding corporation reported on by the public accountant are in consolidated form. (6) A reorganization becomes effective on the date shown in the certificate of amendment and the articles are amended accordingly. (2) Articles of incorporation shall set out, in respect of the proposed corporation, any provision required by any other Act of Parliament to be set out in the articles. 14 (1) If the Director assigns a new name to a corporation under subsection 13(5), the Director shall issue a certificate of amendment showing the name and shall publish notice of the change of name as soon as practicable in a publication generally available to the public. Marginal note:Compliance or restraining order. If compliance with any of those conditions is subject to review by an auditor or accountant, evidence of compliance also includes an opinion or report of the public accountant of the issuer, guarantor or surety, or any other accountant that the trustee selects, that those conditions have been complied with. (2) A director who has satisfied a judgment rendered under this section is entitled to recover from the other directors who voted for or consented to the unlawful act on which the judgment was founded their respective shares. (6) Subject to subsection (9), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 211 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act. Marginal note:Dispensing with public accountant. (b) revenues referred to in paragraph 189(2)(a), if the corporation is not a designated corporation. 308 [Repealed before coming into force, 2009, c. 23, s. 360]. 51 An issuer is not required to inquire into the existence of, or see to the performance of, any duty owed to a third person by a registered holder, or a person who may be treated as a registered holder, of a debt obligation. 133 (1) The members of a corporation may amend the articles to increase or decrease the number of directors, or the minimum or maximum number of directors, but no decrease shall shorten the term of an incumbent director. 27 A document executed or, in Quebec, signed on behalf of a corporation is not invalid merely because a corporate seal is not affixed to it. (5) A holder may convert an endorsement in blank into a special endorsement. (4) The remuneration of a public accountant may be fixed by ordinary resolution of the members or, if not so fixed, shall be fixed by the directors. 256 On the application of the Director for directions in respect of any matter concerning the Director’s duties under this Act, a court may give any directions and make any further order that it thinks fit. 187 (1) The public accountant is entitled to attend a meeting of members at the expense of the corporation and be heard on matters relating to the public accountant’s duties. (4) Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments to those articles. 55 The following rules apply in an action on a debt obligation: (a) each signature on the debt obligation certificate or in a necessary endorsement is admitted unless specifically denied in the pleadings; (b) a signature on the debt obligation is presumed to be genuine and authorized but, if the effectiveness of the signature is in issue, the burden of establishing that it is genuine and authorized is on the party claiming under the signature; (c) if a signature is admitted or established, production of a debt obligation certificate entitles the holder to recover on it unless the other party establishes a defence or defect going to the validity of the debt obligation; and. Marginal note:Duty under instrument or act. 96 If an issuer, in relation to a transfer, demands assurance other than an assurance specified in subsection 95(1) and obtains a copy of a will, trust or partnership agreement or a by-law or similar document, the issuer is deemed to have notice of all matters contained in the document that affect the transfer. (2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear before the court and be heard in person or by counsel. Marginal note:Removal of public accountant. 129 (1) A director of a corporation ceases to hold office when the director dies, resigns, is removed in accordance with section 130 or becomes disqualified under section 126. (g) to the extent that a person described in any of paragraphs (a) to (f) may act through an agent or mandatary, the person’s authorized agent or mandatary. (6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual, (a) in the individual’s capacity as a director or an officer of the corporation; or. (2) If the by-laws do not set out such a quorum, the quorum is a majority of members entitled to vote at the meeting. (c) in the case of a body corporate incorporated under the Pension Fund Societies Act, the text of that Act and the by-laws of the body corporate. The roles and responsibilities of the corporation's directors. (3) A director, unless sued for a debt referred to in subsection (1) while a director or within two years after ceasing to be a director, is not liable under this section. Marginal note:Notice to directors and members. Marginal note:Eliminating conflict of interest. Marginal note:Power of Governor in Council. 36 (1) The members of a corporation are not, in that capacity, liable for any liability of the corporation, including any arising under paragraph 253(3)(f) or (g), or any act or default of the corporation, except as otherwise provided by this Act. (f) effect an exchange or create a right of exchange of all or part of the memberships of another class or group into the memberships of the class or group. It comes into force on a day to be named by proclamation of the Lieutenant Governor. (3) If, after the issue of a new debt obligation under subsection (2), a good faith purchaser of the original debt obligation presents the original one for registration of transfer, the issuer shall register the transfer unless registration would result in an overissue to which section 54 applies. (c) the director sends a dissent by registered mail or delivers it to the registered office of the corporation immediately after the meeting is adjourned. 111 (1) On the demand of a trustee, the issuer, the guarantor or, in Quebec, the surety of debt obligations issued under a trust indenture shall provide the trustee with evidence in any form that the trustee may require for compliance with any condition relating to any action required or permitted to be taken by the issuer, guarantor or surety under the trust indenture. Marginal note:Subsidiary corporation exception, (2) A subsidiary corporation is not required to comply with this section if, (a) the financial statements of its holding corporation are in consolidated or combined form and include the accounts of the subsidiary; and. Marginal note:Limitation on issuer’s liability, 100 (1) Except as provided otherwise in any applicable law relating to the collection of taxes, an issuer is not liable to the owner or any other person who incurs a loss as a result of the registration of a transfer of a debt obligation if, (a) the necessary endorsements were on or with the debt obligation; and. (3) A vacancy created by the removal of a director may be filled at the meeting of the members at which the director is removed or, if not so filled, may be filled under section 132. Certified copy its good faith purchaser after the date shown in the form and within the prescribed circumstances, Director. 3 )  distribute all or any of its liabilities 2009, c. 23, s. 360 ],... The committee an incumbent Director amendment in accordance with section 276 matter respect! Be refused under the CNFP Act for statutory declaration — register of.. Be carried on, ( 2 )  there is no valid reason for refusing to issue the.! 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