Bill C-4
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TABLE OF PROVISIONS
AN ACT RESPECTING NOT-FOR-PROFIT CORPORATIONS AND CERTAIN OTHER CORPORATIONS
SHORT TITLE
1. Canada Not-for-profit Corporations Act
PART 1
INTERPRETATION AND APPLICATION
Interpretation
2. Definitions
Application
3. Application of Act
Purpose
4. Purpose
Designation of Minister
5. Power of Governor in Council
PART 2
INCORPORATION
6. Incorporators
7. Articles of incorporation
8. Delivery of articles of incorporation
9. Certificate of incorporation
10. Effect of certificate
11. Alternate name
12. Reserving name
13. Prohibited names
14. Certificate of amendment
15. Pre-incorporation and pre-amalgamation contracts
PART 3
CAPACITY AND POWERS
16. Capacity of a corporation
17. Powers of a corporation
18. No constructive notice
19. Authority of directors, officers, agents and mandataries
PART 4
REGISTERED OFFICE AND RECORDS
20. Registered office
21. Corporate records
22. Access to corporate records
23. Requirement for statutory declaration — register of members
24. Examination by Director
25. Application for authorization — corporation
26. Form of records
27. Validity of unsealed documents
PART 5
CORPORATE FINANCE
28. Borrowing powers
29. [Deleted]
30. Repayment
31. Annual contributions or dues
32. Ownership of property
33. Directors not trustees
34. Investments by corporation
35. Distribution of property, accretions or profits
36. Surrendered memberships
37. Liability
PART 6
DEBT OBLIGATIONS, CERTIFICATES, REGISTERS AND TRANSFERS
Interpretation
38. Definitions
Debt Obligation Certificates
39. Debt obligation certificate
40. Fee
41. Jointly held debt obligations
42. Signatures
43. Contents of certificate
44. Contents of certificate
Registers
45. Registers
46. Agent or mandatary
47. Registration
48. Trustee
49. Constructive registered holder
50. Proof of ownership
51. Joint holder
52. Duties of issuer
53. Minors
54. Deceased owner
55. Overissue
Proceedings
56. Rules of action
Delivery
57. Delivery of debt obligations
General
58. Incorporation by reference
59. Validity of debt obligation
60. Defence
61. Defences
62. Deemed notice
63. Unauthorized signature
64. Completion of debt obligation
65. Enforceability
66. Fraud
67. Guarantees
68. Acquisition of rights
69. Limitation of the purchase
70. Deemed notice
71. No duty to inquire
72. Deemed notice
73. Staleness
74. Guarantee
75. Content of guarantee
76. Guarantee of intermediary
77. Guarantee of broker
78. Right to compel endorsement
79. Definition of “appropriate”
80. Endorsement
81. Immunity of endorser
82. Partial endorsement
83. Effect of failure by fiduciary to comply
84. Effect of endorsement
85. Endorsement in bearer form
86. Effect of unauthorized endorsement
87. Warranties of guarantor of signature
88. Presumption of delivery
89. Presumption of ownership
90. Delivery of debt obligation
91. Right to reclaim possession
92. Right to requisites for registration
93. Seizure of debt obligation
94. Not liable if good faith delivery
95. Duty to register transfer
96. Assurance of endorsement
97. Notice from additional documentation
98. Limited duty of inquiry
99. Inquiry into adverse claim
100. Duration of notice of adverse claim
101. Limitation on issuer’s liability
102. Lost or stolen debt obligation
103. Duty
104. Notice to agent or mandatary
PART 7
TRUST INDENTURES
105. Definitions
106. Conflict of interest
107. Qualification of trustee
108. List of debt obligation holders
109. Evidence of compliance
110. Contents of declaration, etc.
111. Further evidence of compliance
112. Trustee may require evidence of compliance
113. Notice of default
114. Duties of trustee
115. Reliance on statements
116. No exculpation
PART 8
RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS
117. Functions of receiver or sequestrator
118. Functions of receiver-manager
119. Directors’ powers cease
120. Duty to act
121. Duty under instrument or act
122. Duty of care
123. Orders given by court
124. Duties of receiver and receiver-manager
PART 9
DIRECTORS AND OFFICERS
125. Duty to manage or supervise management
126. Number of directors
127. Qualifications of directors
128. Organization meeting
129. Notice of directors
130. Ceasing to hold office
131. Removal of directors
132. Statement of director
133. Filling vacancy
134. Change in number of directors
135. Notice of change of director or director’s address
136. Attendance at meeting
137. Meeting of directors
138. Decisions made by consensus
139. Delegation
140. Validity of acts of directors and officers
141. Validity of signed resolutions
142. Disclosure of interest
143. Officers
144. Remuneration
145. Indemnification
146. Directors’ liability
147. Liability of directors for wages
148. Dissent
149. Duties of directors and officers
150. Director — reasonable diligence
151. Officer — reasonable diligence
152. Indemnification
PART 10
BY-LAWS AND MEMBERS
153. By-laws
154. Copies to Director
155. Conditions of membership
156. Issuance of memberships
157. Termination of membership
158. Termination of member’s rights
159. Power to discipline a member
160. Place of meetings
161. Calling annual meetings
162. Fixing record date
163. Notice provided for in by-laws
164. Right to submit and discuss
165. Quorum set in by-laws
166. Voting
167. Resolution in lieu of meeting
168. Requisition of meeting
169. Meeting called by court
170. Court review of election
171. Unanimous member agreement
172. Absentee voting
PART 11
FINANCIAL DISCLOSURE
173. Annual financial statements
174. Application for exemption
175. Consolidated statements
176. Copies to members
177. Copies to Director
178. Copies to Director
179. Approval of financial statements
PART 12
PUBLIC ACCOUNTANT
180. Definition of “designated corporation”
181. Qualification of public accountant
182. Appointment of public accountant
183. Dispensing with public accountant
184. Ceasing to hold office
185. Removal of public accountant
186. Filling vacancy
187. Court-appointed public accountant
188. Right to attend meeting
189. Review engagement — designated corporations
190. Audit engagement — other corporations
191. Deemed revenues
192. Report on financial statements
193. Reliance on other public accountant
194. Right to information
195. Audit committee
196. Notice of errors
197. Qualified privilege — defamation
PART 13
FUNDAMENTAL CHANGES
198. Amendment of articles or by-laws
199. Proposal to amend
200. Class vote
201. Delivery of articles
202. Certificate of amendment
203. Effect of certificate
204. Restated articles
205. Amalgamation
206. Amalgamation agreement
207. Member approval
208. Vertical short-form amalgamation
209. Sending of articles
210. Rights preserved
211. Amalgamation under other federal Acts
212. Continuance — import
213. Definition of “charter”
214. Continuance — other jurisdictions
215. Extraordinary sale, lease or exchange
216. Definition of “reorganization”
217. Definition of “arrangement”
PART 14
LIQUIDATION AND DISSOLUTION
218. Definition of “court”
219. Application of Part
220. Revival
221. Dissolution before commencing activities
222. Proposing liquidation and dissolution
223. Dissolution by Director
224. Grounds for dissolution
225. Further grounds
226. Application for supervision
227. Application to court
228. Powers of court
229. Effect of order
230. Cessation of activities and powers
231. Appointment of liquidator
232. Duties of liquidator
233. Powers of liquidator
234. Costs of liquidation
235. Transfer on condition of return
236. Application
237. Distribution in accordance with articles
238. Right to distribution in money
239. Custody of records
240. Definition of “member”
241. Creditors or members not found
242. Vesting in Crown
PART 15
INVESTIGATION
243. Investigation
244. Power of inspector
245. Entering dwelling
246. Hearing in camera
247. Incriminating statements
248. Exchange of information
249. Absolute privilege — defamation
250. Solicitor-client privilege or professional secrecy
PART 16
REMEDIES, OFFENCES AND PUNISHMENT
251. Definitions
252. Derivative action
253. Powers of court
254. Application to court re oppression
255. Evidence of members’ approval not decisive
256. Application to court to rectify records
257. Application for directions
258. Notice of refusal by Director
259. Appeal from Director’s decision
260. Compliance or restraining order
261. Summary application to court
262. Appeal of final order
263. Offence
264. Order to comply
PART 17
DOCUMENTS IN ELECTRONIC OR OTHER FORM
265. Definitions
266. Application
267. Use not mandatory
268. Creation and provision of information
269. Creation of information in writing
270. Statutory declarations and affidavits
271. Signatures
272. Application for dispensation
PART 18
GENERAL
Notice, Certificates and Other Documents
273. Notice to directors and members
274. Notice to and service on a corporation
275. Waiver of notice
276. Certificate of corporation
277. Definition of “statement”
278. Signature
279. Annual return
280. Inspection
281. Payment of fees
Director
282. Appointment of Director
283. Content and form of notices and documents
284. Records of Director
285. Proof required by Director
286. Dispensation
287. Certificate of Director
288. Alteration
289. Corrections initiated by Director
290. Cancellation of articles by Director
291. Certificate
292. Form of publication
293. Power to make inquiries
Regulations
294. Regulations
PART 19
SPECIAL ACT BODIES CORPORATE WITHOUT SHARE CAPITAL
295. Application to special Act bodies corporate
296. Report listing Acts of continued or dissolved bodies corporate
297. Change of name
PART 20
TRANSITIONAL PROVISIONS, CONSEQUENTIAL AMENDMENTS, COORDINATING AMENDMENTS, REPEALS AND COMING INTO FORCE
Transitional Provisions
298. Continuance — Parts II and IV of Canada Corporations Act
299. No incorporation or continuance
300. Review of Act
Consequential Amendments
301-303. An Act to incorporate St. Mary’s River Bridge Company
304. An Act to incorporate the Jules and Paul-Émile Léger Foundation
305. An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls
306. An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada
307. Bank Act
308. Budget Implementation Act, 1997
309. Budget Implementation Act, 1998
310-312. Canada Business Corporations Act
313. Canada Cooperatives Act
314. Canada Corporations Act
315. Canada Employment Insurance Financing Board Act
316-317. Canada Foundation for Sustainable Development Technology Act
318. Canada Pension Plan Investment Board Act
319. Canadian Food Inspection Agency Act
320. Canadian Institutes of Health Research Act
321. Canadian Payments Act
322. Cooperative Energy Act
323. Cree-Naskapi (of Quebec) Act
324. Evangelical Lutheran Church in Canada Act
325-327. Evangelical Missionary Church (Canada West District) Act
328. Financial Administration Act
329. First Nations Fiscal and Statistical Management Act
330. Green Shield Canada Act
331. Gwich’in Land Claim Settlement Act
332. Insurance Companies Act
333. Mackenzie Gas Project Impacts Act
334. Mi’kmaq Education Act
335. Physical Activity and Sport Act
336. Pilotage Act
337. Public Sector Pension Investment Board Act
338. Sahtu Dene and Metis Land Claim Settlement Act
339. United Grain Growers Act
340. Yukon First Nations Land Claims Settlement Act
341. Other Acts
Coordinating Amendments
342-360. Coordinating amendments
361. 2008, c. 28
Repeals
362. An Act to change the name of “The Bytown Consumers Gas Company,” and to confirm, amend and extend their corporate powers, under the name of “The Ottawa Gas Company.”
363. An Act to incorporate the Canada Atlantic Cable Company
364. An Act to amend the Act incorporating “The Ottawa Gas Company,” to confirm a resolution of their Shareholders placing preferential and ordinary stock on the same footing, and to confirm, amend and extend their corporate powers
365. An Act to incorporate the Bonaventure and Gaspé Telephone Company, Limited
366. An Act to incorporate The British American Pipe Line Company
367. An Act to incorporate Western Pipe Lines
368. An Act to incorporate Ogdensburg Bridge Authority
369. An Act to incorporate Petroleum Transmission Company
370. An Act to incorporate Trans-Border Pipeline Company Ltd.
371. An Act to incorporate Cabri Pipe Lines Ltd.
372. An Act to incorporate Vawn Pipe Lines Ltd.
Coming into Force
373. Order in council