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. Repayment
30. Annual contributions or dues
31. Ownership of property
32. Directors not trustees
33. Investments by corporation
34. Distribution of property, accretions or profits
35. Surrendered memberships
36. Liability
PART 6
DEBT OBLIGATIONS, CERTIFICATES, REGISTERS AND TRANSFERS
Interpretation
37. Definitions
Debt Obligation Certificates
38. Debt obligation certificate
39. Fee
40. Jointly held debt obligations
41. Signatures
42. Contents of certificate
43. Contents of certificate
Registers
44. Registers
45. Agent or mandatary
46. Registration
47. Trustee
48. Constructive registered holder
49. Proof of ownership
50. Joint holder
51. Duties of issuer
52. Minors
53. Deceased owner
54. Overissue
Proceedings
55. Rules of action
Delivery
56. Delivery of debt obligations
General
57. Incorporation by reference
58. Validity of debt obligation
59. Defence
60. Defences
61. Deemed notice
62. Unauthorized signature
63. Completion of debt obligation
64. Enforceability
65. Fraud
66. Guarantees
67. Acquisition of rights
68. Limitation of the purchase
69. Deemed notice
70. No duty to inquire
71. Deemed notice
72. Staleness
73. Guarantee
74. Content of guarantee
75. Guarantee of intermediary
76. Guarantee of broker
77. Right to compel endorsement
78. Definition of “appropriate”
79. Endorsement
80. Immunity of endorser
81. Partial endorsement
82. Effect of failure by fiduciary to comply
83. Effect of endorsement
84. Endorsement in bearer form
85. Effect of unauthorized endorsement
86. Warranties of guarantor of signature
87. Presumption of delivery
88. Presumption of ownership
89. Delivery of debt obligation
90. Right to reclaim possession
91. Right to requisites for registration
92. Seizure of debt obligation
93. Not liable if good faith delivery
94. Duty to register transfer
95. Assurance of endorsement
96. Notice from additional documentation
97. Limited duty of inquiry
98. Inquiry into adverse claim
99. Duration of notice of adverse claim
100. Limitation on issuer’s liability
101. Lost or stolen debt obligation
102. Duty
103. Notice to agent or mandatary
PART 7
TRUST INDENTURES
104. Definitions
105. Conflict of interest
106. Qualification of trustee
107. List of debt obligation holders
108. Evidence of compliance
109. Contents of declaration, etc.
110. Further evidence of compliance
111. Trustee may require evidence of compliance
112. Notice of default
113. Duties of trustee
114. Reliance on statements
115. No exculpation
PART 8
RECEIVERS, RECEIVER-MANAGERS AND SEQUESTRATORS
116. Functions of receiver or sequestrator
117. Functions of receiver-manager
118. Directors’ powers cease
119. Duty to act
120. Duty under instrument or act
121. Duty of care
122. Orders given by court
123. Duties of receiver and receiver-manager
PART 9
DIRECTORS AND OFFICERS
124. Duty to manage or supervise management
125. Number of directors
126. Qualifications of directors
127. Organization meeting
128. Notice of directors
129. Ceasing to hold office
130. Removal of directors
131. Statement of director
132. Filling vacancy
133. Change in number of directors
134. Notice of change of director or director’s address
135. Attendance at meeting
136. Meeting of directors
137. Decisions made by consensus
138. Delegation
139. Validity of acts of directors and officers
140. Validity of signed resolutions
141. Disclosure of interest
142. Officers
143. Remuneration
144. Indemnification
145. Directors’ liability
146. Liability of directors for wages
147. Dissent
148. Duties of directors and officers
149. Director — reasonable diligence
150. Officer — reasonable diligence
151. Indemnification
PART 10
BY-LAWS AND MEMBERS
152. By-laws
153. Copies to Director
154. Conditions of membership
155. Issuance of memberships
156. Termination of membership
157. Termination of member’s rights
158. Power to discipline a member
159. Place of meetings
160. Calling annual meetings
161. Fixing record date
162. Notice provided for in by-laws
163. Right to submit and discuss
164. Quorum set in by-laws
165. Voting
166. Resolution in lieu of meeting
167. Requisition of meeting
168. Meeting called by court
169. Court review of election
170. Unanimous member agreement
171. Absentee voting
PART 11
FINANCIAL DISCLOSURE
172. Annual financial statements
173. Application for exemption
174. Consolidated statements
175. Copies to members
176. Copies to Director
177. Copies to Director
178. Approval of financial statements
PART 12
PUBLIC ACCOUNTANT
179. Definition of “designated corporation”
180. Qualification of public accountant
181. Appointment of public accountant
182. Dispensing with public accountant
183. Ceasing to hold office
184. Removal of public accountant
185. Filling vacancy
186. Court-appointed public accountant
187. Right to attend meeting
188. Review engagement — designated corporations
189. Audit engagement — other corporations
190. Deemed revenues
191. Report on financial statements
192. Reliance on other public accountant
193. Right to information
194. Audit committee
195. Notice of errors
196. Qualified privilege — defamation
PART 13
FUNDAMENTAL CHANGES
197. Amendment of articles or by-laws
198. Proposal to amend
199. Class vote
200. Delivery of articles
201. Certificate of amendment
202. Effect of certificate
203. Restated articles
204. Amalgamation
205. Amalgamation agreement
206. Member approval
207. Vertical short-form amalgamation
208. Sending of articles
209. Rights preserved
210. Amalgamation under other federal Acts
211. Continuance — import
212. Definition of “charter”
213. Continuance — other jurisdictions
214. Extraordinary sale, lease or exchange
215. Definition of “reorganization”
216. Definition of “arrangement”
PART 14
LIQUIDATION AND DISSOLUTION
217. Definition of “court”
218. Application of Part
219. Revival
220. Dissolution before commencing activities
221. Proposing liquidation and dissolution
222. Dissolution by Director
223. Grounds for dissolution
224. Further grounds
225. Application for supervision
226. Application to court
227. Powers of court
228. Effect of order
229. Cessation of activities and powers
230. Appointment of liquidator
231. Duties of liquidator
232. Powers of liquidator
233. Costs of liquidation
234. Transfer on condition of return
235. Application
236. Distribution in accordance with articles
237. Right to distribution in money
238. Custody of records
239. Definition of “member”
240. Creditors or members not found
241. Vesting in Crown
PART 15
INVESTIGATION
242. Investigation
243. Power of inspector
244. Entering dwelling
245. Hearing in camera
246. Incriminating statements
247. Exchange of information
248. Absolute privilege — defamation
249. Solicitor-client privilege or professional secrecy
PART 16
REMEDIES, OFFENCES AND PUNISHMENT
250. Definitions
251. Derivative action
252. Powers of court
253. Application to court re oppression
254. Evidence of members’ approval not decisive
255. Application to court to rectify records
256. Application for directions
257. Notice of refusal by Director
258. Appeal from Director’s decision
259. Compliance or restraining order
260. Summary application to court
261. Appeal of final order
262. Offence
263. Order to comply
PART 17
DOCUMENTS IN ELECTRONIC OR OTHER FORM
264. Definitions
265. Application
266. Use not mandatory
267. Creation and provision of information
268. Creation of information in writing
269. Statutory declarations and affidavits
270. Signatures
271. Application for dispensation
PART 18
GENERAL
Notice, Certificates and Other Documents
272. Notice to directors and members
273. Notice to and service on a corporation
274. Waiver of notice
275. Certificate of corporation
276. Definition of “statement”
277. Signature
278. Annual return
279. Inspection
280. Payment of fees
Director
281. Appointment of Director
282. Content and form of notices and documents
283. Records of Director
284. Proof required by Director
285. Dispensation
286. Certificate of Director
287. Alteration
288. Corrections initiated by Director
289. Cancellation of articles by Director
290. Certificate
291. Form of publication
292. Power to make inquiries
Regulations
293. Regulations
PART 19
SPECIAL ACT BODIES CORPORATE WITHOUT SHARE CAPITAL
294. Application to special Act bodies corporate
295. Report listing Acts of continued or dissolved bodies corporate
296. Change of name
PART 20
TRANSITIONAL PROVISIONS, CONSEQUENTIAL AMENDMENTS, COORDINATING AMENDMENTS, REPEALS AND COMING INTO FORCE
Transitional Provisions
297. Continuance — Part II of Canada Corporations Act
298. No incorporation or continuance
299. Review of Act
Consequential Amendments
300-302. An Act to incorporate St. Mary’s River Bridge Company
303. An Act to incorporate the Jules and Paul-Émile Léger Foundation
304. An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls
305. An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada
306. Bank Act
307. Budget Implementation Act, 1997
308. Budget Implementation Act, 1998
309-311. Canada Business Corporations Act
312. Canada Cooperatives Act
313. Canada Corporations Act
314. Canada Employment Insurance Financing Board Act
315-316. Canada Foundation for Sustainable Development Technology Act
317. Canada Pension Plan Investment Board Act
318. Canadian Food Inspection Agency Act
319. Canadian Institutes of Health Research Act
320. Canadian Payments Act
321. Cooperative Energy Act
322. Cree-Naskapi (of Quebec) Act
323. Evangelical Lutheran Church in Canada Act
324-326. Evangelical Missionary Church (Canada West District) Act
327. Financial Administration Act
328. First Nations Fiscal and Statistical Management Act
329. Green Shield Canada Act
330. Gwich’in Land Claim Settlement Act
331. Insurance Companies Act
332. Mackenzie Gas Project Impacts Act
333. Mi’kmaq Education Act
334. Physical Activity and Sport Act
335. Pilotage Act
336. Public Sector Pension Investment Board Act
337. Sahtu Dene and Metis Land Claim Settlement Act
338. United Grain Growers Act
339. Yukon First Nations Land Claims Settlement Act
340. Other Acts
Coordinating Amendments
341-359. Coordinating amendments
360. 2008, c. 28
Repeals
361. 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.”
362. An Act to incorporate the Canada Atlantic Cable Company
363. 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
364. An Act to incorporate the Bonaventure and Gaspé Telephone Company, Limited
365. An Act to incorporate The British American Pipe Line Company
366. An Act to incorporate Western Pipe Lines
367. An Act to incorporate Ogdensburg Bridge Authority
368. An Act to incorporate Petroleum Transmission Company
369. An Act to incorporate Trans-Border Pipeline Company Ltd.
370. An Act to incorporate Cabri Pipe Lines Ltd.
371. An Act to incorporate Vawn Pipe Lines Ltd.
Coming into Force
372. Order in council