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. By law, federally incorporated businesses and not-for-profit corporations have to hold an annual general meeting of shareholders or members every year. Canada Not-for-profit Corporations Act. Corporations are required to hold annual meetings, file annual reports, and report any changes to the corporation’s directors, articles, by-laws and registered office address. An OCA corporation must hold an annual meeting of members every year. In such cases, the corporation can apply to extend the time for calling the meeting (refer to paragraph 160(2) of the NFP Act). Previous Page Table of Contents Next Page. The Canada Not-for-profit Corporations Act (NFP Act) ... After its first annual meeting, a corporation must call annual meetings no later than 15 months after the last annual meeting and no later than 6 months after its financial year-end. An Act respecting not-for-profit corporations and certain other corporations (5) The by-laws may provide that a vacancy among the directors shall be filled only by a vote of the members, or by a vote of the members of any class or group having an exclusive right to elect one or more directors if the vacancy occurs among the directors elected by that class or group. (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. members still have access to the required current information; for example, a corporation provides its annual financial statements (refer to paragraph 172(1) of the, the corporation gives sufficient disclosure to its members of the extension and how it affects their rights under the. However, there may be circumstances where a multi-year exemption is warranted. 1 - Short Title 2 - PART 1 - Interpretation and Application 2 - Interpretation 3 - Application 4 - Purpose 5 - Designation of Minister 6 - PART 2 - Incorporation 16 - PART 3 - Capacity and Powers 20 - PART 4 - Registered Office and Records 28 - PART 5 - Corporate Finance 37 - PART 6 - Debt Obligations, Certificates, Registers and Transfers All applications are reviewed on a case-by-case basis. Full Document: Canada Not-for-profit Corporations Act, Debt Obligations, Certificates, Registers and Transfers, Receivers, Receiver-managers and Sequestrators, Special Act Bodies Corporate Without Share Capital, Transitional Provisions, Consequential Amendments, Coordinating Amendments, Repeals and Coming into Force, An Act to incorporate St. Mary’s River Bridge Company, An Act to incorporate the Jules and Paul-Émile Léger Foundation, An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls, An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada, Canada Employment Insurance Financing Board Act, Canada Foundation for Sustainable Development Technology Act, Canadian Institutes of Health Research Act, Evangelical Lutheran Church in Canada Act, Evangelical Missionary Church (Canada West District) Act, First Nations Fiscal and Statistical Management Act, Public Sector Pension Investment Board Act, Sahtu Dene and Metis Land Claim Settlement Act, Yukon First Nations Land Claims Settlement Act, French Constitutional Drafting Committee (1990), Statutes Repeal Act: Reports, Deferrals and Repeals, Miscellaneous Statute Law Amendment Program, Typographical and Grammatical Corrections, Table of Public Statutes and Responsible Ministers, Consolidated Index of Statutory Instruments. Would extending the time for calling an annual meeting of members be prejudicial to members? An application must be made to get permission. This is a challenge for federally incorporated associations whose yearend is December 31 st and who have traditionally held their AGMs at the same time as their annual … The Director has the power to extend the time for calling the meeting, as long as the Director reasonably believes that members will not be prejudiced. A corporation must call an annual meeting of members every year. S.C. 2009, c. 23 Assented to 2009-06-23. A corporation must apply at least 30 days before the day on which the notice of the time and place of the meeting is to be given to members (refer to paragraph 89(2)(b) of the NFP Regulations). Not-for-profit corporations can apply to delay the calling of their AGM when it would be detrimental to call the meeting within the normal timeframe. In Ontario, the government issued a new regulation under the Emergency Management and Civil Protection Act (Emergency Order), retroactive to March 17, 2020, to temporarily suspend and replace various provisions of the Ontario Corporations Act (OCA) that relate to members’ and directors’ meetings. Business Corporations Act [SBC 2002] CHAPTER 57. An exemption to extend the time for calling an annual meeting of members is typically effective for one financial year. (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. The NFP Act and the Canada Not-for-profit Corporations Regulations (NFP Regulations) set out the time frames within which a corporation must call an annual meeting. Whereas the User Fees Act a applies in respect of the fees fixed in the annexed Regulations; And whereas the requirements of section 4 of that Act have been complied with; Therefore, His Excellency the Governor General in Council, on the … The NFP Act and the Canada Not-for-profit Corporations Regulations (NFP Regulations) set out the time frames within which a corporation must call an annual meeting. (b) if there are no remaining directors, any member of the class or group may call a meeting of the class or group to fill the vacancy. Marginal note:Director elected by class or group. Not-for-Profit Corporations Act, 2010 Ontario. (6) A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor. Previous Versions, 127 (1) After the issue of the certificate of incorporation, the directors of a corporation shall hold a meeting at which the directors may. SUMMARY. 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