Step 4 - Get members' approval

A meeting of members will generally need to be held as part of the transition process. This meeting must take place in accordance with the existing by-laws since those are the rules governing the affairs of the corporation until a Certificate of Continuance is obtained.

Despite the voting rules in the existing by-laws, the NFP Act requires that the articles of continuance be approved by a special resolution of members.

You may also wish to use the same approval level for the by-laws. The new by-laws typically take effect on the date that the corporation continues under the NFP Act. This is the effective date of the Certificate of Continuance. Refer to the Model Special Resolution for the suggested wording of a resolution of the members.

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