Revival (transition) guide

Table of contents

Introduction

Note

This Revival (transition) Guide only applies to corporations dissolved by Corporations Canada for failure to transition from the Canada Corporations Act to the Canada Not-for-profit Corporations Act. Anyone else who wants to apply for a revival (transition) should contact Corporations Canada.

Canada Not-for-profit Corporations Act

The Canada Not-for-profit Corporations Act (NFP Act) establishes a set of rules for federally-incorporated not-for-profit corporations in Canada. These rules have replaced Part II of the Canada Corporations Act (old Act), the law that has governed federal corporations for nearly a century. The rules under the NFP Act are modern, flexible and more suited to the needs of today’s not-for-profit sector.

What is a revival (transition)?

A corporation that has failed to transition to the NFP Act before it was dissolved cannot be revived under the old act. The revival must also include a transition to the NFP Act. Form 4032: Articles of Revival (transition) allows a corporation to make the transition to the NFP Act as well as revive. The corporation must have members approve the articles of revival (transition).

What does the revival (transition) process involve?

The corporation must replace its letters patent, supplementary letters patent (if any) and by-laws with new charter documents. This means that you need to submit articles of revival (transition) to obtain a Certificate of Revival as well as create and file new by-laws. The articles and by-laws must comply with the NFP Act. These charter documents set out the primary rules governing the corporation.

This Guide will assist you through the revival (transition) process.

Who can apply for a revival (transition)?

A director or officer of a dissolved corporation can sign the articles of revival (transition). A member who is interested in reviving a corporation that was dissolved for failure to transition to the NFP Act should contact the corporation. Anyone else who wants to apply for a revival (transition) should contact Corporations Canada.

Will the revival (transition) affect the registered charity status of my corporation?

If you are applying for a revival (transition), your corporation has already been dissolved. For registered charities, dissolution may lead or have already led to the revocation of your registration as a charity. You may want to confirm with the Charities Directorate of the Canada Revenue Agency (CRA) if your registration has been revoked. If it has been revoked and you wish to regain it, in addition to applying for a revival (transition), you will have to submit a new application for registration to the CRA.

If your corporation is or was a registered charity, it is strongly recommended that you consult the Charities Directorate of the CRA website during preparation of the revival (transition) documents. The Directorate will provide you with valuable information about the transition portion of the revival (transition) that is specific to registered charities, particularly with respect to:

  • the statement of purpose
  • the requirements for the number of directors
  • the non-profit clauses and clauses related to the remuneration of directors
  • the requirement to file documents with CRA after the revival (transition) process is complete.

Consulting with the Charities Directorate in advance will help ensure that your corporation maintains or regains its registered charity status.

Are there fees?

Yes. The fee for a revival (transition) is $200, which is the same as the fee for an ordinary revival.

Note

Any information provided by Corporations Canada, including this Guide, is not intended to be a substitute for legal advice. Not-for-profit corporations are encouraged to seek professional advice if they have any concerns.

The revival (transition) process

Once the revival (transition) is complete, corporations can take advantage of the NFP Act benefits. The revival (transition) process involves obtaining a Certificate of Revival and creating by-laws that comply with the NFP Act.

To make the revival (transition) to the NFP Act, a federally-incorporated not-for-profit corporation will need to replace its letters patent, supplementary letters patent (if any) and by-laws with a Certificate of Revival (attached to which are the corporation’s articles) and new by-laws that comply with the NFP Act.

The Certificate of Revival is the same as a Certificate of Incorporation. Both set out the articles that apply to a corporation. Because the corporation is already dissolved, it cannot just incorporate or transition under the NFP Act. Instead, it must both revive and “continue” into the new Act as part of the same application. A Certificate of Revival will be issued instead of a Certificate of Incorporation or a Certificate of Continuance.

The revival (transition) process involves:

  • setting out articles of revival (transition)
  • having them approved by members
  • submitting them to Corporations Canada.

Corporations Canada will issue a Certificate of Revival. The articles of revival (transition) are essentially the constitution of the corporation.

Because the rules under the NFP Act are different, what needs to be set out in the articles and by-laws is also different. For that reason, the revival (transition) process is not simply a matter of transposing the provisions of the letters patent and supplementary letters patent into the articles and using the same by-laws.

The following steps will guide you through the revival (transition) process.

Step 1 - Review your letters patent and by-laws

The first step is to review the corporation’s letters patent, supplementary letters patent (if any) and the by-laws. If you are not able to locate them, copies are available from Corporations Canada.

Under the old Act, not-for-profit corporations were required to include a lot of detail in their by-laws, such as:

  • procedures for members meetings
  • the manner of electing or appointing directors
  • procedures for directors’ meetings
  • the procedures for making, amending or repealing by-laws.

The NFP Act does not require this level of detail in the articles or by-laws since many of the rules are contained in the Act. A number of these rules are default rules. The corporation can override these default rules in its articles or by-laws if the rules do not suit its needs. However, there are a few rules that cannot be overridden by the articles or the by-laws. They apply to all corporations.

Refer to Annex A when reviewing your corporation’s letters patent and by-laws. It highlights the main rules usually included in these documents, which would no longer be needed since the NFP Act provides the rules. What is currently set out in your letters patent or by-laws may even be inconsistent with the rules under the NFP Act.

During your review, you may wish to note any provisions, other than those set out in Annex A, which are important to your corporation and that you want to keep. You can choose to include them as articles or by-laws under the NFP Act, the focus of the next two steps.

Step 2 - Prepare articles

The next step is to draft the articles of the corporation. The articles will be attached to the Certificate of Revival that is issued to the corporation by Corporations Canada. The Certificate of Revival and the articles together become the corporation’s constitution and replace the letters patent.

The articles of a corporation are to be set out in the Form 4032 – Articles of Revival (transition) provided by Corporations Canada.

The form sets out the following articles:

  • Corporate name
  • Corporation number
  • Province or territory where the registered office is situated
  • Minimum and maximum number of directors or the fixed number of directors
  • Statement of the purpose of the corporation
  • Restrictions on the activities that the corporation may carry on, if any
  • The classes, or regional or other groups, of members that the corporation is authorized to establish
  • Statement regarding the distribution of property remaining on liquidation
  • Any additional provisions that the corporation may want in its articles
  • Interest of applicant.

Note

For the purposes of this Guide, the interest of the applicant is limited to a director or officer of a corporation that was dissolved for failure to transition to the NFP Act. A member who is interested in reviving such a corporation should contact the corporation. Anyone else who wants to apply for a revival (transition) should contact Corporations Canada.

Additional information you may find useful when preparing articles:

Step 3 - Create by-laws

Under the old Act, a lengthy and comprehensive set of by-laws was required to govern the corporation’s internal affairs. This is not the case with the NFP Act since the Act already contains many rules. It specifies which by-law provisions are mandatory and provides default rules that apply if the corporation’s by-laws do not address certain matters.

There are only two by-law provisions that are mandatory under the NFP ActFootnote 1. At minimum, a corporation’s by-laws need to address the following:

  • Conditions required for membership
  • Notice of meetings to members who are entitled to vote at the meeting

If there are no other provisions in the by-laws, the default rules will apply. If these default rules do not meet the needs of your corporation, you may want to create by-laws to override them.

There may be rules that a corporation wishes to have that are not addressed by the default rules. An example of this is consensus decision-making by members. This rule should be included in the by-laws if the corporation operates in this fashion. Other types of rules that fall under this category are those dealing with discipline of members and dispute resolution mechanisms.

Annex C provides more information on the mandatory by-law provisions and default rules. To assist you in creating by-laws under the NFP Act, refer to the Model By-laws that would apply to a typical not-for-profit corporation.

Corporations Canada has developed an interactive tool called the By-law Builder, which allows you to choose provisions that meet the specific needs of your corporation from a number of available options.

Step 4 - Get members' approval

A meeting of members will generally need to be held as part of the revival (transition) process. The articles of revival (transition) should be approved by a special resolution of members, which is a resolution that is passed by at least two-thirds of the votes cast at a meeting.

You may also wish to use the same meeting of members and the same approval level for the by-laws.

Step 5 - Submit the required documents

Once the articles have been approved, the next step is to obtain a Certificate of Revival. You are required to file the following with Corporations Canada:

Form 4032 – Articles of Revival (transition) and Form 4031 – Articles of Continuance (transition) are very similar. You can use the Checklist for Continuance (transition) Documents to reduce the chances of your application being returned because of deficiencies. Also, see How to Avoid Common Deficiencies in Form 4031 – Articles of Continuance (transition).

When Corporations Canada receives your documents, we will make sure that they have been properly completed and, if applicable, that the new name is acceptable. If so, we will send you a Certificate of Revival with the articles of revival (transition) attached.

The by-laws do not have to be filed to obtain a Certificate of Revival. The NFP Act requires that they be filed within 12 months after members have approved them as set out in Step 4. You can, however, file them with the above documents if you wish.

Note

The NFP Act does not require Corporations Canada to review and provide Ministerial approval of the by-laws as with the old Act. The benefit to the corporation is that the by-laws come into effect immediately when they are created. The only requirement is that by-laws be filed with Corporations Canada within 12 months of their being confirmed by membersFootnote 2. There is no fee to file by-laws

Where to file

  • By email
  • By fax at 343-291-3409
  • By mail at the following address:
    Corporations Canada
    235 Queen Street
    Ottawa, Ontario K1A 0H5

Additional resources

Annex A
Provisions in letters patent and by-laws
superseded by the NFP Act

Because the old Act contained few rules, the letters patent and by-laws of your corporation likely include provisions relating to the following matters. In contrast, the NFP Act provides rules to deal with these matters that apply to all not-for-profit corporations. Consequently, the articles and new by-laws of your corporation do not need to set out these provisions.

Do not include provisions dealing with the following matters:

  • Statement that the operations of the corporation may be carried on throughout Canada: The NFP Act makes it clear that the corporation may carry on activities throughout Canada.
  • Statement that the corporation is to carry on its operations without pecuniary gain to its members: Under the NFP Act, no profit can be distributed to members unless it is in furtherance of the corporation’s activities or is otherwise permitted by the Act.
  • Removal of directors: The NFP Act provides that members may remove a director by majority vote at a special meeting. This reinforces the NFP Act rule that only members elect directors.
  • Appointment of ex-officio directors: The NFP Act does not permit ex-officio directors (i.e., individuals who are directors by virtue of the office they occupy). Individuals, not offices, are elected by members to be directors.
  • Powers of the board of directors to manage the corporation: The NFP Act gives directors the responsibility for managing or supervising the management of a corporation. This responsibility can be restricted in the articles.
  • Annual meetings of members: The NFP Act requires that annual meetings of members be held. Written resolutions in lieu of a meeting are allowed.
  • Enactment, amendment or repeal of by-laws: Ministerial approval will not be required to make a by-law effective.
  • Appointment of auditor: The NFP Act requires members of a corporation to appoint a public accountant at the annual meeting. Members of a soliciting corporationFootnote 3 with gross annual revenues equal to or less than $50,000 and members of a non-soliciting corporation with gross annual revenues less than or equal to $1 million can, by unanimous vote, decide not to appoint a public accountant.
  • Report by auditor: The NFP Act specifies the types of financial review (audit or review engagement) that an auditor can conduct (see Financial review requirements table).
Financial review requirements
Type of corporation Gross annual revenues Default financial review Options members can choose
Soliciting Less than $50,000 Review engagement Audit or no review
Between $50,000 and $250,000 Audit Review engagement
More than $250,000 Audit N/A
Non- soliciting Less than $1 million Review engagement Audit or no review
More than $1 million Audit N/A

Further information on the new rules and the Canada Not-for-profit Corporations Act.

Annex B
Instructions for completing
Form 4032 – Articles of Revival (transition)

You are providing information required by the NFP Act. Both the NFP Act and the Privacy Act allow this information to be disclosed to the public. It will be stored in personal information bank number IC/PPU-049.

If the corporation is, was formerly, or intends to become a registered charity, as defined in the Income Tax Act, it is strongly recommended that the Charities Directorate of the Canada Revenue Agency (CRA) be consulted prior to making a request to Corporations Canada for revival (transition).

1 – Current corporate name

Indicate the legal name of the not-for-profit corporation. The name can be found on the first page of the existing letters patent or on any supplementary letters patent or by using Search for a Federal Corporation.

In item 1a, indicate your current corporate name in one of the official languages or in the combined English and French version.

If applicable, indicate in item 1b your current corporate name in the second official language.

2 – If a change of name is requested, indicate proposed corporate name

There are three options:

  1. No change – If the corporation does not wish to change its name, leave this item blank.
  2. Proposed name – If the corporation decides to change its name, indicate the new proposed name.

    In item 2a, indicate your proposed corporate name in one of the official languages. If the corporate name is a combined English and French version, indicate that name in this field.

    If applicable, indicate in item 2b your proposed corporate name in the second official language if the corporate name will consist of separate English and French versions. If the corporation does not wish to have a corporate name in the second official language, leave this item blank.

    Examples:

    • Combined English and French version
      • Centre récréatif Miramichi Recreational Center
    • Separate English and French versions
      • Ottawa Community Hockey Association
      • Association de hockey communautaire d'Ottawa

    The proposed name must be distinctive, meaning that it must not be misleading or likely to be confused with names used by other organizations and businesses. In general, a corporate name is distinctive if it does not make those who encounter it think of another organization or business. You must include a valid Nuans Name Search Report unless you would like a number name (for example, 123456 Canada Foundation). Corporations Canada will use the Nuans Name Search Report to determine whether the name is distinctive and otherwise meets the requirements of the NFP Act.

    The Nuans Name Search Report must be dated no more than ninety (90) days prior to the receipt of the articles by Corporations Canada. If the proposed corporate name consists of both an English and a French version, and not a combined English and French version, it will be necessary to provide a Nuans Name Search Report for each language.

    For more information about choosing a name, see Name a corporation.

    If your corporate name has been pre-approved by Corporations Canada, attach a copy of the letter of approval to your application. If the pre-approval letter is not included or if the name has not been pre-approved, the name will be considered for approval when the application is processed.

    The NFP Act allows you to choose a number as your legal name (for example, "1234567 Canada Centre"). To obtain a number name, leave a blank space in item 2a (in which Corporations Canada will insert an assigned number) followed by the word “Canada” and one of the following prescribed terms: Association, Center, Centre, Fondation, Foundation, Institut, Institute or Society.

    Example: space to insert full corporate name Canada Center

    To help Corporations Canada make a decision regarding the proposed new name, include with your application a completed Corporate Name Information Form.

  3. Numbered name – Under the NFP Act, a not-for-profit corporation can choose to have a numbered name as its legal name (e.g., 1234567 Canada Foundation). To obtain a numbered name, leave a blank space in item 2a in which Corporations Canada will insert an assigned number, followed by the word Canada and one of the following prescribed terms: Association, Center, Centre, Fondation, Foundation, Institut, Institute or Society.

3 – Corporation number

Indicate the number assigned to the corporation by Corporations Canada when it was initially incorporated under the old Act. This number can be found on most correspondence received from Corporations Canada or by using the Search for a Federal Corporation. This number will remain the same after the revival (transition).

4 – The province or territory in Canada where the registered office is situated

Indicate the province or territory in Canada where your registered office is situated. In existing letters patent the registered office may have been referred to as the “head office”.

Note

Do not include the street address here. The street address will be indicated on Form 4002 – Initial Registered Office Address and First Board of Directors.

5 – Minimum and maximum number of directors

Every corporation must have at least one director, except a soliciting corporation (i.e., one that receives public donations and/or government grants in excess of $10,000 in a single financial year). A soliciting corporation must have no fewer than three directors, at least two of whom are not officers or employees of the corporation or its affiliates.

6 – Statement of the purpose of the corporation

Include a statement that describes the purpose(s) of the corporation. This provision may have been included in the existing letters patent.

Note

If your corporation intends to become a registered charity, it is strongly recommended that the Charities Directorate of the Canada Revenue Agency (CRA) be consulted on this statement.

7 – Restrictions on the activities that the corporation may carry on, if any

Set out any restrictions on activities that the corporation may carry on. If there are no restrictions required, indicate “none” or leave this item blank.

Note

If your corporation intends to become a registered charity, it is strongly recommended that the Charities Directorate of the CRA be consulted on this statement.

8 – The classes, or regional or other groups, of members that the corporation is authorized to establish

The articles must set out how the members will be organized into classes or groups and set out the voting rights for each class or group. Members with voting rights are entitled to vote at members meetings (e.g., elect directors and the public accountant).

A corporation must have at least one class or group of members, in which case, all members are voting members. A corporation may have two or more classes or groups of members and not all classes or groups have to be given the right to vote. If there is more than one class or group of members, the articles must give the right to vote to at least one class or group.

One class of members

If there is only one class of members, the example below can be set out in the articles so that the corporation is authorized to establish one class of members. If only one class is set out in the articles, that class automatically has the right to vote, whether or not it is specified in the articles.

Example

The corporation is authorized to establish one class of members. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.

Two or more classes of members

For two or more classes or groups of members, the name of each class or group and the voting rights associated with each must be set out. The example below illustrates articles for a corporation with two classes of members, Class A and Class B, with only Class A having voting rights.

Example

The corporation is authorized to establish Class A members and Class B members as follows:

  1. The Class A members shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Class A member shall have one (1) vote at each such meeting, except for meetings at which only members of another class are entitled to vote separately as a class.
  2. Except as otherwise provided by the Canada Not-for-profit Corporations Act, S.C. 2009, c.23 the Class B members shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

9 – Statement regarding the distribution of property remaining on liquidation

Every corporation must include a statement to deal with any property that may remain upon liquidation.

When your corporation stops operating, you will need to dissolve it. Before a corporation can be dissolved, it must dispose of its property. This involves:

  • returning property to another person if the property was originally given to the corporation on the condition that it be returned when the corporation is to be dissolved
  • paying any debt or other liabilities of the corporation
  • distributing any remaining property according to the statement set out in this item of the articles.

Property includes fixed property (e.g., land and buildings), movable property (e.g., office equipment, tools and cars) and other assets such as cash, bonds and shares.

Registered charities and soliciting corporations must provide that any property remaining upon liquidation be distributed to one or more qualified donees, within the meaning of the Income Tax Act. However, if a registered charity has its registration revoked, there is a further restriction that the assets may only be distributed to qualified donees that also meet the definition of eligible donees under the Income Tax Act. For more information on charities, consult the Charities Directorate on the CRA website.

10 – Additional provisions, if any

Include any other provisions your corporation would like to have in its articles (e.g., any provisions required to satisfy the requirements of other legislation). If there are no other provisions, indicate “none” or leave this item blank.

While there is no limit to the provisions that could be part of this section of the articles, the following illustrates suggested wording for some possible topics. The suggested provisions are merely examples (i.e., the list is not definitive and the wording is not mandatory). If you want to use other provisions, you may wish to consult a lawyer or other business professional to be sure that they are permitted under the NFP Act.

A. Non-profit clause for registered charities

The CRA requires charities to operate on a non-profit basis and recommends that a corporation that intends to become a registered charity should include a statement in its articles that the corporation will be operated on a non-profit basis, although such a statement will not be mandatory.

Example provided by CRA

The corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the corporation shall be used in furtherance of its purposes.

B. Remuneration of directors clause for registered charities

The CRA does not permit the remuneration of directors merely for acting as directors and recommends that a corporation that intends to become a registered charity should include a statement in its articles that directors may not be remunerated merely for acting as directors, although such a statement will not be mandatory.

Example provided by CRA

Directors shall serve without remuneration, and no director shall directly or indirectly receive any profit from his or her position as such, provided that a director may be reimbursed for reasonable expenses incurred in performing his or her duties. A director shall not be prohibited from receiving compensation for services provided to the corporation in another capacity.

C. Borrowing powers

The NFP Act allows directors to borrow and grant security on property without the authorization of members (see section 28 of the NFP Act). However, your corporation can restrict this power by including a provision in the articles or by-laws or in any unanimous members’ agreement. A provision regarding directors’ borrowing powers and the delegation of those powers is sometimes used to limit the authority of directors and/or to satisfy lending institutions.

Example

If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:

  1. borrow money on the credit of the corporation;
  2. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
  3. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.

D. Increase the majority vote by members

The NFP Act specifies that an ordinary resolution is a simple majority and a special resolution is a two-thirds majority (see subsection 2(1) of the NFP Act). Your corporation can set out a different majority in its articles, which must be greater than the statutory majorities. The requirements for passage of a resolution to remove a director cannot be increased (see subsection 7(5) of the NFP Act).

Example

In order to effect any (ordinary and/or special) resolution passed at a meeting of members, a majority of not less than per cent of the votes cast by the members who voted in respect of that resolution shall be required.

E. Foreign corporate name

You may want to specify the foreign form of your corporate name. This form of the name may only be used outside Canada (see subsection 11(2) of the NFP Act).

Example

It is hereby provided that the corporation may use and may be equally designated by the following form outside Canada: ....

Note

Item 10 of Form 4032 is not to be used to state the English or French form of your corporate name for use inside Canada. The English and/or French forms of your corporate name are set out in Item 1 or item 2 of Form 4032 – Articles of revival (transition).

F. Fill a vacancy on the board of directors

The NFP Act allows a quorum of directors to fill a vacancy on the board of directors, but not a vacancy created by an increase in the number of directors or a failure to elect the minimum number of directors specified in the articles (see section 132 of the NFP Act). Alternatively, the articles could specify that only the members can fill a vacancy on the board of directors. If you want to restrict the ability of the board of directors to fill a vacancy, the following wording could be used in the articles.

Example

Any vacancy on the board of directors shall be filled by a vote of the members.

G. Additional directors

The NFP Act permits the articles to provide the board of directors with the authority to appoint one or more additional directors between annual meetings, for a term expiring not later than the close of the next annual meeting of members (see subsection 128(8) of the NFP Act). This authority does not apply to filling a vacancy on the board. The number of appointed directors cannot exceed one-third (1/3) of all directors elected at the last annual meeting of members. The following wording can be used in the articles to allow directors to appoint additional directors:

Example

The directors may appoint one or more directors, who shall hold office for a term expiring not later than the close of the next annual general 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 general meeting of members.

H. Class or group voting by members on amendments to articles

When there is an amendment to the articles, the NFP Act requires members to vote separately as a class or group in cases where the consequences of the amendment would affect the class or group differently from other classes or groups of members. The list of possible consequences is included in subsection 199(1) of the NFP Act. The Act provides an exception to this rule in two specific situations: an exchange, reclassification or cancellation of all or part of the memberships of the class or group; or the creation of a new class or group with rights equal to or superior to the class or group. If your corporation wishes to use this exception, a provision must be included in the articles.

Example

The non-voting members shall not be entitled to vote separately as a class or group on an amendment, or proposal to make an amendment, to:

  1. effect an exchange, reclassification or cancellation of all or part of the memberships of such class; or
  2. create a new class or group of members having rights equal or superior to those of the non-voting members.

11 – Interest of applicant

Indicate the applicant’s relationship with the dissolved corporation.

Note

This Guide only applies to corporations dissolved by Corporations Canada for failure to transition from the Canada Corporations Act to the Canada Not-for-profit Corporations Act. For these corporations the applicant must be a director or an authorized officer. A member who is interested in reviving such a corporation should contact the corporation. Anyone else who wants to apply for a revival (transition) should contact Corporations Canada for information.

12 – Declaration

These articles must be signed by a director or authorized officer of the corporation that is making the revival (transition) into the NFP Act.

Note

Making a change to any provision contained in a corporation’s articles, once a Certificate of Revival has been issued, requires a resolution of the members that is passed by at least two-thirds of the votes cast at a meeting and an application to Corporations Canada for a Certificate of Amendment. There is a $200 fee for an application for a Certificate of Amendment.

Annex C
Mandatory and default rules

Mandatory rules

At minimum, a corporation must have the following two by-law provisions.

Minimum requirements
Required by-law provisions Description
Conditions of membershipFootnote 4 The by-laws must set out the conditions required for being a member, including whether a corporation or other organization can be a member. If there is more than one class or group of members, the by-laws must set out the conditions of membership for each class or group, the manner of withdrawing from or transferring to another group or class of members, and the conditions on which membership in a group or class ends. See Model By-laws (section 2.01).
Notice of meeting to members entitled to vote at the meeting The by-laws must set out the manner in which notice can be given to members entitled to vote and can include any of the following optionsFootnote 5:
  • notice is sent by mail, courier or personal delivery, between 21 and 60 days before the meeting;
  • notice is communicated by telephone or other electronic communication means, between 21 and 35 days before the meetingFootnote 6;
  • notice is communicated via a publication:
    • at least once a week for three weeks prior to the meeting if using a newspaper; or
    • between 21 and 60 days if using a publication of the corporation that is distributed to members;
  • notice is affixed to a notice board not less than 30 days before the meeting.

See Model By-laws (section 2.02).

Default rules

The Canada Not-for-profit Corporations Act provides for default rules where the corporation's by-laws are silent. The corporation has the option of overriding many of these rules by setting out its own rules in the by-laws or, if it so chooses, in the articles. The Model By-laws and the By-Law Builder provide alternate rules to the default ones.

1. Financial matters
Provision Default rule Alternate rule permitted in by-laws
Borrowing powers Directors can borrow and grant security without authorization of members. Can restrict borrowing powers. Refer to item 10 in Annex B.
Providing annual financial statements to members Annual financial statements must be sent to members 21-60 days before the annual meeting. Can send notice to members that financial statements are available at the registered office. See Model By-laws (section 1.07).
2. Membership
Provision Default rule Alternate rule permitted in by-laws
Transferability of membership Membership can only be transferred back to the not-for-profit corporation. Can specify different rules for transferability.
Place of meeting of members The meeting of members is to be held at a place in Canada that the directors determine or a place outside Canada if all the members entitled to vote at the meeting agree. Can provide otherwise.
Members calling a meeting Members who hold 5% of the votes can request a meeting of members. Can set a percentage lower than 5% but not higher.
Electronic participation at meetings Participation by electronic means is permitted. Electronic participation can be prohibited or restricted.
Meeting held entirely by electronic means Not permitted. Can be permitted as long as all participants can communicate adequately with each other.
Quorum for meetings Quorum is a majority of members, and if quorum is present at the opening of a meeting, business may proceed even if quorum is not present throughout the meeting. By-laws with a different quorum must set it out as a fixed number of members, a percentage of members or a number or percentage of members that is determinable by a formula. Can provide that an opening quorum at a meeting is not sufficient where there is a loss of quorum later in the meeting. See Model By-laws (section 4.03).
Manner of voting by members Voting is by show of hands or by electronic participation. A member entitled to vote at the meeting can demand a ballot. Can specify manner of voting. See Model By-laws (section 4.04).
Absentee voting by members Not permitted except for electronic participation. Can specify that absentee voting will be allowed by proxy, mailed-in ballot, or telephonic, electronic or other communication means. Must also set out procedures for collecting, counting and reporting the results of any vote. See Model By-laws (section 2.03)
Rights on termination of membership Rights of a member cease to exist on termination of membership. Can provide otherwise. See Model By-laws (section 3.02).
3. Directors
Provision Default rule Alternate rule permitted in by-laws
Remuneration of directors Directors can fix the reasonable remuneration of directors, officers and employees. Can provide otherwise.
Place of meeting of directors Directors may meet at any place. Can provide otherwise.
Appointment of directors No appointments allowed. Cannot be overridden by the by-laws. The articles may permit the directors to appoint additional directors to hold office until the next annual meeting of members. No more than one-third of the total number of directors elected at the last annual meeting of members can be appointed. See item 10, Additional Directors, in Annex B.
Quorum of directors A majority of the number of directors or minimum number of directors required by the articles constitutes a quorum. Can provide otherwise.
Borrowing powers (also included in Financial Matters) Directors may borrow money and grant security on property of the corporation without member authoriziation. Can restrict this power in the bylaws or articles. Refer to item 10 in Annex B.
Appointment of officers Directors designate the offices, appoint officers and specify their duties. Can provide otherwise. See Model By-laws (section 7.01).
By-lawsFootnote7 Directors make, amend or repeal by-laws except those requiring a special resolution of members. The by-law, amendment or repeal is effective until the next meeting confirm, amend or reject it. Can provide otherwise.
4. Other
Provision Default rule Alternate rule permitted in by-laws
Electronic documents Electronic documents are permitted. Can provide otherwise.
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