Not-for-Profit Corporations Act, 2010

PART I INTERPRETATION, APPLICATION and Administration

1 (1) In this Act, “affairs” means the relationships among a corporation, its affiliates and the members, directors and officers of a corporation and its affiliates, but does not include the activities carried on by a corporation and its affiliates; (“affaires internes”) “affiliate” means an affiliated body corporate within the meaning of subsection 3 (3); (“membre du même groupe”) “articles” means any instrument that incorporates a corporation or modifies its incorporating instrument, including articles of incorporation, restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or a special Act; (“statuts”) “auditor” includes a partnership of auditors or an auditor that is incorporated; (“vérif…

2 In this Act, a period of days is deemed to commence on the day following the event that began the period and is deemed to terminate at midnight of the last day of the period, except that if the last day of the period falls on a holiday, the period terminates at midnight of the next day that is not a holiday. 2010, c. 15, s. 2. Interpretation re corporate relationships

3 (1) For the purposes of this Act, a body corporate is deemed to be a subsidiary of another body corporate if, but only if, (a) it is controlled by, (i) that other body corporate, (ii) that other body corporate and one or more bodies corporate each of which is controlled by that other body corporate, or (iii) two or more bodies corporate each of which is controlled by that other body corporate; or (b) it is a subsidiary of a body corporate that is that other body corporate’s subsidiary. 2010, c. 15, s. 3 (1). Holding body corporate (2) For the purposes of this Act, a body corporate is deemed to be another body corporate’s holding body corporate if, but only if, that other body corporate is its subsidiary. 2010, c. 15, s. 3 (2). Affiliated body corporate (3) For the purposes of this Act, one body corporate is deemed to be affiliated with another body corporate if, but only if, one of the…

4 (1) This Act applies, except where it is otherwise expressly provided, to, (a) every body corporate without share capital incorporated by or under a general or special Act of the Parliament of the late Province of Upper Canada; (b) every body corporate without share capital incorporated by or under a general or special Act of the Parliament of the late Province of Canada that has its registered office and carries on its activities in Ontario and that was incorporated with purposes that are within the legislative authority of the Province of Ontario; and (c) every body corporate without share capital incorporated by or under a general or special Act of the Legislature. 2010, c. 15, s. 4 (1). Same, corporations sole (1.1) This Act does not apply, except as is prescribed, to, (a) a body corporate incorporated by or under a general or special Act of the Parliament of the late Province of U…

4.1 Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed by more than one person for the purposes of this Act may be executed in several documents of like form, each of which is executed by one or more persons, and such documents, when duly executed by all persons required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act. 2017, c. 20, Sched. 8, s. 3. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 3 - 19/10/2021

5 (1) If there is a conflict between a provision that applies to a body corporate without share capital in this Act or in a regulation and a provision that applies to the body corporate in any other Act or in a regulation made under it, the provision in the other Act or regulation prevails. 2017, c. 20, Sched. 8, s. 4. Charities law prevails (2) If a provision in this Act or in a regulation that applies to a charitable corporation conflicts with a law relating to charities, the law relating to charities prevails, regardless of whether it is a provision in another Act, a regulation made under it or a rule or principle of common law or equity. 2017, c. 20, Sched. 8, s. 4. Inconsistent with intent or purpose (3) A provision in this Act or in a regulation does not apply to a body corporate without share capital to the extent that it is inconsistent with the intent or purpose of another Act o…

6 The Minister shall appoint a Director to carry out the duties and exercise the powers of the Director under this Act. 2017, c. 20, Sched. 8, s. 5. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 5 - 19/10/2021

PART II INCORPORATION

7 (1) One or more individuals or bodies corporate, or any combination of them, may incorporate a corporation by filing articles of incorporation and any other required documents and information with the Director. 2017, c. 20, Sched. 8, s. 6. Limitation (2) An individual cannot incorporate a corporation if he or she, (a) is under 18 years old; (b) has been found under the Substitute Decisions Act, 1992 or the Mental Health Act to be incapable of managing property; (c) has been found to be incapable by any court in Canada or elsewhere; or (d) has the status of bankrupt. 2010, c. 15, s. 7 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 6 - 19/10/2021

8 (1) Articles of incorporation must set out the name of the corporation, its purposes and any other information required by this Act or the regulations or by the Director. 2010, c. 15, s. 8 (1). Purposes of a corporation (2) Subject to any restrictions in the regulations, the purposes of a corporation may be any purposes within the legislative authority of the Province of Ontario. 2010, c. 15, s. 8 (2). Same (3) If any of the purposes of a corporation are of a commercial nature, the articles must state that the commercial purpose is intended only to advance or support one or more of the non-profit purposes of the corporation. 2010, c. 15, s. 8 (3). Provisions in articles (4) The articles may set out any provisions permitted by this Act or other law to be set out in the by-laws of the corporation. 2010, c. 15, s. 8 (4). Articles inconsistent with Act (5) Subject to subsection (6), if a p…

9 (1) Upon receipt of the articles of incorporation, together with any required documents and information and the required fee, the Director shall issue a certificate of incorporation by endorsing the articles in accordance with section 201, and the endorsed articles constitute the certificate of incorporation. 2017, c. 20, Sched. 8, s. 8. Same (2) A certificate of incorporation is conclusive proof that the corporation has been incorporated under this Act on the date set out in the certificate, unless the certificate of incorporation is cancelled under section 169 as of the same date. 2010, c. 15, s. 9 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 8 - 19/10/2021

10 (1) The Director shall assign a number to each corporation upon its incorporation and that number shall be specified as the corporation number on the certificate of incorporation and on any other certificate relating to the corporation endorsed or issued by the Director. 2010, c. 15, s. 10 (1); 2017, c. 20, Sched. 8, s. 9 (1). Changing corporation number (2) If, through inadvertence or otherwise, the Director has assigned to a corporation a corporation number that is the same as the corporation number of any other corporation previously assigned, the Director may, without holding a hearing, change the corporation number assigned to the corporation, and any certificate subsequently endorsed for the corporation under this Act must bear its new corporation number. 2017, c. 20, Sched. 8, s. 9 (2). Reissue of certificate of incorporation or amalgamation (2.1) If a new corporation number is…

11 (1) A corporation may not have a name, (a) that contains a word or expression prohibited by the regulations; (b) that is the same as or similar to, (i) the name of a known body corporate, trust, association, partnership, sole proprietorship or individual, whether in existence or not, or (ii) the known name under which any body corporate, trust, association, partnership, sole proprietorship or individual carries on business or activities or identifies themself, if the use of that name would be likely to deceive; or (c) that does not meet the prescribed requirements. 2010, c. 15, s. 11 (1). Language (2) Subject to the regulations, a corporation may have a name that is, (a) English only; (b) French only; (c) one name that is a combination of English and French; or (d) one name in English and one name in French that are equivalent but are used separately. 2010, c. 15, s. 11 (2). Same (3) …

12 (1) If a corporation, through inadvertence or otherwise, has acquired a name that contravenes section 11, the Director, after giving the corporation an opportunity to be heard, may issue a certificate of amendment to the articles changing the name of the corporation to the name specified in the certificate and, upon the issuance of the certificate of amendment, the articles are amended accordingly. 2010, c. 15, s. 12 (1). Written hearing (2) A hearing referred to in subsection (1) shall be a written hearing in accordance with the rules made by the Director under the Statutory Powers Procedure Act. 2010, c. 15, s. 12 (2).

13 A corporation may have a corporate seal, but is not required to have one. 2010, c. 15, s. 13.

14 (1) A corporation shall at all times have a registered office in Ontario at the location specified in its articles, in a resolution made under subsection (3) or in a special resolution made under subsection (4). 2010, c. 15, s. 14 (1). Same (2) The head office of every corporation incorporated before the day this section comes into force is deemed to be the registered office of the corporation. 2010, c. 15, s. 14 (2). Change of location (3) A corporation may change the location of its registered office within a municipality or geographic township by resolution of its directors. 2010, c. 15, s. 14 (3). Change of municipality, etc. (4) A corporation may change the municipality or geographic township in which its registered office is located to another place in Ontario by special resolution. 2010, c. 15, s. 14 (4).

PART III Capacity and Powers

15 (1) A corporation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person. 2010, c. 15, s. 15 (1). Capacity to act outside Ontario (2) A corporation has the capacity to carry on its activities, conduct its affairs and exercise its powers in a jurisdiction outside Ontario to the extent that the laws of that jurisdiction permit. 2010, c. 15, s. 15 (2).

16 (1) It is not necessary for a by-law to be passed in order to confer any particular power on a corporation or its directors. 2010, c. 15, s. 16 (1). Restricted activities and powers (2) A corporation shall not carry on any activity or exercise any power that it is restricted by its articles from carrying on or exercising, nor shall the corporation exercise any of its powers in a manner contrary to its articles. 2017, c. 20, Sched. 8, s. 10 (1). Act not invalid if contrary to articles, etc. (3) No act of a corporation, including any transfer of property to or by a corporation, is invalid by reason only that the act is contrary to its articles, by-laws or this Act. 2010, c. 15, s. 16 (3); 2017, c. 20, Sched. 8, s. 10 (2). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 10 (1, 2) - 19/10/2021

17 (1) Unless the articles or the by-laws otherwise provide, the directors may by resolution make, amend or repeal any by-law that regulates the activities or affairs of the corporation, except in respect of a matter referred to in clause 103 (1) (g), (k) or (l). 2010, c. 15, s. 17 (1); 2017, c. 20, Sched. 8, s. 11. Member approval (2) The directors shall submit the by-law, amendment or repeal to the members at the next meeting of the members, and the members may confirm, reject or amend the by-law, amendment or repeal by ordinary resolution. 2010, c. 15, s. 17 (2). Effective date (3) Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members, it remains effective in the form in which it was confirmed. 2010, c. 15, s. 17 (3). Ceasing to hav…

18 (1) If the directors do not pass an organizational by-law within 60 days after the date of incorporation, the corporation is deemed to have passed the standard organizational by-laws approved by the Ministry. 2010, c. 15, s. 18 (1); 2017, c. 20, Sched. 8, s. 12 (1). Where available (2) The Ministry shall approve standard organizational by-laws and shall make them publicly available on a website designated by the Ministry, or as prescribed. 2017, c. 20, Sched. 8, s. 12 (2). Corporation may amend or replace default organizational by-laws (3) If a corporation is deemed to have passed standard organizational by-laws under subsection (1), it may amend or repeal and replace them at any time. 2010, c. 15, s. 18 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 12 (1, 2) - 19/10/2021

19 (1) A corporation or a guarantor of an obligation of a corporation may not assert against a person dealing with the corporation or with any person who has acquired rights from the corporation that, (a) the articles or by-laws have not been complied with; (b) the persons named as directors in the articles or in the most recent notice or return filed under the Corporations Information Act, whichever is more current, are not the directors of the corporation; (c) the location named as the registered office in the articles or in the most recent notice or return filed under the Corporations Information Act, whichever is more current, is not the registered office of the corporation; (d) a person held out by the corporation as a director, officer or agent of the corporation has not been duly appointed or does not have authority to exercise the powers and perform the duties that are customary …

20 (1) Except as provided in this section, a person who enters into a contract in the name of or on behalf of a corporation before it comes into existence is personally bound by the contract and is entitled to the benefits under the contract. 2010, c. 15, s. 20 (1). Adoption of contract by corporation (2) A corporation may, by any action or conduct signifying its intention to be bound and within a reasonable time after it comes into existence, adopt a contract made in its name or on its behalf before it came into existence and upon such adoption, (a) the corporation is bound by the contract and is entitled to the benefits under the contract as if the corporation had been in existence at the date of the contract and had been a party to it; and (b) a person who purported to act in the name of or on behalf of the corporation ceases, except as provided in subsection (3), to be bound by or en…

PART IV Directors and Officers

21 Subject to this Act, the directors of a corporation shall manage or supervise the management of the activities and affairs of the corporation. 2010, c. 15, s. 21.

22 (1) A corporation must have at least three directors. 2010, c. 15, s. 22 (1). Minimum and maximum number of directors (2) If a corporation’s articles provide for a minimum and maximum number of directors, the number of directors of the corporation and the number of directors to be elected at the annual meeting of the members must be the number determined from time to time by special resolution or, if a special resolution empowers the directors to determine the number, by resolution of the directors. A decrease in the number of directors does not shorten the term of an incumbent director. 2010, c. 15, s. 22 (2). Same (3) If a corporation’s articles provide for a minimum and maximum number of directors and a special resolution as described in subsection (2) has not been passed, the number of directors of the corporation must be the number of directors named in its articles. 2010, c. 15,…

23 (1) The following persons are disqualified from being a director of a corporation: 1. A person who is not an individual. 2. A person who is under 18 years old. 3. A person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property. 4. A person who has been found to be incapable by any court in Canada or elsewhere. 5. A person who has the status of bankrupt. 2010, c. 15, s. 23 (1). Non-member directors (2) A director of a corporation is not required to be a member of the corporation unless the by-laws provide otherwise. 2010, c. 15, s. 23 (2). Restriction re public benefit corporation (3) Not more than one-third of the directors of a public benefit corporation may be employees of the corporation or of any of its affiliates. 2010, c. 15, s. 23 (3). Directors by virtue of office (4) The by-laws of a corporation may prov…

24 (1) At the first meeting of the members and at each succeeding annual meeting at which an election of directors is required, the members shall, by ordinary resolution, elect directors to hold office for a term expiring not later than the close of the fourth annual meeting of the members after the election, as provided in the by-laws. 2010, c. 15, s. 24 (1). Term, first directors (2) Each first director holds office from the issue of the certificate of incorporation until the close of the first meeting of the members. 2010, c. 15, s. 24 (2). Different terms of office (3) It is not necessary that all directors elected at a meeting of the members hold office for the same term. 2010, c. 15, s. 24 (3). No stated term of office (4) A director not elected for an expressly stated term ceases to hold office at the close of the next annual meeting of the members. 2010, c. 15, s. 24 (4). Incumbe…

25 (1) A director ceases to hold office when the director dies, resigns, is removed in accordance with section 26 or becomes disqualified under section 23. 2010, c. 15, s. 25 (1). Effective date of resignation (2) A resignation of a director becomes effective at the time the resignation is received by the corporation or at the time specified in the resignation, whichever is later. 2010, c. 15, s. 25 (2).

26 (1) The members of a corporation may, by ordinary resolution at a special meeting, remove from office any director or directors, except persons who are directors by virtue of their office. 2010, c. 15, s. 26 (1). Director elected by class or group of members (2) A director elected by a class or group of members that has an exclusive right to elect the director may only be removed by an ordinary resolution of members of that class or group. 2010, c. 15, s. 26 (2). Filling vacancy (3) A vacancy created by the removal of a director may be filled at the meeting of the members at which the director is removed or under section 28. 2010, c. 15, s. 26 (3).

27 (1) Subject to the by-laws, a director is entitled to give the corporation a statement giving reasons, (a) for resigning; or (b) for opposing his or her removal as a director if a meeting is called for the purpose of removing him or her. 2010, c. 15, s. 27 (1). Circulating director’s statement (2) A corporation shall immediately give the members a copy of the statement. 2010, c. 15, s. 27 (2). Immunity from liability (3) No corporation or person acting on its behalf incurs any liability by reason only of complying with this section. 2010, c. 15, s. 27 (3).

28 (1) Except as provided in this section, a quorum of directors may fill a vacancy among the directors. 2010, c. 15, s. 28 (1). Calling members’ meeting (2) If there is not a quorum of directors or if there has been a failure to elect the number or minimum number of directors provided for in the articles, the directors then in office shall without delay call a special meeting of the members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member. 2010, c. 15, s. 28 (2). Application to court (3) If a corporation has neither directors nor members, the court may, on the application of an interested party, make an order appointing the required number or minimum number of directors provided for in the articles. 2010, c. 15, s. 28 (3). Director elected by class or group (4) If any class or group of members ha…

29 (1) If all of the directors have resigned or have been removed without replacement, a person who manages or supervises the management of the activities or affairs of the corporation is deemed to be a director for the purposes of this Act. 2010, c. 15, s. 29 (1). Exception (2) Subsection (1) does not apply to, (a) an officer who manages the activities or affairs of the corporation under the direction or control of a member or other person; (b) a lawyer, accountant or other professional who participates in the management of the corporation solely by providing professional services; (c) a trustee in bankruptcy, receiver, receiver-manager or secured creditor who participates in the management of the corporation or exercises control over its property solely for the purpose of the realization of security or, in the case of bankruptcy, the administration of a bankrupt’s estate; or (d) the Pu…

30 (1) The members of a corporation may amend its articles to increase or decrease the number of directors, or the minimum or maximum number of directors, but a decrease shall not shorten the term of an incumbent director. 2010, c. 15, s. 30 (1). Same (2) If the members at a meeting adopt an amendment to the articles to increase or decrease the number or the minimum or maximum number of directors, the members may, at the meeting, elect the number of directors authorized by the amendment, and, despite subsection 108 (1), on the issue of a certificate of amendment, the articles are deemed to be amended as of the date the members adopt the amendment. 2010, c. 15, s. 30 (2); 2017, c. 20, Sched. 8, s. 14. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 14 - 19/10/2021

31 (1) A corporation or a director or member of the corporation may apply to the court to determine any controversy with respect to an election or appointment of a director of the corporation. 2010, c. 15, s. 31 (1). Powers of court (2) On an application under this section, the court may make any order that it thinks fit, including an order, (a) restraining a director whose election or appointment is disputed from acting pending determination of the dispute; (b) declaring the result of the disputed election or appointment; (c) requiring a new election or appointment, and including in the order directions for the management of the activities and affairs of the corporation until a new election is held or appointment made; and (d) determining the voting rights of members and of persons claiming to hold memberships. 2010, c. 15, s. 31 (2).

32 (1) After incorporation, a first meeting of the directors of the corporation must be held at which the directors may, (a) make by-laws; (b) adopt forms of corporate records; (c) authorize the issue of debt obligations; (d) appoint officers; (e) appoint one or more auditors to hold office until the first annual or special meeting of members; (f) make banking arrangements; (g) issue memberships; and (h) transact any other business. 2010, c. 15, s. 32 (1). Calling first meeting (2) An incorporator or a director may call the first meeting of the directors by giving not less than five days notice to each director, stating the time and, if applicable, the place of the meeting. 2010, c. 15, s. 32 (2); 2023, c. 9, Sched. 22, s. 2 (1). Exception (3) Any matter referred to in subsection (1) may be dealt with by the directors by a resolution in accordance with subsection 35 (1) instead of at a m…

33 A director is entitled to attend and be heard at every meeting of the members. 2010, c. 15, s. 33.

34 (1) Unless the articles or by-laws provide otherwise, the directors may meet at any place and on any notice that the by-laws require. 2010, c. 15, s. 34 (1). Quorum (2) Subject to the articles or by-laws, a majority of the number of directors or the minimum number of directors required by the articles constitutes a quorum at any meeting of the directors, and, despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. 2010, c. 15, s. 34 (2); 2017, c. 20, Sched. 8, s. 15. Notice (3) A notice of a meeting of directors need not specify the purpose of or the business to be transacted at the meeting, unless the meeting is intended to deal with a matter referred to in subsection 36 (2), in which case the notice must specify that matter. 2010, c. 15, s. 34 (3). When notice need not specify place of meeting (3.1) A notice of a meeting of direct…

35 (1) A resolution, signed by all the directors entitled to vote on that resolution at a meeting of directors or of a committee of directors is as valid as if it had been passed at a meeting of directors or of a committee of directors. 2010, c. 15, s. 35 (1). Copy to be kept (2) The corporation shall keep a copy of every resolution referred to in subsection (1) with the minutes of the meetings of the directors or of a committee of directors. 2010, c. 15, s. 35 (2).

36 (1) Directors may appoint from their number a managing director or a committee of directors and may delegate to the managing director or committee any of the powers of the directors. 2010, c. 15, s. 36 (1). Limitation (2) Despite subsection (1), directors may not delegate the following powers to a managing director or committee of directors: 1. To submit to the members any question or matter requiring the approval of the members. 2. To fill a vacancy among the directors or in the position of auditor or of a person appointed to conduct a review engagement of the corporation. 3. To appoint additional directors. 4. To issue debt obligations except as authorized by the directors. 5. To approve any financial statements under section 83. 6. To adopt, amend or repeal by-laws. 7. To establish contributions to be made, or dues to be paid, by members under section 86. 2010, c. 15, s. 36 (2).

37 An act of a director or an officer is valid despite an irregularity in his or her election or appointment or a defect in his or her qualification. 2010, c. 15, s. 37.

38 Unless a ballot is demanded, an entry in the minutes of a meeting of the directors to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. 2010, c. 15, s. 38.

39 (1) Directors who vote for or consent to a resolution authorizing either of the following are jointly and severally liable to restore to the corporation any money or property so paid or distributed and not otherwise recovered by the corporation: 1. A payment or distribution to a member, a director or an officer contrary to this Act. 2. A payment of an indemnity contrary to this Act. 2010, c. 15, s. 39 (1). Joint liability (2) A director who has satisfied a judgment is entitled to contribution from the other directors who voted for or consented to the unlawful act upon which the judgment was founded. 2010, c. 15, s. 39 (2). Application to court (3) A director liable under subsection (1) is entitled to apply to the court for an order compelling a member, director or other recipient to pay or deliver to the director any money or property that was paid or distributed to the member, direct…

40 (1) The directors are jointly and severally liable to the employees of the corporation for all debts not exceeding, (a) six months’ wages for services performed for the corporation that become payable while they are directors; and (b) the vacation pay for not more than 12 months under the Employment Standards Act, 2000 or under any collective agreement entered into by the corporation accrued while they are directors. 2010, c. 15, s. 40 (1). Limitation (2) A director is liable under subsection (1) only if, (a) the corporation is sued in the action against the director and execution against the corporation is returned unsatisfied in whole or in part; or (b) before or after the action is commenced, the corporation goes into liquidation, is ordered to be wound up or makes an authorized assignment under the Bankruptcy and Insolvency Act (Canada), or a receiving order under that Act is made…

41 (1) A director or officer of a corporation who, (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation,

shall disclose to the corporation or request to have entered in the minutes of meetings of the directors the nature and extent of his or her interest. 2010, c. 15, s. 41 (1). By director (2) The disclosure required by subsection (1) must be made, in the case of a director, (a) at the meeting at which a proposed contract or transaction is first considered; (b) if the director was not then interested in a proposed contract or transaction, at the first meeting after he or she becomes so interested; (c) if the director becomes interested after a contract is made or a transaction is entered into, at the first meeting after he or she becomes so interested; or (d) if a person who is interested in a contract or transaction later becomes a director, at the first meeting after he or she becomes a director. 2010, c. 15, s. 41 (2). By officer (3) The disclosure required by subsection (1) must be mad…

42 (1) Subject to the articles or the by-laws, (a) the directors may designate the offices of the corporation, appoint officers, specify their duties and delegate to them powers to manage the activities and affairs of the corporation, except powers to do anything referred to in subsection 36 (2); (b) a director may be appointed to any office of the corporation; and (c) two or more offices of the corporation may be held by the same person. 2010, c. 15, s. 42 (1). Chair (2) A director shall be appointed chair of the board of directors and shall carry out the duties of the chair in accordance with the by-laws. 2010, c. 15, s. 42 (2). Duties of directors and officers

43 (1) Every director and officer in exercising his or her powers and discharging his or her duties to the corporation shall, (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 2010, c. 15, s. 43 (1). Duty to comply with Act, etc. (2) Every director and officer shall comply with, (a) this Act and the regulations; and (b) the corporation’s articles and by-laws. 2010, c. 15, s. 43 (2). Cannot contract out of statutory duty (3) No provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act and the regulations or relieves him or her from liability for a breach of this Act or the regulations. 2010, c. 15, s. 43 (3).

44 A director is not liable under section 39 and has complied with his or her duties under subsection 43 (2) if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on, (a) financial statements of the corporation represented to him or her by an officer of the corporation or in a report of the auditor of the corporation or of a person who conducted a review engagement of the corporation to present fairly the financial position of the corporation in accordance with generally accepted accounting principles; (b) an interim or other financial report of the corporation represented to him or her by an officer of the corporation to present fairly the financial position of the corporation in accordance with generally accepted accounting principles; (c) a report or advice of an offic…

45 (1) A director who is present at a meeting of the directors or of a committee of directors is deemed to have consented to any resolution passed or action taken at the meeting, unless, (a) the director’s dissent is entered in the minutes of the meeting; (b) the director requests that his or her dissent be entered in the minutes of the meeting; (c) the director gives his or her dissent to the secretary of the meeting before the meeting is terminated; or (d) the director submits his or her dissent immediately after the meeting is terminated to the corporation. 2010, c. 15, s. 45 (1). Same (2) A director who votes for or consents to a resolution is not entitled to dissent under subsection (1). 2010, c. 15, s. 45 (2). Same (3) A director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless within se…

46 (1) A corporation may indemnify a director or officer of the corporation, a former director or officer of the corporation or an individual who acts or acted at the corporation’s request as a director or officer, or in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the individual is involved because of that association with the corporation or other entity. 2010, c. 15, s. 46 (1). Advance of costs (2) A corporation may advance money to a director, officer or other individual referred to in subsection (1) for the costs, charges and expenses of an action or proceeding referred to in that subsection, but the individual shall repay the money if the ind…

47 (1) Subject to the articles or the by-laws, the directors may fix the remuneration of the directors, officers and employees of the corporation. 2010, c. 15, s. 47 (1). Services performed in other capacity (2) Subject to the by-laws, a director, an officer or a member of a corporation may receive reasonable remuneration and expenses for any services to the corporation that he or she performs in any other capacity. 2010, c. 15, s. 47 (2).

PART V MEMBERS Membership

48 (1) The by-laws of a corporation must set out the conditions required for being a member of the corporation, including whether a corporation or other entity may be a member. 2010, c. 15, s. 48 (1). Members by virtue of office (2) The by-laws may provide for persons to be members by virtue of their office. 2010, c. 15, s. 48 (2). Classes or groups of members (3) If the articles provide for two or more classes or groups of members, the by-laws must provide, (a) the conditions for membership in each class or group; (b) the manner of withdrawing from a class or group or transferring membership to another class or group and any conditions of transfer; and (c) the conditions on which membership in a class or group ends. 2010, c. 15, s. 48 (3). Voting rights — one class or group (4) The members of a corporation that has only one class or group of members have the right to vote at any meeting…

49 The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws. 2010, c. 15, s. 49.

50 (1) Unless the articles or by-laws of a corporation provide otherwise, a membership is terminated when, (a) the member dies or resigns; (b) the member is expelled or the person’s membership is otherwise terminated in accordance with the articles or by-laws; (c) the member’s term of membership expires; or (d) the corporation is liquidated or dissolved under Part XII. 2010, c. 15, s. 50 (1). Termination of member’s rights (2) Unless this Act, the articles or by-laws provide otherwise, the rights of a member, including any rights in the property of the corporation, cease to exist on termination of the membership. 2010, c. 15, s. 50 (2).

51 (1) The articles or by-laws may provide that the directors, the members or any committee of directors or members have power to discipline a member or to terminate their membership. If the articles or by-laws provide for such a power, they must set out the circumstances and the manner in which that power may be exercised. 2010, c. 15, s. 51 (1). Good faith requirement (2) Any disciplinary action or termination of membership must be done in good faith and in a fair and reasonable manner. 2010, c. 15, s. 51 (2). Fair and reasonable procedure (3) For the purposes of subsection (2), a procedure is fair and reasonable if, (a) a member is given at least 15 days notice of a disciplinary action or termination with reasons; and (b) the member is given an opportunity to be heard, orally, in writing or in another format permitted by the corporation’s articles or by-laws, not less than five days b…

52 (1) The directors of a corporation shall call an annual meeting of the members of the corporation, (a) within 18 months after the corporation comes into existence; and (b) subsequently, not later than 15 months after holding the preceding annual meeting. 2010, c. 15, s. 52 (1). Special meeting (2) The directors of a corporation may at any time call a special meeting of the members. 2010, c. 15, s. 52 (2).

53 (1) Meetings of the members of a corporation must be held within Ontario at the place provided in the by-laws or, in the absence of such a provision, at the place within Ontario that the directors determine. 2010, c. 15, s. 53 (1). Meeting outside Ontario (2) Despite subsection (1), a meeting of the members of a corporation may be held at a place outside Ontario if the place is specified in the articles or all the members entitled to vote at the meeting agree that the meeting is to be held at that place. 2010, c. 15, s. 53 (2). Attending member deemed to agree to location (3) A member who attends a meeting of the members held outside Ontario is deemed to have agreed to it being held outside Ontario except when the member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held. 2010, c. 15, s. 53 (…

54 (1) The directors may fix a date as the record date for, (a) determining members entitled to receive notice of a meeting of the members; (b) determining members entitled to vote at a meeting of the members; (c) determining members entitled to participate in a liquidation distribution; or (d) determining members for any other purpose. 2010, c. 15, s. 54 (1). Limitation (2) A record date must not be more than 50 days before the day of the event or action to which it relates. 2010, c. 15, s. 54 (2). No fixed record date (3) If no record date is fixed, (a) the record date for the determination of members entitled to receive notice of a meeting of members or to vote shall be, (i) at the close of business on the day immediately before the day on which the notice is given, or (ii) if no notice is given, the day on which the meeting is held; and (b) the record date for the members for any pur…

55 (1) The corporation shall give notice of the time and place of a meeting of the members in accordance with the by-laws, but in any event not less than 10 days and not more than 50 days before the meeting, to, (a) each member entitled to receive notice of the meeting; (b) each director; and (c) the auditor of the corporation or the person appointed to conduct a review engagement of the corporation. 2010, c. 15, s. 55 (1). When notice is not required to specify place of meeting (1.1) Despite subsection (1), a notice of a meeting of the members is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. 2023, c. 9, Sched. 22, s. 5 (1). Instructions re attending meeting by telephonic, etc. means (1.2) If a person may attend a meeting of the members by telephonic or electronic means, the notice of the meeting must i…

56 (1) A member entitled to vote at an annual meeting of the members may, (a) give the corporation notice of any matter that the member proposes to raise at the meeting, referred to as a “proposal”; and (b) discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal. 2010, c. 15, s. 56 (1). Proposal set out in notice (2) A corporation shall include the proposal in the notice of meeting required under section 55. 2010, c. 15, s. 56 (2). Supporting statement included in notice (3) Upon the request of the member who submits a proposal, the corporation shall include in the notice of meeting a statement in support of the proposal by the member and the name and address of the member. The statement and the proposal must together not exceed the prescribed maximum number of words or characters. 2010, c. 15, s. 56 (3). Member to pay cost of incl…

57 (1) Unless the by-laws provide otherwise, the quorum for a meeting of the members is a majority of the members entitled to vote at the meeting, whether present in person or by proxy. 2010, c. 15, s. 57 (1). Opening quorum sufficient (2) If a quorum is present at the opening of a meeting of the members, the members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting, unless the by-laws provide otherwise. 2010, c. 15, s. 57 (2). If no opening quorum (3) If a quorum is not present at the opening of a meeting of the members, the members present may adjourn the meeting to a fixed time and place, but may not transact any other business. 2010, c. 15, s. 57 (3). One member meeting (4) If a corporation has only one member in any class or group of members, the member present in person constitutes a meeting. 2010, c. 15, s. 57 (4).

58 (1) Subject to the articles or by-laws, voting at a meeting of the members shall be by show of hands unless a ballot is demanded by a member or proxyholder entitled to vote at the meeting. 2023, c. 9, Sched. 22, s. 6. Ballot (2) A member or proxyholder may demand a ballot either before or after any vote by show of hands. 2023, c. 9, Sched. 22, s. 6. Voting by telephonic or electronic means (3) Unless the articles or by-laws expressly provide otherwise, a vote at a meeting of the members may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person. 2023, c. 9, Sched. 22, s. 6. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 6 - 01/10/2023

59 (1) A resolution signed by all the members entitled to vote on that resolution at a meeting of the members is as valid as if it had been passed at a meeting of the members. 2010, c. 15, s. 59 (1). Same (2) A resolution dealing with a matter required by this Act to be dealt with at a meeting of the members, and signed by all the members entitled to vote at that meeting, satisfies all the requirements of this Act relating to meetings of the members. 2010, c. 15, s. 59 (2). Resolutions kept with minutes (3) The corporation shall keep a copy of every resolution described in subsection (1) or (2) with the minutes of the meetings of members. 2010, c. 15, s. 59 (3). Evidence (4) Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of t…

60 (1) The members of a corporation who hold at least 10 per cent of votes that may be cast at a meeting of the members sought to be held, or a lower percentage that is set out in the by-laws, may requisition the directors to call the meeting for the purposes stated in the requisition. 2010, c. 15, s. 60 (1). Form (2) The requisition, which may consist of several documents of similar form each signed by one or more members, must state the business to be transacted at the meeting and must be sent to each director and to the registered office of the corporation. 2010, c. 15, s. 60 (2). Directors to call requisitioned meeting (3) On receiving a requisition, the directors shall call a meeting of the members to transact the business stated in the requisition unless, (a) a record date has been fixed under clause 54 (1) (a); (b) the directors have called a meeting of the members and have given …

61 (1) The court, on the application of a director or a member who is entitled to vote at a meeting of the members, may order a meeting of the members of a corporation to be called, held and conducted in the manner that the court directs, if, (a) it is not practical to call the meeting within the time or in the manner in which it is otherwise to be called; (b) it is not practical to conduct the meeting in the manner required by this Act or the by-laws; or (c) the court thinks that the meeting should be called, held and conducted within the time or in the manner that it directs for any other reason. 2010, c. 15, s. 61 (1). Varying quorum (2) Without restricting the generality of subsection (1), the court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted under this section. 2010, c. 15, s. 61 (2). Valid meeting…

62 No waiver of the rights of a member is valid unless otherwise provided for in this Act. 2010, c. 15, s. 62.

PART VI PROXIES

63 In this Part, “proxy” means an authorization by means of which a member has appointed a proxyholder to attend and act on the member’s behalf at a meeting of the members. 2010, c. 15, s. 63.

64 (1) Subject to subsection (1.1), every member entitled to vote at a meeting of the members may by means of a proxy appoint a proxyholder or one or more alternate proxyholders as the member’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. 2017, c. 20, Sched. 8, s. 16. Limitation (1.1) A member may appoint a proxyholder only if the articles or by-laws of the corporation permit it. 2017, c. 20, Sched. 8, s. 16. Who may be proxyholder (1.2) A proxyholder need not be a member of the corporation unless so required by the articles or by-laws of the corporation. 2017, c. 20, Sched. 8, s. 16. Signature (2) A proxy must be signed, (a) by the member or the member’s attorney; or (b) if the member is a body corporate, by an officer or attorney of the body corporate duly authorized. 2010, c. 15, s. 64 (2). Form of proxy (3) Every…

65 Repealed: 2017, c. 20, Sched. 8, s. 17. Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 17 - 19/10/2021

66 (1) A person who is appointed a proxyholder shall attend in person, or cause an alternate proxyholder to attend, the meeting in respect of which the proxy is given and shall comply with the directions of the member who appointed the person. 2010, c. 15, s. 66 (1). Rights of proxyholder (2) A proxyholder or an alternate proxyholder has the same rights as the member who appointed him or her to speak at a meeting of the members in respect of any matter, to vote by way of ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting in respect of any matter by way of a show of hands. 2010, c. 15, s. 66 (2). Vote by show of hands (3) Despite subsections (1) and (2), if the chair of a meeting of the members declares to the meeting that, to the best of his or her belief, if a ballot is conducte…

67 (1) A corporation may provide in its by-laws for voting by mail or by telephonic or electronic means, in addition to or instead of voting by proxy. 2010, c. 15, s. 67 (1). (2) Repealed: 2023, c. 9, Sched. 22, s. 8. Section Amendments with date in force (d/m/y) 2023, c. 9, Sched. 22, s. 8 - 01/10/2023

PART VII AUDITORS

68 (1) Subject to section 76, at each annual meeting, members of a corporation shall by ordinary resolution appoint, (a) an auditor to hold office until the close of the next annual meeting; or (b) a person to conduct a review engagement of the corporation. 2010, c. 15, s. 68 (1). Eligibility of director-appointed auditor (2) An auditor appointed at the first meeting of the directors held under subsection 32 (1) is eligible for appointment under subsection (1). 2010, c. 15, s. 68 (2). Incumbent auditor (3) If an auditor is not appointed at a meeting of the members and if no resolution is passed under section 76, the incumbent auditor continues in office until a successor is appointed. 2010, c. 15, s. 68 (3). Remuneration (4) The remuneration of an auditor or person appointed to conduct a review engagement may be fixed by ordinary resolution of the members or, if not so fixed, shall be fi…

69 (1) In order to be an auditor of a corporation or to conduct a review engagement of a corporation, a person must be permitted to conduct an audit or review engagement of the corporation under the Public Accounting Act, 2004 and be independent of the corporation, any of its affiliates, and the directors and officers of the corporation and its affiliates. 2010, c. 15, s. 69 (1). Independence (2) For the purpose of this section, (a) independence is a question of fact; and (b) a person is deemed not to be independent if that person or their business partner, (i) is a business partner, a director, an officer or an employee of the corporation or any of its affiliates, or is a business partner of any director, officer or employee of the corporation or any of its affiliates, (ii) beneficially owns or controls, directly or indirectly, a material interest in the debt obligations of the corporat…

70 (1) An auditor of a corporation or a person appointed to conduct a review engagement of a corporation ceases to hold that position when the auditor or person, (a) dies or resigns; (b) is declared disqualified under subsection 69 (5); or (c) is removed under section 71. 2010, c. 15, s. 70 (1). Effective date of resignation (2) A resignation of an auditor or person appointed to conduct a review engagement becomes effective at the time the resignation is given to the corporation or at the time specified in the resignation, whichever is later. 2010, c. 15, s. 70 (2).

71 (1) The members of a corporation may remove an auditor, other than an auditor appointed by a court under section 73, or a person appointed to conduct a review engagement from their position by ordinary resolution at a special meeting. 2010, c. 15, s. 71 (1). Vacancy (2) A vacancy created by the removal of an auditor or person appointed to conduct a review engagement may be filled at the meeting at which the auditor or person is removed or, if not so filled, may be filled under section 72. 2010, c. 15, s. 71 (2). Filling vacancy

72 (1) Subject to subsection (3), the directors shall immediately fill a vacancy in the position of auditor or of a person appointed to conduct a review engagement. 2010, c. 15, s. 72 (1). By members (2) If there is not a quorum of directors, the directors then in office shall, within 30 days after the vacancy occurs, call a special meeting of the members to fill the vacancy and, if they fail to call a meeting or if there are no directors, any member may call the meeting. 2010, c. 15, s. 72 (2). Same (3) The articles of a corporation may provide that a vacancy in the position of auditor or of a person appointed to conduct a review engagement shall only be filled by vote of the members. 2010, c. 15, s. 72 (3). Unexpired term (4) An auditor or other person appointed to fill a vacancy may act for the unexpired term of the auditor’s or other person’s predecessor. 2010, c. 15, s. 72 (4).

73 (1) If a corporation does not have an auditor, the court may, on the application of a member of the corporation, appoint and fix the remuneration of an auditor. 2010, c. 15, s. 73 (1); 2017, c. 20, Sched. 8, s. 18. Term (2) An auditor appointed under subsection (1) holds office until an auditor is appointed by the members of the corporation. 2010, c. 15, s. 73 (2). Exception (3) Subsection (1) does not apply if the members have resolved under section 76 to not appoint an auditor. 2010, c. 15, s. 73 (3). Section Amendments with date in force (d/m/y) 2017, c. 20, Sched. 8, s. 18 - 19/10/2021

74 (1) A corporation or a director or member of the corporation may apply to the court to determine any controversy with respect to an appointment of an auditor of the corporation. 2010, c. 15, s. 74 (1). Powers of court (2) On an application under this section, the court may make any order that it thinks fit, including an order, (a) restraining an auditor whose appointment is disputed from acting pending determination of the dispute; and (b) declaring the result of the disputed appointment. 2010, c. 15, s. 74 (2).

75 (1) An auditor is entitled to attend every meeting of the members at the expense of the corporation and to be heard on matters relating to the auditor’s duties. 2010, c. 15, s. 75 (1). Duty to attend and answer questions (2) If a director or member, whether or not the member is entitled to vote at the meeting, gives notice not less than 21 days before a meeting of the members to the auditor or a former auditor of the corporation, the auditor or former auditor shall attend the meeting at the expense of the corporation and answer questions relating to their duties. 2010, c. 15, s. 75 (2). Notice to corporation (3) A director or member who gives the notice under subsection (2) shall give a copy of the notice to the corporation at the same time. 2010, c. 15, s. 75 (3). Statement of auditor (4) Subject to the by-laws, an auditor is entitled to give the corporation a statement giving reason…

76 (1) Members of a public benefit corporation may pass an extraordinary resolution, (a) to have a review engagement instead of an audit in respect of the corporation’s financial year if the corporation had annual revenue in that financial year of more than $100,000 or such other prescribed amount and less than $500,000 or such other prescribed amount; or (b) to not appoint an auditor and to not have an audit or a review engagement in respect of the corporation’s financial year if the corporation had annual revenue in that financial year of $100,000 or less or such other prescribed amount. 2010, c. 15, s. 76 (1). Other corporations (2) Members of a corporation other than a public benefit corporation may pass an extraordinary resolution, (a) to have a review engagement instead of an audit in respect of the corporation’s financial year if the corporation had annual revenue in that financia…

77 (1) An auditor of a corporation or a person appointed to conduct a review engagement of a corporation shall examine the financial statements that are required by section 84 to be placed before the members as is necessary to enable the auditor or other person to report on the financial statements. 2010, c. 15, s. 77 (1). Same (2) The auditor or other person shall report on the financial statements in accordance with the regulations and with generally accepted auditing or review engagement standards, as the case may be. 2010, c. 15, s. 77 (2).

78 (1) After conducting an audit or a review engagement, the auditor or other person shall report on the financial statements required by section 84 to be placed before the members. 2010, c. 15, s. 78 (1). Holding corporation auditor may rely on other auditor (2) Despite section 79, an auditor of a holding corporation or person appointed to conduct a review engagement of a holding corporation may reasonably rely on the audit or review engagement report of a body corporate or an unincorporated business the accounts of which are included in whole or in part in the financial statements of the holding corporation. 2010, c. 15, s. 78 (2). Reasonableness (3) For the purpose of subsection (2), reasonableness is a question of fact. 2010, c. 15, s. 78 (3). Application (4) Subsection (2) applies whether or not the financial statements of the holding corporation reported on by the auditor or person…

79 (1) The auditor of a corporation or other person who is conducting a review engagement may, if they are of the opinion that it is necessary in order to conduct the audit or review engagement of the corporation and to make the report required under section 78, (a) demand that the present or former directors, officers, employees or agents of the corporation give the auditor or other person any information and explanations and access to records, documents, books, accounts and vouchers of the corporation or of any of its subsidiaries; and (b) demand that the directors of the corporation obtain from the former directors, officers, employees or agents of any subsidiary of the corporation information and explanations that they are reasonably able to give. 2010, c. 15, s. 79 (1). Same (2) A person to whom a demand is made under subsection (1) shall give the auditor or other person the request…

80 (1) A corporation may have an audit committee comprising one or more directors and the majority of the committee must not be officers or employees of the corporation or of any of its affiliates. 2010, c. 15, s. 80 (1); 2023, c. 9, Sched. 22, s. 9. Auditor’s attendance (2) The corporation shall give the auditor or person appointed to conduct a review engagement notice of the time and place of any meeting of the audit committee. The auditor or person appointed to conduct a review engagement is entitled to attend the meeting at the expense of the corporation and be heard, and shall attend every meeting of the committee if requested to do so by one of its members. 2010, c. 15, s. 80 (2). Calling meeting (3) The auditor, the person appointed to conduct a review engagement or a member of the audit committee may call a meeting of the committee. 2010, c. 15, s. 80 (3). Section Amendments with…

81 (1) A director or an officer shall immediately notify the audit committee, if the corporation has one, and the auditor or person who conducted a review engagement of the corporation of any error or misstatement of which the director or officer becomes aware in a financial statement prepared as part of an audit or review engagement. 2010, c. 15, s. 81 (1). Directors to be informed (2) An auditor or former auditor of a corporation or another person who conducted a review engagement of a corporation who is notified or becomes aware of an error or misstatement in a financial statement prepared as part of an audit or review engagement shall, if in the opinion of the auditor, former auditor or other person, the error or misstatement is material, inform each director accordingly. 2010, c. 15, s. 81 (2). Duty of directors (3) When the auditor, former auditor or other person informs the direct…

82 Any statement or report made under this Act orally, in writing or in another format by the auditor or former auditor of a corporation has qualified privilege. 2010, c. 15, s. 82.

PART VIII FINANCIAL DISCLOSURE

83 (1) The directors shall approve annual financial statements of the corporation that relate to the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting or, if the corporation has not completed a financial year, that began on the date the corporation came into existence and ended not more than six months before the annual meeting. 2010, c. 15, s. 83 (1). Same (2) The approval of the directors must be evidenced by the signature of one or more directors. 2010, c. 15, s. 83 (2). Duty of committee (3) If the corporation has an audit committee, the audit committee shall review the financial statements of the corporation before they are approved by the directors. 2010, c. 15, s. 83 (3). Same (4) A corporation shall not issue, publish or circulate copies of the annual financial statements unless they are, …

84 (1) The directors of a corporation shall place before the members at every annual meeting, (a) the financial statements approved by the directors under subsection 83 (1); (b) the report of the auditor or of the person who conducted a review engagement, as the case may be; and (c) any further information respecting the financial position of the corporation and the results of its operations required by the articles or the by-laws. 2010, c. 15, s. 84 (1). Copy to members (2) Not less than 21 days, or a prescribed number of days, before each annual meeting of the members or before the signing of a resolution under section 59 in lieu of the annual meeting, a corporation shall give a copy of the documents referred to in subsection (1) to all members who have informed the corporation that they wish to receive a copy of those documents. 2010, c. 15, s. 84 (2); 2017, c. 20, Sched. 8, s. 19. Se…

PART Ix Corporate Finance

85 (1) Unless the articles or the by-laws provide otherwise, the directors of a corporation may, without authorization of the members, (a) borrow money on the credit of the corporation; (b) issue, reissue, sell or pledge debt obligations of the corporation; (c) give a guarantee on behalf of the corporation to secure performance of an obligation of any person; and (d) mortgage, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any obligation of the corporation. 2010, c. 15, s. 85 (1). Delegation of borrowing powers (2) Despite subsection 36 (2) and clause 42 (1) (a), unless the articles or the by-laws provide otherwise, the directors may by resolution delegate the powers referred to in subsection (1) to a director, a committee of directors or an officer. 2010, c. 15, s. 85 (2).