(2) If the articles do not provide for the distribution of the remaining property, the liquidator shall divide the remaining property, other than the property referred to in section 234, into as many equal shares as there are memberships in the corporation and distribute one share to the holder of each membership. ‘Canada Not-for-Profit Corporations Act’ Richard Bridge www.lawyerforcharities.ca richardbridge@ns.sympatico.ca 2 •To make you familiar with the key elements of the new Act. (9) This Act ceases to apply to the corporation on the date shown in the certificate of discontinuance. (3) If the articles of a corporation do not provide for distribution to one or more qualified donees, the liquidator shall apply for an order under section 227 for the distribution of the remaining property of the corporation, other than the property referred to in section 234, to one or more qualified donees. (4) If a guarantee referred to in subsection (1) or (3) is made to any person who, relying on the guarantee, takes or deals with the debt obligation, the guarantor is liable to the person for any loss resulting from breach of warranty. Evidence of contents of certification of fact. 181 (1) Subject to section 182, members of a corporation shall, by ordinary resolution, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting. (2) At least once in each prescribed period beginning on the date of the trust indenture and at any other time on the demand of a trustee, the issuer, the guarantor or, in Quebec, the surety of debt obligations issued under a trust indenture shall provide the trustee with, (a) a certificate that the issuer, the guarantor or, in Quebec, the surety has complied with all requirements contained in the trust indenture that, if not complied with, would, with the giving of notice, lapse of time or otherwise, constitute an event of default; or. Authorization to delay calling of annual meeting. (4) Any person who is entitled to notice of a meeting of members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. (2) A director who has satisfied a judgment rendered under this section is entitled to recover from the other directors who voted for or consented to the unlawful act on which the judgment was founded their respective shares. 126 (1) The following persons are disqualified from being a director of a corporation: (a) anyone who is less than 18 years of age; (c) a person who is not an individual; and. (fondateur), issuer means a corporation that is required by this Act to maintain a debt obligations register. (a) immediately cause notice of the certificate to be sent to each known creditor of the corporation; (b) without delay take reasonable steps to give notice of it in each province in Canada where the corporation was carrying on activities at the time it sent the statement of intent to dissolve to the Director; (c) do all acts required to liquidate its property — including collecting its property, transferring property referred to in section 234 and converting any property not to be transferred or distributed in kind into money — and discharge all its liabilities; and. 69 (1) A purchaser of a debt obligation, or a broker for a seller or purchaser, is deemed to have notice of an adverse claim if, (a) the debt obligation has been endorsed “for collection” or “for surrender” or for a purpose other than transfer; or. (6) The records described in subsection (3) shall be kept at the registered office of the corporation or at any other place that the directors think fit. (4) A body corporate that applies for a certificate of continuance under this section is not required to pay any fees in respect of the continuance. 178. (a) if the court is satisfied that in respect of the corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to, or unfairly disregards the interests of, any shareholder, creditor, director, officer or member, or causes such a result: (i) any act or omission of the corporation or any of its affiliates, (ii) the conduct of the activities or affairs of the corporation or any of its affiliates, or, (iii) the exercise of the powers of the directors of the corporation or any of its affiliates; or, (i) a unanimous member agreement entitles a complaining member to demand dissolution of the corporation after the occurrence of a specified event and that event has occurred, or. (5) A holder may convert an endorsement in blank into a special endorsement. (2) Debt obligations issued by a corporation and purchased, redeemed or otherwise acquired by it may be cancelled or, subject to any applicable trust indenture or other agreement, may be reissued, pledged or hypothecated to secure any existing or future obligation of the corporation, and such an acquisition and reissue, pledge or hypothecation is not a cancellation of the debt obligations. (3) On application, the Director may exempt a trust indenture from the application of this Part if the trust indenture, the debt obligations issued under it and the security interest effected by it are subject to a law of a province or a country other than Canada that is substantially equivalent to this Part. (2) A corporation and its agents and mandataries shall take reasonable precautions to prevent the loss or destruction of the registers and other records required under this Act, to prevent the falsification of entries in those registers and records and to facilitate the detection and correction of inaccuracies in them. 322. (2) A director whose name appears on the last notice that was sent by a corporation in accordance with section 128 or 134 and received by the Director is presumed for the purposes of this Act to be a director of the corporation. (a) an issuer registering a debt obligation in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent or correct description of the fiduciary relationship and the issuer may then assume without inquiry that the newly registered owner continues to be the fiduciary until the issuer receives written notice that the fiduciary is no longer acting as such with respect to the particular debt obligation; (b) an issuer registering a transfer on an endorsement by a fiduciary has no duty to inquire into whether the transfer is made in compliance with the document or with the law of the jurisdiction governing the fiduciary relationship; and. Authorizing continuance — other bodies corporate. 332. (2) A director is not liable under subsection (1) unless. 265. 358. Audit engagement — designated corporations. (3) The corporation shall send the public accountant notice of the time and place of any meeting of the audit committee. (2) A copy of every resolution referred to in subsection (1) shall be kept with the minutes of the meetings of members. (12) A body corporate referred to in subsection (9) that does not make an application to obtain a certificate of continuance within the period prescribed is dissolved on the expiry of that period. (b) appoint directors in place of or in addition to all or any of the directors then in office. (2) A public accountant appointed under section 127 is eligible for appointment under subsection (1). (2) On the demand of a trustee, the issuer, the guarantor or, in Quebec, the surety of debt obligations issued or to be issued under a trust indenture shall provide the trustee with evidence of compliance with the trust indenture by the issuer, guarantor or surety in respect of any act to be done by the trustee at their request. 78. (6) On receipt of articles of arrangement, the Director shall issue a certificate of arrangement in accordance with section 276. (4) A branch debt obligations register shall only contain particulars of debt obligations issued or transferred at the branch. (expert-comptable), series means a division of a class of debt obligations. (2) In connection with a continuance under this Act, the shareholders or members of a body corporate incorporated or continued by or under a special Act of Parliament who are entitled to vote at annual meetings of shareholders or members may, despite the charter of the body corporate, (a) by special resolution, authorize the directors of the body corporate to apply under section 211 for a certificate of continuance; and. (1) In order to be a public accountant of a corporation, a person shall. (2) Notice of a meeting of members at which a proposal to make an amendment referred to in subsection 197(1) is to be considered shall set out the proposed amendment. (2) Subject to subsection 13(1), a corporation may, for use outside Canada, set out its name in its articles in any language form and it may use and may be legally designated by any such form outside Canada. (2) Any person described in subsection (1) and debt obligation holders, on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of members setting out the prescribed information and updated in accordance with the regulations. In connection with the dissolution or the liquidation and dissolution of a corporation, the court may, if it is satisfied that the corporation is able to pay or adequately provide for the discharge of all its liabilities, make. 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