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Corporate Records Requirements under the CNCA

The Canada Not-for-profit Corporations Act requires a corporation to maintain the following records and registers at the corporation's registered office (or any other place in Canada designated by the directors):

Articles: Which includes not only the original articles of incorporation, articles of continuance or articles of amalgamation, but also all articles of amendment, restated articles of incorporation or, much more rarely, articles of dissolution, articles of revival, articles of arrangement and articles of reorganization. Note that copies of all of these articles may also be obtained from Corporations Canada. Generally, it is good practice to obtain a complete set of the articles from Corporations Canada rather than rely entirely on the minute book of the corporation.

By-laws: Which includes not only the original by-laws but also all amending by-laws. While repealed by-laws do not necessarily need to be kept, it is certainly good practice to do so in case an issue arises as to a transaction or meeting that took place under a former by-law. While, in theory, copies of by-laws can often be obtained from Corporations Canada, there are two significant reasons why Corporations Canada can no longer be relied on to have a complete inventory of all by-laws. First, a corporation is required to file its by-laws or amending by-laws with Industry Canada, but the time frame for doing so is 12 months after the members have confirmed the by-laws. Second, a corporation can simply forget or fail to file its by-laws or by-law amendment. Such failure means that Corporations Canada will not have a copy, but it does not mean that the unfiled by-law is ineffective. The best practice is to keep copies of all by-laws, by-law amendments and repealed by-laws in the minute book and file copies with Corporations Canada as soon as the members confirm the by-laws (not 12 months later). The Act is silent as to corporate policies. Therefore, there is no legal requirement to include policies in the minute book. Some corporations may choose to keep copies of policies in the minute book. There is no harm in that, provided that policies are not confused with, or taken as a substitute for, by-laws. By-laws regulate the activities and affairs of the corporation and require membership approval to remain effective. These requirements of the Act cannot be evaded by simply calling a document that has the same function as a by-law a "policy" instead.

Unanimous Member Agreements: A UMA only applies to a non-soliciting corporation. Nevertheless, a copy of each UMA must be keep with the corporate records. A UMA cannot be filed with Industry Canada. Where applicable, a copy should be kept in the minute book. Copies should also be sent to each member, director and officer as a UMA is binding on each of them even if they are not a signatory to the UMA.

Minutes and Resolutions of Members: Members may pass resolutions either at a meeting or by resolution in writing signed by all members entitled to vote. Copies of all minutes and resolutions should be kept in the minute book. The Act also requires copies of resolutions and minutes of committees of members to be kept, if the corporation has such committees.

Minutes and Resolutions of Directors and Board Committees: Similarly, directors may pass resolutions either at a board meeting or by resolution in writing signed by all directors entitled to vote. Copies of all minutes and resolutions of the directors should be kept in the minute book. Likewise, copies of all minutes and resolutions of board committees should be kept in the minute book. However, unlike resolutions and minutes of members (which can be inspected by members and creditors), board and committee resolutions and minutes can only be inspected by directors.

Register of Members: Must set out:

(a) the name of each member;

(b) current residential or business address of each member;

(c) an email address if the member has consented to receiving information or documents by electronic means;

(d) for each person named in the register, the date on which that person became a member and, if applicable, the date on which that person ceased to be a member; and

(e) class of membership, if there is more than one class.

Register of Directors: Must set out:

(a) the name of each director;

(b) current residential address of each director;

(c) an email address if the director has consented to receiving information or documents by electronic means; and

(d) for each person named in the register, the date on which that person became a director and, if applicable, the date on which that person ceased to be a director.

It is also good practice to prepare written consents to act for each director and include these in the minute book, as well as copies of any resignations of directors. A Form 4006 (Changes Regarding Directors) must be filed with Corporations Canada whenever there is a change in the composition of the board or in the recorded address of a director.

Register of Officers: Must set out:

(a) the name of each officer;

(b) current residential address of each officer;

(c) an email address if the officer has consented to receiving information or documents by electronic means; and

(d) for each person named in the register, the date on which that person became an officer and, if applicable, the date on which that person ceased to be an officer.

It is also good practice to specify the actual office that each officer holds (chairperson; president; executive director; vice-president; secretary; treasurer; etc.).

Register of Debt Obligations: Required only if the corporation actually issues debt obligations (e.g., bonds, debentures or notes).

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