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July 2018 Archives

Disciplining and Expelling Members under the CNCA

Under the Canada Not-for-profit Corporations Act, the articles or by-laws of a not-for-profit ("NFP") corporation may provide that an organ of the corporation has the power to discipline a member or terminate a membership. Notably, this disciplinary provision is opt-in. The decision-making organ can consist of the directors, a committee of directors or a committee of members of the corporation. Presumably, all of the members or all of the voting members could also comprise a committee of members for this purpose.

Rules for Making, Amending or Repealing By-laws under the CNCA

By-laws set out the governance rules of a not-for-profit ("NFP") corporation. The by-laws of a corporation incorporated, continued or amalgamated under the Canada Not-for-profit Corporations Act may include any provision relating to the activities or affairs of the corporation or the rights and powers of the corporation, its members, directors and officers. The following blog post describes the rules for making, amending and repealing by-laws under the Act.

Member Proposals Under the CNCA

The Canada Not-for-profit Corporations Act entitles any member who has the right to vote at an annual meeting to submit a member proposal to the corporation, which proposal would be raised as special business at the meeting. The member is also entitled to discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal.

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