Corporate By-Law Amendments

Corporations Act, R.S.O. 1990, c. C.38

2 This Act does not apply to a company to which the Business Corporations Act or the Co-operative Corporations Act applies. R.S.O. 1990, c. C.38, s. 2.

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117.1 (1) If there is a conflict between a provision that applies to a corporation in this Act or in a regulation made under it and a provision that applies to the corporation in any other Act or regulation, the provision in the other Act or regulation prevails. 2017, c. 20, Sched. 7, s. 28 (1).

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(3) A provision in this Act or in a regulation made under it does not apply to a corporation to the extent that it is inconsistent with the intent or purpose of another Act or regulation that applies to the corporation. 2017, c. 20, Sched. 7, s. 28 (1).

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125 Each member of each class of members of a corporation has one vote, unless the letters patent, supplementary letters patent or by-laws of the corporation provide that each such member has more than one vote or has no vote. R.S.O. 1990, c. C.38, s. 125.

125.1 (1) Unless the by-laws of a corporation provide otherwise, a meeting of the members may be held by telephonic or electronic means and a member who, through those means, votes at the meeting or establishes a communications link to the meeting is deemed for the purposes of this Act to be present at the meeting. 2017, c. 20, Sched. 7, s. 31 (1).

(2) This section does not apply to a corporation to which Part V applies. 2017, c. 20, Sched. 7, s. 31 (1).

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129 (1) The directors of a corporation may pass by-laws not contrary to this Act or to the letters patent or supplementary letters patent to regulate,

(a) the admission of persons and unincorporated associations as members and as members by virtue of their office and the qualification of and the conditions of membership;

(b) the fees and dues of members;

(c) the issue of membership cards and certificates;

(d) the suspension and termination of memberships by the corporation and by the member;

(e) the transfer of memberships;

(f) the qualification of and the remuneration of the directors and the directors by virtue of their office, if any;

(g) the time for and the manner of election of directors;

(h) the appointment, remuneration, functions, duties and removal of agents, officers and employees of the corporation and the security, if any, to be given by them to it;

(i) the time and place and the notice to be given for the holding of meetings of the members and of the board of directors, the quorum at meetings of members, the requirement as to proxies, and the procedure in all things at members’ meetings and at meetings of the board of directors;

(j) the conduct in all other particulars of the affairs of the corporation.

(2) A by-law passed under subsection (1) and a repeal, amendment or re-enactment thereof, unless in the meantime confirmed at a general meeting of the members duly called for that purpose, is effective only until the next annual meeting of the members unless confirmed thereat, and, in default of confirmation thereat, ceases to have effect at and from that time, and in that case no new by-law of the same or like substance has any effect until confirmed at a general meeting of the members.

(3) The members may at the general meeting or the annual meeting mentioned in subsection (2) confirm, reject, amend or otherwise deal with any by-law passed by the directors and submitted to the meeting for confirmation, but no act done or right acquired under any such by-law is prejudicially affected by any such rejection, amendment or other dealing. R.S.O. 1990, c. C.38, s. 129.