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.

Law Society Act, R.S.O. 1990, c. L.8

62 (0.1) Convocation may make by-laws,

1. relating to the affairs of the Society;

2. providing procedures for the making, amendment and revocation of the by-laws;

3. governing honorary benchers, persons who are benchers by virtue of their office and honorary members, and prescribing their rights and privileges;

3.1 for the purposes of paragraph 5 of subsection 1 (8), prescribing persons or classes of persons who shall be deemed not to be practising law or providing legal services and the circumstances in which each such person or class of persons shall be deemed not to be practising law or providing legal services;

4. prescribing the classes of licence that may be issued under this Act, the scope of activities authorized under each class of licence and the terms, conditions, limitations or restrictions imposed on each class of licence;

4.1 governing the licensing of persons to practise law in Ontario as barristers and solicitors and the licensing of persons to provide legal services in Ontario, including prescribing the qualifications and other requirements for the various classes of licence and governing applications for a licence;

5. governing the handling of money and other property by licensees;

6. requiring and prescribing the financial records to be kept by licensees and providing for the exemption from such requirements of any class of licensees;

7. requiring and providing for the examination or audit of licensees’ financial records and transactions and for the filing with the Society of reports with respect to such records and transactions;

8. requiring licensees to register an address with the Society and to notify the Society of any changes in the address;

9. requiring licensees or any class of licensees, or authorizing the Society to require licensees or any class of licensees, to provide the Society with information or to file certificates, reports or other documents with the Society, relating to the Society’s functions under this Act;

10. authorizing and providing for the preparation, publication and distribution of a code of professional conduct and ethics;

11. authorizing and providing for the preparation, publication and distribution of guidelines for professional competence;

12. respecting the reporting and publication of the decisions of the courts;

13. prescribing offices of the Society, the holders of which may exercise a power or perform a duty under this Act, the regulations, the by-laws or the rules of practice and procedure, or the holders of which may be appointed by Convocation to exercise a power or perform a duty under this Act, the regulations, the by-laws or the rules of practice and procedure, and specifying the powers they may exercise or be appointed to exercise and the duties they may perform or be appointed to perform;

14. prescribing fees and levies relating to the functions of the Society, including fees for late compliance with any obligation, that must be paid to the Society by,

i. licensees or any class of licensees,

ii. applicants for a licence or any class of applicants for a licence,

iii. limited liability partnerships that practise law or provide legal services, and applicants for a permit for a limited liability partnership to practise law or provide legal services,

iv. professional corporations and applicants for a certificate of authorization for a corporation,

v. persons who give legal advice respecting the law of a jurisdiction outside Canada, and applicants for a permit to give such advice,

vi. persons authorized to practise law or provide legal services outside Ontario who are permitted to represent one or more other persons in a specific proceeding before an adjudicative body in Ontario, and applicants for such permission,

vii. persons authorized to practise law or provide legal services in another province or territory of Canada who are permitted to engage in the occasional practice of law or provision of legal services in Ontario, and applicants for such permission,

viii. partnerships, corporations and other organizations that practise law or provide legal services and that maintain one or more offices outside Ontario and one or more offices in Ontario, and applicants for a permit to engage in such practice of law or provision of legal services, and

ix. persons, partnerships, corporations and other organizations that practise law or provide legal services and that also practise another profession or provide other services, and applicants for a permit to engage in such activities;

15. governing the payment and remission of fees and levies prescribed under paragraph 14 and exempting any class of persons from all or any part of any fee or levy;

16. providing for the payment to the Society by a licensee of the cost of an audit, investigation, review, search or seizure under Part II;

17. requiring the payment of interest on any amount owed to the Society by any person and prescribing the interest rate;

18. providing for and governing meetings of members of the Society, as set out in subsection 2 (2), or their representatives;

19. defining who is a student, prescribing classes of students and describing each class, and governing students, including,

i. governing the employment of students,

ii. making any provision of this Act, the regulations, the by-laws or the rules of practice and procedure apply to students with necessary modifications or subject to such modifications as may be specified by the by-laws, and

iii. specifying provisions of this Act, the regulations, the by-laws or the rules of practice and procedure that do not apply to students;

20. defining who is a clerk and governing the employment of clerks by persons licensed to practise law in Ontario as barristers and solicitors;

21. governing degrees in law;

22. providing and governing bursaries, scholarships, medals and prizes;

23. respecting legal education, including programs of pre-licensing education or training;

24. providing for and governing extension courses, continuing professional development and legal research, and prescribing continuing professional development requirements that must be met by licensees, subject to such exemptions as may be provided for by the by-laws;

25. prescribing, for the purposes of section 26.1, persons or classes of persons who are permitted to practise law in Ontario without being licensed to do so and persons or classes of persons who are permitted to provide legal services in Ontario without being licensed to do so, prescribing the circumstances in which persons who are not licensees are permitted to practise law or to provide legal services in Ontario, and prescribing the extent to which persons who are not licensees are permitted to practise law or to provide legal services in Ontario, including specifying the areas of law that such persons may practise or in which such persons may provide legal services and the legal services that such persons may provide;

26. prescribing oaths and affirmations for applicants for a licence or any class of applicants for a licence;

27. providing for and governing libraries;

27.1 governing the practice of law and the provision of legal services through a firm, including,

i. exercising, in respect of firms, any by-law making authority listed in this subsection respecting licensees, including, for greater certainty, under paragraph 14,

ii. for the purposes of subsection 61.1.2 (1),

A. providing that any or all of the provisions listed in that subsection apply with respect to firms or any class or classes of firms,

B. providing for modifications to the application of any or all of the provisions listed in that subsection with respect to firms or any class or classes of firms, including providing that a provision or portion of a provision does not apply with respect to firms or a class or classes of firms, or applies only in specified circumstances, or that different provisions listed in the subsection apply with respect to different classes of firms,

iii. respecting the determination of the directing mind or minds of an association of licensees for the purposes of section 61.1.3,

iv. requiring the registration of firms and governing the registration,

v. requiring firms to designate a member of the firm for the purpose of receiving information and documents from and providing information and documents to the Society on behalf of the firm or of one or more members of the firm, or for the purposes of any or all of subparagraphs vi to x, and governing the designations,

vi. requiring or authorizing specified reporting requirements or other specified requirements that are applicable to licensees who are members of a firm to be met by a designated member of the firm on behalf of some or all the licensees,

vii. requiring a designated member of a firm to appear before a person or entity specified by the by-laws respecting the conduct of the firm or of one or more members of the firm or any other matter specified by the by-laws, or authorizing a person or entity specified by the by-laws to require such an appearance,

viii. authorizing a person or entity specified by the by-laws to meet with a designated member of a firm or any other members of the firm specified by the by-laws to review the conduct of the firm or of one or more members of the firm or any other matter specified by the by-laws,

ix. requiring the designated member of a firm or any other member of the firm specified by the by-laws to comply with any requirements imposed on firms under the by-laws,

x. authorizing a person or entity specified by the by-laws to reprimand the firm, the designated member of the firm or any other member of the firm specified by the by-laws,

xi. specifying circumstances in which the Society may publish a firm’s failure to comply with a requirement under this Act and governing the publication;

28. governing the practice of law and the provision of legal services by limited liability partnerships, including requiring those partnerships to maintain a minimum amount of liability insurance for the purposes of clause 44.2 (b) of the Partnerships Act, requiring that those partnerships hold a permit to practise law or provide legal services, governing the issuance, renewal, suspension and revocation of such permits and governing the terms and conditions that may be imposed on such permits;

28.1 governing the practice of law and the provision of legal services through professional corporations, including, without limiting the generality of the foregoing, requiring the certification of those corporations, governing the issuance, renewal, surrender, suspension and revocation of certificates of authorization, governing the terms, conditions, limitations and restrictions that may be imposed on certificates and governing the names of those corporations and the notification of a change in the shareholders of those corporations;

29. providing for persons authorized to practise law or provide legal services outside Ontario to be permitted to represent one or more other persons in a specific proceeding before an adjudicative body in Ontario, subject to the approval of the adjudicative body, governing the granting of permission and the terms and conditions to which the permission may be subject, and making any provision of this Act, the regulations, the by-laws or the rules of practice and procedure apply to those persons with necessary modifications or subject to such modifications as may be specified by the by-laws;

30. providing for persons authorized to practise law or provide legal services in another province or territory of Canada to be permitted to engage in the occasional practice of law or provision of legal services in Ontario, governing the granting of permission and the terms and conditions to which the permission may be subject, and making any provision of this Act, the regulations, the by-laws or the rules of practice and procedure apply to those persons with necessary modifications or subject to such modifications as may be specified by the by-laws;

31. governing the practice of law and the provision of legal services by any partnership, corporation or other organization that maintains one or more offices outside Ontario and one or more offices in Ontario, including requiring that those partnerships, corporations and other organizations hold a permit to practise law or provide legal services, governing the issuance, renewal, suspension and revocation of such permits and governing the terms and conditions that may be imposed on such permits;

32. governing the practice of law and the provision of legal services by any person, partnership, corporation or other organization that also practises another profession or provides other services, including requiring that those persons, partnerships, corporations and other organizations hold a permit to engage in such activities, governing the issuance, renewal, suspension and revocation of such permits and governing the terms and conditions that may be imposed on such permits;

33. regulating the giving of legal advice respecting the law of a jurisdiction outside Canada, including requiring a permit issued by the Society, governing the issuance, renewal, suspension and revocation of such permits and governing the terms and conditions that may be imposed on such permits;

34. providing for the establishment, maintenance and administration of a benevolent fund for licensees and the dependants of deceased licensees;

35. governing applications to surrender a licence under section 30 and the acceptance by the Society of such applications;

36. respecting the Compensation Fund;

37. governing applications to pay trust money to the Society under section 59.6 and the approval by the Society of such applications;

37.1 governing the making of claims under section 59.10 and the determination and payment by the Society of such claims;

38. governing the referral of complaints to the Complaints Resolution Commissioner and governing the performance of duties and the exercise of powers by the Commissioner;

39. designating offices held by employees of the Society to which the Complaints Resolution Commissioner may delegate powers or duties;

40. governing reviews under section 42, including,

i. prescribing, for the purpose of clause 42 (1) (a), circumstances in which the Society may conduct a review under section 42, and

ii. prescribing, for the purpose of subsection 42 (6), the time within which a licensee may accept a proposal for an order;

41. Repealed: 2006, c. 21, Sched. C, s. 95 (17).

42. governing the appointment of persons to conduct audits, investigations and reviews under Part II;

43. prescribing a period for the purposes of subsection 46 (1) and governing the payment of amounts owing for the purposes of subsection 46 (2);

44. prescribing a period for the purposes of subsection 47 (1) and governing the completion and filing of documents for the purposes of subsection 47 (2);

44.1 governing disclosure and circumstances for the purposes of clause 49.12 (2) (f), or of clause 49.12 (2) (j);

45. specifying a deadline for the purposes of subsection 49.28 (3), and providing for a process to extend a deadline for paying costs in the circumstances described in subsection 49.28 (4) and specifying that extended deadline;

46. providing for additional powers, duties and functions of the Tribunal, its chair and its members;

46.1 setting out eligibility requirements for the purposes of subsections 49.20.2 (1), 49.21 (3), 49.22.1 (2), 49.24.1 (2), 49.29 (3) and 49.30.1 (2);

46.2 governing the conduct of members of the Hearing Division and members of the Appeal Division who are assigned to hear and determine matters, including providing for a code of professional conduct for such members and providing for the code’s enforcement, and governing the evaluation of such members;

47. governing the implementation of agreements with the responsible authorities in other jurisdictions relating to the practice of law or the provision of legal services;

48. prescribing forms and providing for their use;

49. governing the register that the Society is required to establish and maintain under section 27.1, including prescribing information that the register must contain in addition to the information required under section 27.1, governing the removal of information from the register and governing the Society’s duty under section 27.1 to make the register available for public inspection;

50. governing the register that the Society is required to establish and maintain under section 61.0.2, including prescribing information that the register must contain, governing the removal of information from the register and governing the Society’s duty under section 61.0.2 to make the register available for public inspection;

50.1 governing any register established under subsection 61.1.4 (2), including prescribing information that the register must contain, governing the removal of information from the register and governing the Society’s duty under clause 61.1.4 (3) (b) to make the register available for public inspection;

51. prescribing requirements to be met by licensees with respect to indemnity for professional liability;

52. respecting anything that, under this Act, may or must be prescribed or done by the by-laws. 1998, c. 21, s. 29 (1); 2000, c. 42, Sched., s. 23; 2001, c. 8, s. 50; 2006, c. 21, Sched. C, ss. 95 (1-20); 2010, c. 16, Sched. 2, s. 4 (4); 2013, c. 17, s. 24 (1-3); 2020, c. 11, Sched. 13, s. 15 (1).

Same (1) Without limiting the generality of paragraph 1 of subsection (0.1), by-laws may be made under that paragraph,

1. Repealed: 1998, c. 21, s. 29 (3).

2. prescribing the seal and the coat of arms of the Society;

3. providing for the execution of documents by the Society;

4. respecting the borrowing of money and the giving of security therefor;

5. fixing the financial year of the Society and providing for the audit of the accounts and transactions of the Society;

6. governing the election of benchers under section 15, including prescribing regions for the purpose of subsection 15 (2), prescribing the terms of office of elected benchers, prescribing the number of benchers to be elected for each region, governing the qualifications required to be a candidate or vote in elections and providing for challenges of election results;

6.1 governing the election of benchers under subsection 16 (1), including prescribing the day on which the first election of such benchers must take place, requiring such benchers to be elected for regions and prescribing the regions, prescribing the terms of office of elected benchers, governing the qualifications required to be a candidate or vote in elections and providing for challenges of election results;

6.2 governing the filling of vacancies under subsection 15 (3) and the filling of vacancies under subsection 16 (3);

7. governing the election of and removal from office of the Treasurer, the filling of a vacancy in the office of Treasurer, the appointment of an acting Treasurer to act in the Treasurer’s absence or inability to act, and prescribing the Treasurer’s duties;

8. providing for the appointment of and prescribing the duties of the Chief Executive Officer and such other officers as are considered appropriate;

9. respecting Convocation;

10. providing for the establishment, composition, jurisdiction and operation of the Proceedings Authorization Committee;

10.1 providing for the establishment, jurisdiction, operation, duties and powers of the Paralegal Standing Committee, including,

i. specifying the matters for which the Committee is responsible and the matters for which it is not responsible,

ii. governing the election of five persons who are licensed to provide legal services in Ontario as members of the Committee, prescribing the day on which the first election of such members must take place, prescribing their term of office and governing the filling of vacancies in their offices,

Note: On a day to be named by proclamation of the Lieutenant Governor, subparagraph ii is repealed. (See: 2013, c. 17, ss. 24 (4), 28 (4))

iii. governing the appointment of five elected benchers who are licensed to practise law in Ontario and three lay benchers as members of the Committee, prescribing their term of office and governing their reappointment, and

iv. governing the appointment and reappointment of the chair of the Committee;

11. providing for the establishment, composition, jurisdiction and operation of standing and other committees, including standing committees responsible for discipline matters and for professional competence, and delegating to any committee such of the powers and duties of Convocation as may be considered expedient. R.S.O. 1990, c. L.8, s. 62 (1); 1991, c. 41, s. 5; 1998, c. 21, s. 29 (2-11); 2006, c. 21, Sched. C, s. 95 (21-23).

General or particular (1.1) A by-law made under this section may be general or particular in its application. 1998, c. 21, s. 29 (12).

Interpretation of by-laws (2) The by-laws made under this section shall be interpreted as if they formed part of this Act. R.S.O. 1990, c. L.8, s. 62 (2); 1998, c. 21, s. 29 (13).

Availability of copies of by-laws (3) The Society shall,

(a) Repealed: 2020, c. 11, Sched. 13, s.15 (2).

(b) make a copy of the by-laws, as amended from time to time, available for public inspection. 2006, c. 21, Sched. C, s. 95 (24); 2020, c. 11, Sched. 13, s. 15 (2).