ANNEX 4 NOT-FOR-PROFIT CHECKLIST
CHECK EACH PROVISION THAT IS IN OR ATTACHED TO THE APPLICATION OR IS OTHERWISE TRUE NOTE:
Items in bold are mandatory provisions that must be included in the Application or By-laws.
1. FEES (MADE PAYABLE TO THE RECEIVER GENERAL FOR CANADA) _____ Incorporation - Letters Patent - $200 _____ Name Search (if done by Corporation Canada - $15 per search, bilingual names require 2 searches)
2. APPLICATION FOR INCORPORATION a. _____ _____ _____ _____
APPLICATION DOCUMENT 2 copies required to be filed Request to the Minister of Industry for the issue of Letters Patent Name provided and stated to be not confusing Applicants are individuals _____ i. minimum of three _____ ii. 18 years minimum and power under law to contract _____ iii. names, addresses, occupation (not position held in the proposed corporation) _____ iv. a statement that a minimum of three applicants are first directors _____ v. any first director who is not applicant has consented
_____ Purposes: general (i.e. not a repetition of Section 16 powers), compatible with name. NOTE: If purposes are repeated in by-laws, they must be identical to what appears here. _____ Statement that the corporation may carry on business throughout Canada and elsewhere. _____ Head office _____ municipality / city and province (in application) _____ full street address (in covering letter) _____ Dissolution Clause (optional, but recommended) _____ Borrowing powers (optional, see Section 65 of the Act) _____ wording identical to section 65 _____ subject to 2/3 of members’ approval _____ delegation of these powers to directors or officers only _____ Statement re: by-laws being filed with application _____ Statement re: no pecuniary gain to members _____ Signature: _____ each applicant _____ place and date _________________ b. _____ _____ _____
STATUTORY DECLARATION OF AN APPLICANT 1 copy required States that contents of the application are true Signed by 1 applicant
_____ Sworn before a commissioner for taking oaths (e.g., lawyer, notary public, Member of Parliament) _____ Dated _______ and signed after the signing of the application for incorporation. c. NAME SEARCH _____ 1 copy required ______ pre-approval letter from Corporations Canada and a copy of the NUANS® report OR ______copy of a NUANS® report not more than 90 days old and information pertinent information to the name OR ______ cheque for $15 per search together with a request asking Corporations Canada to do the NUANS® search _____ NUANS® report is a Canada-biased Report, all 5 pages Dated: __________________ (less than 90 days old when filed) _____ Any consents submitted/required are attached _____ Name not confusing or otherwise unavailable 3. BY-LAWS NOTE: when completing this part, insert by-law reference (section/article/number) _____ 2 COPIES of proposed by-laws required to be filed a.
CONDITIONS OF MEMBERSHIP _____ who can be a member _____ how a member is accepted into membership (must be voluntary) _____ if more than 1 class of membership: rights and conditions attaching to each class, including voting rights _____ if members may withdraw _____ if members may withdraw, how members may withdraw
b.
MEMBERS’ MEETING _____ time and place of annual meeting _____ method of giving notice of annual or special general meeting of members _____ reasonable period of notice _____ notice of special business must contain enough information to allow the member to make a reasoned decision _____ quorum has to be fixed (fixed number, percentage or determinable formula) (minimum 2 unless there is only one member) (“members present will constitute a quorum” or “at least X members will constitute a quorum” are NOT ACCEPTABLE) _____ number or proportion of voting members who have right to requisition a special general meeting _____ directors shall call the meeting _____ if unequal voting rights, number of votes for each class of members _____ if meetings by teleconference _____% of members for approval of holding such a meeting _____ if meetings by other electronic means _____ must permit all members participating in the meeting to communicate adequately with each other _____ each member consents in advance to method of communication and has equal access _____ % of members for approval of holding such a meeting _____ procedures for establishing quorum and recording votes
_____ if decision by consensus _____ qualify by “unless the Act provides otherwise” _____ “consensus” is defined _____ means of referring to vote if consensus not reached _____ if proxy right given: _____ who can be a proxy holder _____ proxy must be in writing _____ a form of proxy or a reminder of proxy right to be attached to notice of meeting _____ if majority vote, must be qualified by “unless the Act or these by-laws otherwise provide” _____ if delegate to vote on behalf of subdivision of members _____ how delegate is selected _____ if delegate of members is also representative on board of directors, _____ delegate cannot vote on requisitioned vote _____ members have right to attend all meetings _____ voting by mail ballot for a certain purpose is acceptable unless the Act requires a meeting for that purpose _____ specify quorum and voting requirements _____ written resolutions to approve a certain type of matter is acceptable unless the Act requires a meeting to approve that type of matter _____ specify quorum and voting requirements c.
DIRECTORS _____ reference that board of directors will manage the corporation _____ how elected or appointed _____ directors must be 18, individuals and have capacity under law to contract _____ if not a fixed number (3 or more), a minimum of 3 _____ how number of directors is to be established _____ how number of directors is to be changed _____ if number of directors is not the same as in Application, must include statement referring to first directors in Application and when their term will end _____ how number of directors is to be established _____ how number of directors is to be changed _____ term _____ removal by members _____ if appointed or elected by group, may be removable only by same group _____ remuneration _____ alternate directors NOT ACCEPTABLE
d.
DIRECTORS’ MEETING _____ time and place _____ reasonable notice _____ quorum, fixed or percentage (minimum of 2 directors) _____ voting rights (must be equal) _____ if meetings by teleconference _____ % of directors for approval of holding such a meeting _____ if meetings by other electronic means _____ must permit all directors participating in the meeting to communicate adequately with each other _____ each director consents in advance to method of communication and has equal access _____ % of directors for approval of holding such a meeting _____ procedures for establishing quorum and recording votes
_____ if decision by consensus _____ qualified by “unless the Act provides otherwise” _____ “consensus” is defined _____ means of referring to vote if consensus not reached _____ mail ballot NOT ACCEPTABLE EXCEPT FOR detailed ballot replacing a director at a meeting _____ motion at meeting is identical to mail ballot _____ documentation/background material available in advance _____ mail ballot cannot replace director for quorum purposes _____ when and who must receive ballot (optional) _____ explain how director attending by ballot will comply with subsection 98(4) re conflict of interest _____ proxy voting NOT ACCEPTABLE _____ written resolutions in lieu of meetings NOT ACCEPTABLE e.
OFFICERS _____ how appointed or elected _____ specify term if officer is elected and not an employee of corporation _____ removal from office _____ basic duties and responsibilities of each officer specified _____ remuneration _____ custody of the corporate seal
f.
COMMITTEES (if applicable) Executive appointment removal duties remuneration
________ ________ ________ ________
Standing
Other
_______ _______ _______ _______
______ ______ ______ ______
Executive Committee Meetings (if applicable) ____ when and where ____ reasonable notice ____ quorum (fixed and min. of 2) g.
EXECUTION OF DOCUMENTS _____ who can sign on behalf of the corporation
h.
AMENDMENTS OF BY-LAWS _____ mode of repealing or amending by-laws _____ members approval required before Ministerial approval _____ Ministerial approval required before amendments enforced or acted upon
i.
AUDITOR _____ appointed by members at each annual meeting _____ to audit financial statements for report to members at annual meeting _____ may not be director, officer or employee of the corporation without consent of all members
NOT-FOR-PROFIT CORPORATIONS WITH MORE THAN ONE LEVEL IN THEIR STRUCTURE (see the Model By-Law Policy) i. Membership Levels at which members are found: _____ the individual / corporate member, or _____ the regional association or _____ different classes of membership for different levels _____ rights and conditions attaching to each class specified _____ how each type of member is admitted to membership ii. Directors _____ how directors are appointed or elected to office _____ directors must be 18, individuals and have capacity under law to contract _____ removal of directors by all voting members or a subdivision of voting members _____ how meeting may be requisition by voting members for purpose of removal of directors _____ no voting through delegates iii. Members’ Meetings _____ notice of members’ meeting to go to actual voting members (not delegates, nor regional associations, nor chapters) _____ if members’ delegates to members’ meeting is also representative on board of directors of the corporation: _____ actual voting members and not delegates vote on removal of directors _____ actual voting members have right to attend all members’ meeting, even though their votes are exercised through delegates _____ how the right to vote is exercised _____ control by the corporation over its chapters