Bill 54 — Second Session, 21St Legislature, 36 Elizabeth Ii the Legislative Assembly of Alberta Bill 54 Volunteer Incorporations Act (Legislature 21, Session 2)

L21 S2 3101

Alberta — Bills

1987 BILL 54 Second Session, 21st Legislature, 36 Elizabeth II THE LEGISLATIVE ASSEMBLY OF ALBERTA BILL 54 VOLUNTEER INCORPORATIONS ACT THE MINISTER OF CONSUMER AND CORPORATE AFFAIRS First Reading Second Reading Committee of the Whole Third Reading Royal Assent

Bill 54 BILL 54 1987 VOLUNTEER INCORPORATIONS ACT (Assented to , 1987) Table of Contents

Interpretation 1

Part 1 Incorporation Incorporation 2 Incorporating documents 3 Articles of incorporation 4 Requirement re distribution of property 5 Exceptions 6 By-laws and articles 7 Certificate of incorporation 8 Transitional 9 Existing companies 10 Existing societies 1 ^

Part 2 Names Name requirements '2 Notice to change name ^ 3 Revocation of name ^^

Part 3 Effect of Incorporation Effect of incorporation ^ ^ Capacity of incorporated association 16 Members not liable ^'

Part 4 rail t Distribution of Property and Income Use of property Prohibition ]^ Distribution on liquidation •^^';f ^ Court may give directions j-^ Recovery of property

Part 5 Dealings with Incorporated Association 24 No constructive notice ;: Authority of directors, officers and agents 25 Corporate seal 1 26

Part 6 Registered Office, Records and Returns Registered office, etc. 27 Record keeping 28 Annual return 29

Part 7 Membership Articles and membership 30 By-laws and membership 31 Consent 32 Resignation of membership 33 Application of Business Corporations Act 34 Evidence of membership 35 Transfer of membership 36 Register of members 37

Part 8 By-laws Purpose of by-laws 38 Standard by-laws 39 Initial by-laws 40 Special resolution 41

Part 9 Appointment and Election of Directors Number and qualifications of directors 42 First directors 43 Election of directors 44 Irregularities 45 Notice of change of directors 46 Proceedings of directors 47

Part 10 Powers, Duties and Obligations of Directors Directors' duties 48 Resolution instead of meeting 49 Disclosure re contracts 50 Duty of care 51 Indemnification by incorporated association 52

Part 11 Proceedings of Members By-laws 53 Place of meetings 54 Directors to call meetings 55 Notice of meetings 56 Proposals 57 Quorum 58 Voting 59 Ballot vote 60 Resolution instead of meeting 61 Meeting on requisition of members 62 Meeting called by Court 63

Part 12 Disputed Elections Disputed election or appointment 64

Part 13 Financial Affairs Annual financial statements 65 Copies to members 66 Copies to Registrar 67 When auditor not required 68 Qualifications of auditor 69 Appointment of auditor 70 Term of office and removal 71 Filling vacancies 72 Court may appoint auditor 73 Rights and duties of auditor 74 Auditor's duty to examine 75 Auditor's right to information 76 Qualified privilege 77 Prohibited financial assistance 78

Part 14 Debt Securities Application of Business Corporations Act 79

Part 15 Fundamental Changes Amendment of articles 80 Class votes 81 Articles of amendment 82 Effect of amendment 83 Restatement of articles 84 Amalgamation 85 Amalgamation agreement 86 Adoption of agreement 87 Articles of amalgamation 88 Effect of amalgamation 89 Continuance into Alberta 90 Continuance out of Alberta 91 Extraordinary sale, lease or exchange 92

Part 16 Branches Branches , 93 '^

Part 17 Investigation Court may order investigation 94 Non-publication <^' ' 95 Scope of order 96 Costs of application 97 Directions 98 Co-operation with other officials 99 Hearings ^00 Witnesses ^01 Statements privileged '0^ Solicitor-client privilege ^ 0^ Copy of report ^04 Report as evidence ^05

Part 18 Liquidation and Dissolution Staying proceedings 106 Dissolution by directors or members 107 Proposal for dissolution 108 Dissolution by Registrar 109 Dissolution by court order 110 Dissolution by court order — other grounds 111 Court order 112 Registrar's duty 113 Powers of Court 114 Effect of court order 115 Vacancy in office of liquidator 116 Duties of liquidator 117 Powers of liquidator 118 Final accounts and discharge of liquidator 119 Member's right to distribution in money 120 Custody of documents, etc. 121 Existing rights unaffected by dissolution 122 Unknown claimants 123

Part 19 Revival Revival of incorporated association 124 Revival of other bodies corporate 125

Part 20 Remedies, Offences and Penalties

Definitions 126 Derivative action 127 Powers of Court 128 Court approval of stay, etc. 129 Costs 130 Rectification of records 131 Court order for directions 132 Registrar's refusal to file 133 Appeal from Registrar's decision 134 Compliance or restraining order 135 Offence re returns, etc. 136 General penalty 137 Order for compliance 138 Limitation period 139 Civil remedy unaffected 140

Part 21 General Service on members, directors 141 Presumptions 142 Service on incorporated association 143 Service on Registrar 144 Waiver of notice 145 Registrar's certificate 146 Certificate by incorporated association 147 Copies of documents 148 Proof required by Registrar 149 Registrar's power to issue certificates 150 Certificate of status 151 Registrar may alter documents 152 Errors in certificates 153 Examination of documents 154

K-egisirar s recoras Regulations

Part 22 Extra-provincial Non-profit Corporations

Interpretation Exemption from fees Duty to register Application for registration Name requirements Use of assumed name Registration Cancellation of registration Reinstatement of registration Use of name Rules re attorney for service Notice of changes Notice of amalgamation Notices re liquidation Annual return Registrar's certificate Validity of acts Effect of non-registration Offence Division 1 Registration Division 2 Information Division 3 General

Part 23 Consequential, Repeal and Commencement Consequential Repeals RSA 1980 cS-18 Coming into force 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 170 171 172 173 174 175 176,177 178 179 HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Alberta, enacts as follows:

Interpretation 1(1) In this Act, (a) "affairs" means the relationships among an incorporated as sociation and its members but does not include the activities carried on by the incorporated association; (b) "articles" means original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of con tinuance, articles of dissolution and articles of revival, all as amended from time to time; (c) "associate", when used to indicate a relationship with a per son, means (

i) a body corporate of which that person beneficially owns or controls, directly or indirectly, shares or securities cur-

rently convertible into shares carrying more than 10% of the voting rights under all circumstances or under any circum stances that have occurred and are continuing, or a currently exercisable option or right to purchase those shares or those convertible securities, (ii) a partner of that person acting on behalf of the partner ship of which they are partners, (iii) a trust or estate in which that person has a substantial interest or in respect of which he serves as a trustee or in a similar capacity, (iv) a spouse of that person, or (

v) a relative of that person or of his spouse if that relative has the same residence as that person; (d) "Court" means the Court of Queen's Bench; (e) "debt security" means a debt obligation of an incorporated association and includes a certificate evidencing such a debt ob ligation; (f) "director" means a person occupying the position of director by whatever name called and "directors" and "board of direc tors" include a single director; (g) "existing body corporate" means an existing company and an existing society; (h) "existing company" means a company registered under the Companies Act at the date this Act comes into force (

i) that by reason of a direction or authorization of the Reg istrar of Companies under

Part 9 of that Act does not have the word "limited" as part of its name, or (ii) that by its memorandum of association or articles of as sociation prohibits the payment to its members of any divi dend, but does not include a municipal housing company limited by shares incorporated under the Companies Act and having as its object the development, provision and operation, or any of them, of housing and accommodation; (i) "existing society" means a society registered under the Soci eties Act at the date this Act comes into force; G) "extra-provincial corporation" means a body corporate (

i) incorporated otherwise than by or under

an Act of the Legislature or an Ordinance of the Northwest Territories, or (ii) incorporated by or under an Ordinance of the Northwest Territories and not subject to the legislative authority of the Province by

section 16 of the Alberta Act (Canada); (k) "extra-provincial non-profit corporation" means a body cor porate that is, by virtue of its corporate constitutional documents,

subject to a prohibition that is substantially the same as the pro hibition imposed by a provision referred to in

section 5(

a) or (

b) and is incorporated (

i) otherwise than by or under

an Act of the Legislature or an Ordinance of the Northwest Territories, or (ii) by or under an Ordinance of the Northwest Territories and not subject to the legislative authority of the Province by

section 16 of the Alberta Act (Canada); (I) "incorporated association" means (

i) a body corporate incorporated under this Act or revived as an incorporated association under this Act, (ii) an existing body corporate that is registered and deemed to have been incorporated under this Act by virtue of

section 9(1), and (iii) an extra-provincial non-profit corporation that continues into Alberta under

section 90; (m) "incorporator" means a person who signs articles of incor poration; (n) "individual" means a natural person; (o) "member" includes shareholder in the case of a body corpo rate with a capital stock divided into shares; (p) "Minister" means the member of the Executive Council charged by the Lieutenant Governor in Council with the admin istration of this Act; (q) "ordinary resolution" means a resolution (

i) passed by a majority of the votes cast by the members who voted in respect of that resolution, or (ii) signed by all the members entitled to vote on that reso lution; (r) "person" includes an individual, partnership, association, body corporate, trustee, executor, administrator and legal representa tive; (s) "prescribed" means prescribed by the regulations; (t) "Registrar" means the Registrar of Corporations or a Deputy Registrar of Corporations; (u) "send" includes deliver; (v) "soliciting incorporated association" means an incorporated association that has, within the current financial period or within any of the 3 preceding financial periods, (

i) solicited money from the public within the meaning of the regulations, or (ii) received a grant or similar financial assistance from a municipal or provincial government in Canada or the Gov-

emment of Canada or from an agency of any of those govern ments; (w) "special resolution" means a resolution (

i) passed by at least % of the votes cast by members who voted in respect of that resolution, or (ii) signed by all the members entitled to vote on that reso lution.

(2) A reference in this Act to the Companies Act or the Societies Act is deemed to include a reference to predecessors of those Acts.

(3) For the purposes of this Act, (

a) one body corporate is affiliated with another body corporate if one of them is the subsidiary of the other or both are subsidi aries of the same body corporate or each of them is controlled by the same person, and (

b) if 2 bodies corporate are affiliated with the same body cor porate at the same time, they are deemed to be affiliated with each other.

(4) For the purposes of this Act, a body corporate is controlled by a person if (

a) memberships in the body corporate, to which are attached more than 50% of the votes that may be cast to elect directors of the body corporate, are held, other than by way of security only, by or for the benefit of that person, and (

b) the votes attached to those memberships are sufficient, if ex ercised, to elect a majority of the directors of the body corporate.

(5) For the purposes of this Act, a body corporate is the holding body corporate of another if that other body corporate is its subsid iary.

(6) For the purposes of this Act, a body corporate is a subsidiary of another body corporate if (

a) it is controlled by (

i) that other, (ii) that other and I or more bodies corporate, each of which is controlled by that other, or (iii) 2 or more bodies corporate, each of which is controlled by that other, or (

b) it is a subsidiary of a body corporate that is that other's subsidiary. 8

Incorporation Incorporating documents Articles of incorporation Requirement re distribution of property Exceptions PARTI INCORPORATION 2 One or more persons may incorporate an incorporated associa tion. 3(1) The incorporators shall send to the Registrar (

a) the articles of incorporation in the prescribed form signed by the incorporators, (

b) the documents relating to the name of the incorporated as sociation that are prescribed by the regulations, (

c) a notice of registered office and a notice of designated address for service by mail and separate records office, if any, and (

d) a notice of directors in the prescribed form.

(2) The incorporators may send signed by-laws to the Registrar with the articles of incorporation. 4 Articles of incorporation shall set out at least the following in respect of the proposed incorporated association: (

a) the name of the incorporated association; (

b) the purpose or purposes for which the incorporated associa tion is being incorporated; (

c) any restrictions on the activities that the incorporated asso ciation may carry on; (

d) either (

i) a statement that the incorporated association will have 1 class of members, or (ii) if there is more than 1 class of membership, (

A) the designation and characteristics of each class, (

B) the special rights, privileges, restrictions and condi tions attaching to membership in each class, and (

C) the maximum number, if any, of members who may be admitted to membership in each class. 5 Subject to

section 6, the articles shall contain one of the following provisions: (

a) a provision that no income or property of the incorporated association shall be distributed to a member, director or officer except on or after the liquidation of the incorporated association; (

b) a provision that no income or property of the incorporated association shall be distributed to a member, director or officer either during the existence of the incorporated association or on or after its liquidation. 6(1) Notwithstanding

section 5, articles that contain a provision under

section 5(

a) may contain any or all of the following provisions:

By-laws and articles Certificate of incorporation Transitional (

a) a provision permitting the incorporated association to pay a member a reasonable price or remuneration for goods, services or other valuable benefits provided to the incorporated associa tion by the member; (

b) a provision permitting the incorporated association to pay to a member on the surrender of his membership an amount that does not exceed the fair value of his membership; (

c) a provision permitting the incorporated association to give financial assistance to a member in accordance with

section 78.

(2) Notwithstanding

section 5, articles that contain a provision under

section 5(

b) may contain any or all of the following provisions: (

a) a provision permitting the incorporated association to pay a member a reasonable price or remuneration for goods, services or other valuable benefits provided to the incorporated associa tion by the member; (

b) a provision permitting the incorporated association to dis tribute income or property to a member of the incorporated as sociation that (

i) is itself a body corporate the purposes of which are similar to the purposes of the incorporated association, and (ii) is, except for a provision of a kind permitted by this subsection, subject to a prohibition that is substantially the same as the one set out in

section 5(b); (

c) a provision stating that on liquidation the property of the incorporated association shall be distributed for a purpose stated in the articles which is similar to a purpose of the incorporated association which is stated in the articles; (

d) a provision permitting the incorporated association to give financial assistance to a member in accordance with

section 78.

(3) No incorporated association may make a payment under subsec tion (l)(

b) or (2)(

b) if there are reasonable grounds for beheving that the incorporated association is, or would after the payment be, una ble to pay its liabilities as they become due. 7 Articles of incorporation may contain any provision permitted or required by this Act or by law to be contained in the by-laws. 8 On receipt of the documents required under

section 3, the Regis trar shall issue a certificate of incorporation. 9(1) On the coming into force of this Act every existing company and every existing society is an incorporated association that is (

a) registered, and (

b) deemed to have been incorporated under this Act.

(2) The register maintained under the Companies Act in respect of existing companies and the register maintained by the Registrar of 10

Existing companies Existing societies Corporations in respect of existing societies are hereby continued as a register to be known as the register of incorporated associations. 10(1) Subject to this section, on an existing company becoming reg istered as an incorporated association under this Act by virtue of

section 9(1), (

a) the memorandum of association of the existing company as amended is the articles of the incorporated association, and (

b) the articles of association of the existing company as amended are the by-laws of the incorporated association.

(2) The articles of an incorporated association referred to in subsec tion (1) shall be deemed to set out (

a) that the name of the existing company is the name of the incorporated association, (

b) that the objects of the existing company as stated in its mem orandum of association as amended are the purposes of the in corporated association, (

c) that a restriction on the objects or powers of the existing company set out in the memorandum or articles of association as amended is a restriction on the activities that the incorporated association may carry on, and (

d) that the memberships of the incorporated association and the rights, privileges, restrictions and conditions attached to each class of membership are those set out in the memorandum and articles of association of the existing company as amended.

(3) Where the articles of an incorporated association referred to in subsection (1) do not contain a provision that is substantially the same as one of the provisions required by

section 5, the articles are deemed to contain the provision referred to in

section 5(a).

(4) Notwithstanding subsection (1), a provision in the memorandum or articles of association of an existing company that contravenes a requirement of this Act or the regulations is invalid to the extent that it contravenes this Act or the regulations. 11(1) Subject to this secrion, on an exisring society becoming regis tered as an incorporated association under this Act by virtue of sec tion 9(1), (

a) the application for incorporation of the existing society as amended is the articles of the incorporated association, and (

b) the by-laws of the existing society as amended are the by laws of the incorporated association.

(2) The articles of an incorporated association referred to in subsec tion (1) shall be deemed to set out (

a) that the name of the existing society is the name of the in corporated association, (

b) that the purpose or purposes for which incorporation of the existing society was desired as set out in the application for in- 11

corporation as amended are the purpose or purposes of the in- corporated association, (

c) that a restriction on the activities of the existing society as set out in the application for incorporation as amended is a restric tion on the activities that the incorporated association may carry on, and (

d) that a statement in the application for incorporation of the existing society as amended designating different classes of mem berships or setting out the characteristics or special rights, privi leges, restrictions or conditions attaching to different classes of memberships is a statement about different classes of member ships of the incorporated association.

(3) Where the articles of an incorporated association referred to in subsection (1) do not contain a provision that is substantially the same as one of the provisions required by

section 5, the articles are deemed to contain the provision referred to in

section 5(a).

(4) Notwithstanding subsection (1), a provision in the apphcation for incorporation or by-laws of an existing society that contravenes a requirement of this Act or the regulations is invalid to the extent that it contravenes this Act or the regulations.

PART 2 NAMES Name 12(1) The name of au incorporated associatiou that requirements (

a) is incorporated, or (

b) changes its name after the coming into force of this Act shall end with the words "Incorporated Association" or the abbreviation "lA", which may be placed in brackets.

(2) An existing body corporate that becomes registered as an incor porated association under this Act by virtue of

section 9(1) may by ordinary resolution add at the end of its name the words "Incorpo rated Association" or the abbreviation "lA", which may be placed in brackets.

(3) Subject to subsections (1) and (2), except where the Registrar specifically authorizes it, the word "Limited", "Limitee", "Incorpo rated'', "Incorporee", or "Corporation" or the abbreviation "Ltd.", "Ltee", "Inc." or "Corp." shall not be included in the name of an incorporated association.

(4) An incorporated association may file a notice in the prescribed form with the Registrar designating an additional form or forms of Its name in accordance with subsection (5).

(5) Subject to subsection (8), the name of the incorporated associa tion or an additional form of its name in a notice filed under subsec tion (4) may be in an English form or a French form or in a combined English and French form, and the incorporated association may use and may be legally designated by any of those forms. 12

(6) Subject to subsection (8), an incorporated association may, out side Canada, use and be legally designated by a name in any language form.

(7) If requested to do so by the incorporators of an incorporated association, or by an incorporated association, the Registrar shall assign to the incorporated association as its name a designated num ber determined by him.

(8) Subject to the circumstances and conditions prescribed by the regulations, an incorporated association shall not have a name (

a) that is prohibited by the regulations or contains a word or expression that is prohibited by the regulations, (

b) that is identical to the name of (

i) a body corporate incorporated under the laws of Alberta, whether in existence or not, (ii) an extra-provincial corporation registered in Alberta, or (iii) a corporation incorporated by or under

an Act of the Parliament of Canada, (

c) that is similar to the name of (

i) a body corporate incorporated under the laws of Alberta, (ii) an extra-provincial corporation registered in Alberta, or (iii) a corporation incorporated by or under

an Act of the Parliament of Canada if the use of that name is confusing or misleading, or (

d) that does not meet the requirements prescribed by the regu lations.

(9) Where a body corporate incorporated under the laws of Alberta gives an undertaking to dissolve or change its name and the under taking is not carried out within the time specified, the Registrar may, by notice in writing giving his reasons, direct the body corporate to change its name to one that he approves within 60 days of the date of the notice. Notice to 13(1) If, through inadvertence or otherwise, an incorporated associ- changenane ation comes into cxistence with, acquires or has a name that con travenes

section 12, the Registrar may, by notice in writing giving his reasons, direct the incorporated association to change its name to one that he approves within 60 days of the date of the notice.

(2) The Registrar may give a notice under subsection (1) on his ovm initiative or at the request of a person who feels aggrieved by the name that contravenes

section 12. Revocation 14 If an incorporated associatiou of name (

a) is directed to change its name under

section 12(9) or 13(1), and 13

Effect of incorporation Capacity of incorporated association (

b) does not appeal the direction of the Registrar within 60 days of the date of the notice, the Registrar may revoke the name of the incorporated association and assign to it a number designated or a name approved by the Registrar and, until changed in accordance with

Part 15, the name of the incorporated association is the number or name so assigned.

PART 3 EFFECT OF INCORPORATION 15(1) An incorporated association comes into existence on the date shown in the certificate of incorporation.

(2) A certificate of incorporation is conclusive proof for the purposes of this Act and for all other purposes (

a) that the provisions of this Act in respect of incorporation and all requirements precedent and incidental to incorporation have been complied with, and (

b) that the incorporated association has been incorporated under this Act as of the date shown in the certificate of incorporation. 16(1) Notwithstanding

section 4(

b) and (c), an incorporated associ ation has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

(2) An incorporated association has the capacity to carry on its ac tivities, conduct its affairs and exercise its powers in any jurisdiction outside Alberta to the extent that the laws of that jurisdiction permit.

(3) An incorporated association shall not (

a) carry on its activities or exercise its powers except for the purposes stated in its articles, (

b) carry on activities or exercise powers that it is restricted by this Act or by its articles from carrying on or exercising, or (

c) exercise any of its powers in a manner contrary to its articles.

(4) No act of an incorporated association, including any transfer of property to or by an incorporated association, is invalid by reason only that the act or transfer is contrary to its articles or this Act. 17 The members of an incorporated association are not, as mem bers, liable for any liability, act or default of the incorporated asso ciation except under sections 23 and 122(4).

PART 4 DISTRIBUTION OF PROPERTY AND INCOME 18 Except as provided in this Part, the property and profits of an incorporated association shall be used to further the activities of the incorporated association. Prohibition 19 An incorporated association shall not (

a) declare a dividend or distribute any of its income to its mem bers during its existence, or Members not liable Use of property 14

Distribution on liquidation (

b) distribute any of its income or property to its members con trary to its articles. 20 Subject to

Part 18, on the liquidation of an incorporated asso ciation the articles of which contain a provision referred to in

section 5(a), the property of the incorporated association shall be distributed (

a) in accordance with its articles, or (

b) if the articles make no provision, to the members of the as sociation in equal shares. 21 Subject to

Part 18, on the liquidation of an incorporated asso ciation the articles of which contain a provision referred to in

section 5(b), the property of the incorporated association shall be distributed in accordance with a provision in the articles that is permitted under

section 6(2)(

b) or (c). Court may give 22 The Court may give directions that any property of the incor- directions poratod associatiou that is not distributed under

section 21 shall be distributed for a purpose which, in the opinion of the Court, is sim ilar to a purpose of the incorporated association stated in its articles. Distribution on liquidation Recovery of property No constructive notice Authority of directors, officers and agents 23 An incorporated association (

a) has a right to recover from a member, director or officer any money or property, or the value of it, that is paid or transferred to the member, director or officer in contravention of this Part, and (

b) may enforce the right by any remedy under law or equity against the member, officer or director, or against the money or property.

PARTS DEALINGS WITH INCORPORATED ASSOCIATION 24 No person is affected by or is deemed to have notice or knowl edge of the contents of a document concerning an incorporated as sociation by reason only that the document has been filed by the Registrar or is available for inspection at an office of the incorporated association. 25 An incorporated association, a guarantor of an obligation of the incorporated association or a person claiming through the incorpo rated association may not assert against a person dealing with the incorporated association or dealing with any person who has ac quired rights from the incorporated association (

a) that the articles or by-laws have not been complied with, (

b) that the persons named in the most recent notice of directors filed by the Registrar under this Act are not the directors of the corporation, (

c) that the place named as the registered office in the most recent notice of registered office filed by the Registrar under this Act is not the registered office of the incorporated association. 15

Corporate seal Registered office, etc. (

d) that the designated address for service by mail in the most recent notice of designated address for service by mail filed by the Registrar under this Act is not the address for service by mail of the corporation, (

e) that a person held out by the incorporated association as a director, an officer or an agent of the incorporated association (

i) has not been duly appointed, or (ii) has no authority to exercise a power or perform a duty that the director, officer or agent might reasonably be ex pected to exercise or perform, (

f) that a document issued by any director, officer or agent of the incorporated association with actual or usual authority to issue the document is not valid or not genuine, or (

g) that financial assistance referred to in

section 78 or a sale, lease or exchange of property referred to in

section 92 was not authorized, unless the person has, or by virtue of his position with or relationship to the incorporated association ought to have, knowledge of those facts at the relevant time. 26(1) An incorporated association may adopt and change a corpo rate seal, which shall contain the name of the incorporated associa tion.

(2) A document executed on behalf of an incorporated association by a director, an officer or an agent of the incorporated association is not invalid only because the corporate seal is not affixed to the document.

(3) A membership card or certificate evidencing membership in an incorporated association may be issued under its corporate seal or a facsimile of the corporate seal.

(4) A document requiring authentication by an incorporated associ ation may be signed by a director or the secretary or other authorized officer of the incorporated association and need not be under its corporate seal.

(5) An incorporated association may adopt for use in any other ju risdiction outside Alberta a facsimile of its corporate seal that com plies with the laws of that jurisdiction.

PART 6 REGISTERED OFFICE, RECORDS AND RETURNS 27(1) An incorporated association (

a) shall have a registered office in Alberta, and (

b) may designate (

i) an address for service by mail, and (ii) a separate records office.

(2) The registered office (

a) is the incorporated association's address for service by mail if there is no designated address for service by mail, and 16

Record keeping Annual return Articles and membership (

b) is the incorporated association's records office if there is no designated records office.

(3) The directors may change the incorporated association's regis tered office and make or change a designation of an address for ser vice by mail or separate records office.

(4) If the incorporated association's registered office, address for ser vice by mail or separate records office is changed, the incorporated association shall, within 15 days, send a notice of the change in the prescribed form to the Registrar. 28(1) An incorporated association shall prepare and maintain at its records office records containing (

a) the articles and by-laws and amendments to them, (

b) minutes of meetings and resolutions of members, (

c) all notices of directors and changes of directors required by this Act to be sent to the Registrar, (

d) a register of members as required by

section 37 of this Act or by

section 46 of the Business Corporations Act, as the case may be, and (

e) the incorporated association's most recent financial state ments.

(2) An incorporated association shall prepare and maintain (

a) adequate accounting records, and (

b) records containing minutes of meetings and resolutions of the directors, including a committee of the directors.

(3) A member of the incorporated association may examine the rec ords described in subsection (1) free of charge.

(4) An incorporated association shall furnish to a member, at his request and on payment of a reasonable fee prescribed by the incor porated association, a copy of any of the records referred to in sub section (1).

(5) A director of the incorporated association may examine the rec ords described in subsections (

I) and (2) free of charge. 29 An incorporated association shall in each year, on or before the prescribed date, send a return to the Registrar in the prescribed form.

PART 7 MEMBERSHIP 30 The articles (

a) shall provide for membership in the incorporated association, (

b) shall provide for at least I class of membership that entitles the members of the class to vote at all meetings of members, and (

c) may provide for more than 1 class of membership, and in that case shall state the rights, privileges, restrictions and condi tions attaching to each class of membership. 17

By-laws and 31(1) The by-laws membership (

a) shall (

i) provide for the method of admission to membership, (ii) provide that a member may not transfer his membership or provide for the method or methods by which a member ship may be transferred and any restrictions on transfer, and (iii) provide for the methods by which memberships are ter minated, and (

b) may provide for the term of a membership.

(2) The by-laws may (

a) confer on the directors or members, or any committee of directors or members, power to terminate a membership for rea sons prescribed by the by-laws, and (

b) prescribe the circumstances under which a membership ter minates or may be terminated.

(3) Except in the case of termination for non-payment of fees, dues or other similar levies and termination due to lapsing of time, a director, member or committee acting under subsection (2)(

a) must observe the rules of natural justice. Consent 32(1) The by-laws may provide that a member of a group or class of persons is, or is entitled to become, a member of the incorporated association.

(2) A member of the group or class referred to in subsection (1) who satisfies the requirements of the by-laws becomes a member of the incorporated association by (

a) attending a meeting of members, or (

b) applying for membership or otherwise informing the incor porated association that he wishes to become a member. 33 A member of an incorporated association, other than an incor porated association with a capital stock divided into shares, may resign membership by notice in writing sent to the incorporated as sociation. of^Busfn^s" ^^ ^^ ^^^ articles so provide, an incorporated association may have conp'oratTJns Act ^ Capital stock divided into shares and in that case the following provisions of the Business Corporations Act apply, notwithstanding anything in this Act: (

a) Part 5, except sections 39, 40 and 41; (

b) Part 6 as it relates to shares; (

c) section 184. mSrshfp ^^^^l ^ incorporated association may issue membership cards or certificates to evidence membership. Resignation of membership 18

Transfer of membership Register of members

(2) There shall be stated legibly on a membership card or certificate issued by an incorporated association that has more than 1 class of membership (

a) the rights, privileges, restrictions and conditions attached to the memberships of each class that exists when the membership card or certificate is issued, or (

b) that the class of membership that it represents has rights, privileges, restrictions or conditions attached to it and that the incorporated association will furnish to a member, on demand and without charge, a full copy of the text of the rights, privileges, restrictions and conditions attached to each class of membership. 36 The interest of a member in an incorporated association is not transferable and ceases to exist when the member dies or ceases to be a member, except in a case where (

a) the articles otherwise provide, or (

b) the incorporated association has a capital stock divided into shares. 37(1) An incorporated association that does not have a capital stock divided into shares shall maintain a register of members entitled to vote that contains (

a) the names and the latest known addresses of each person who is or who, during the previous year, has been a member of the incorporated association, and (

b) the date on which each person referred to in clause (

a) be came and ceased to be a member.

(2) The names in the register shall be alphabetically or otherwise systematically arranged in a manner capable of producing informa tion about all members in intelligible written form in a reasonable time. PARTS BY-LAWS 38 Subject to the articles and this Act, (

a) the affairs of an incorporated association, and (

b) the manner in which the activities of an incorporated asso ciation are carried on, shall be regulated by by-laws. standard by-laws 39(1) The Minister may prescribe by-laws, and those by-laws are, subject to subsection (2), the by-laws of every incorporated associa tion.

(2) The articles and by-laws of an incorporated association, to the extent that they regulate the matters regulated by the prescribed by laws, supersede the prescribed by-laws. Purpose of by-laws 19

(3) Nothing in this

section precludes the adoption of a by-law that relates to affairs or activities of the incorporated association that are not dealt with in the prescribed by-laws. Initial by-laws 40 By-laws signcd by the incorporators of an incorporated associa tion and sent to the Registrar as part of the material for incorporation are the by-laws of the incorporated association until they are repealed or changed under this Part. Special resolution 41(1) The members of an incorporated association may by special resolution adopt, repeal and amend by-laws.

(2) A by-law and the repeal or amendment of a by-law have no effect until notice of it in the prescribed form is sent to the Registrar.

PART 9 APPOINTMENT AND ELECTION OF DIRECTORS Number and qualifications of directors First directors Election of directors 42(1) Subject to subsection (2), an incorporated association shall have 1 director or any greater number that the by-laws require.

(2) A soliciting incorporated association shall have at least 3 direc tors.

(3) A person who is not an individual is not eligible to be a director.

(4) Subject to subsection (3), the by-laws may prescribe qualifica tions and disqualifications for directors. 43 A director named in a notice referred to in

section 3(1 )(

d) is a director of the incorporated association and holds office from the issue of the certificate of incorporation until the first meeting of members. 44(1) The members of an incorporated association shall elect direc tors at the first meeting of members and at every annual meeting at which or at the end of which there is a vacancy in the board of directors.

(2) Directors shall be elected by ordinary resolution or by vote of the members on those nominated.

(3) The term for which a director is elected shall expire no later than the end of the 3rd annual meeting of members following his election.

(4) The members may remove a director at any time by ordinary resolution.

(5) Subject to subsections (1) to (4), by-laws may provide for (

a) the election of directors, including cumulative voting, (

b) the term of office of directors, (

c) the resignation and removal of directors, (

d) the consequences of a failure to elect the requisite number of directors. 20

Irregularities Notice of change of directors Proceedings of directors Directors' duties Resolution instead of meeting (

e) the filling of vacancies in the board between annual meetings, and (

f) the appointment by the directors of additional directors, not exceeding 1/3 of the number of directors who held office at the expiration of the last annual meeting of members, to serve until the next annual meeting of members.

(6) A director who is elected or appointed to fill a vacancy holds office for the unexpired term of his predecessor. 45

An act of a director or officer of an incorporated association is valid notwithstanding an irregularity in his election or appointment or a defect in his qualification. 46(1) Within 15 days after a change is made among the directors, an incorporated association shall send to the Registrar a notice in the prescribed form setting out the change, and the Registrar shall file the notice.

(2) Any interested person or the Registrar may apply to the Court for an order requiring an incorporated association to comply with subsection (1), and the Court may so order and make any further order it thinks fit. 47 The by-laws shall regulate the proceedings of directors.

PART 10 POWERS, DUTIES AND OBLIGATIONS OF DIRECTORS 48(1) Except as otherwise provided in this Act, the articles or the by-laws, the directors shall manage the activities and affairs of an incorporated association.

(2) The by-laws shall authorize the directors to (

a) borrow money, give a guarantee and give security, (

b) adopt forms of corporate documents and corporate records, and (

c) issue membership cards and, if the incorporated association has a capital stock divided into shares, share certificates.

(3) The by-laws shall provide that every director of the incorporated association shall receive notice of and have the right to attend and be heard at every meeting of members. 49(1) Subject to the articles and the by-laws, a resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or a committee of directors, is as valid as if it had been passed at a meeting of directors or a committee of directors.

(2) A resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of directors, and signed by all the directors entitied to vote at that meeting, satisfies all the require ments of this Act relating to meetings of directors. 21

(3) A copy of every resolution referred to in subsection (1) or (2) shall be kept with the minutes of the proceedings of the directors or the committee of directors. Disclosure 50(1) A director or officer of an incorporated association who re contracts (

a) is a party to a material contract or proposed material contract with the incorporated association, or (

b) is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the incorporated association, shall disclose in writing to the incorporated association or request to have entered in the minutes of meetings of directors the nature and extent of his interest.

(2) The disclosure required by subsection (1) shall be made, in the case of a director, (

a) at the meeting at which a proposed contract is first consid ered, (

b) if the director was not interested in a proposed contract at the time of the meeting referred to in clause (a), at the first meet ing after he becomes so interested, (

c) if the director becomes interested after a contract is made, at the first meeting after he becomes so interested, or (

d) if a person who is interested in a contract later becomes a director, at the first meeting after he becomes a director.

(3) Where a proposed contract is dealt with by resolution under sec tion 49 instead of at a meeting, the disclosure that would otherwise be required to be made in accordance with subsection (2)(

a) or (

b) shall be made (

a) forthwith on receipt of the resolution, or (

b) if the director was not interested in the proposed contract at the time of receipt of the resolution, at the first meeting after he becomes so interested.

(4) The disclosure required by subsection (1) shall be made, in the case of an officer who is not a director, (

a) forthwith after he becomes aware that the contract or pro posed contract is to be considered or has been considered at a meeting of directors, (

b) if the officer becomes interested after a contract is made, forthwith after he becomes so interested, or (

c) if a person who is interested in a contract later becomes an officer, forthwith after he becomes an officer.

(5) If a material contract or proposed material contract is one that, in the ordinary course of the incorporated association's business, would not require approval by the directors or members, a director or officer shall disclose in writing to the incorporated association, or 22

request to have entered in the minutes of meetings of directors, the nature and extent of his interest forthwith after the director or officer becomes aware of the contract or proposed contract.

(6) A director referred to in subsection (1) shall not vote on any resolution to approve the contract unless the contract is (

a) an arrangement by way of security for money lent to or ob ligations undertaken by him, or by a body corporate in which he has an interest, for the benefit of the incorporated association or an affiliate, (

b) a contract relating primarily to his remuneration as a direc tor, officer, employee or agent of the incorporated association or an affiliate, (

c) a contract for indemnity or insurance under

section 52, or (

d) a contract with an affiliate.

(7) For the purpose of this section, a general notice to the directors by a director or officer is a sufficient disclosure of interest in relation to any contract made between the incorporated association and a person in which the director has a material interest or of which he is a director or officer if (

a) the notice declares he is a director or officer of, or has a material interest in, the person and is to be regarded as interested in any contract made or to be made by the incorporated associ ation with that person, and states the nature and extent of his interest, (

b) at the time disclosure would otherwise be required under subsection (2), (3), (4) or (5), as the ease may be, the extent of his interest in that person is not greater than that stated in the notice, and (

c) the notice is given within the 12-month period immediately preceding the time at which disclosure would otherwise be re quired under subsection (2), (3), (4) or (5), as the case may be.

(8) If a material contract is made between an incorporated associa tion and 1 or more of its directors or officers, or between an incor porated association and another person of which a director or officer of the incorporated association is a director or officer or in which he has a material interest, (

a) the contract is neither void nor voidable by reason only of that relationship, or by reason only that a director with an inter est in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorized the contract, and (

b) a director or officer or former director or officer of the incor porated association to whom a profit accrues as a result of the making of the contract is not liable to account to the incorporated association for that profit by reason only of holding office as a director or officer 23

if the director or officer disclosed his interest in accordance with subsection (2), (3), (4), (5) or (7), as the case may be, and the contract was approved by the directors or the members and it was reasonable and fair to the incorporated association at the time it was approved. Duty of care 51(1) Evcry dircctor and officer of an incorporated association in exercising his powers and discharging his duties shall (

a) act honestly and in good faith with a view to the best interests of the incorporated association, and (

b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(2) Every director and officer of an incorporated association shall comply with this Act, the regulations, the articles and the by-laws.

(3) No provision in a contract, the articles, the by-laws or a resolu tion relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves him from liability for a breach of that duty.

(4) In a proceeding in which relief is claimed against a director or officer for a breach of a duty under this section, the court in which the proceeding is brought may, if it appears that the director or officer has acted honestly and reasonably and ought fairly to be excused, relieve the director or officer either wholly or partly from liability for the breach.

Indemnification 52(1) Excopt in rcspcct of an action by or on behalf of the incorpo- aJsocSn'^^*^'' rated association to procure a judgment in its favour, an incorporated association may indemnify a director or officer of the incorporated association and his heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of that incorporated association, if (

a) he acted honestly and in good faith with a view to the best interests of the incorporated association, and (

b) in the case of a criminal or administrative action or proceed ing that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

(2) Where an action is brought by or on behalf of an incorporated association to procure a judgment in its favour and a director or officer referred to in subsection (1) is made a party to the action by reason of being or having been a director or officer of the incorpo rated association, the incorporated association may, with the ap proval of the Court, indemnify the director or officer against all costs, charges and expenses reasonably incurred by him in connection with the action if he satisfies the requirements of subsection (1).

(3) Notwithstanding anything in this section, a person referred to in subsection (1) is entitied to indemnity from the incorporated associ ation in respect of all costs, charges and expenses reasonably incurted by him in connection with the defence of any civil, criminal or ad- 24

ministrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the incorpo rated association, if the person seeking indemnity (

a) was substantially successful on the merits in his defence of the action or proceeding, (

b) satisfies the requirements of subsection (1), and (

c) is fairly and reasonably entitled to indemnity.

(4) An incorporated association may purchase and maintain insur ance for the benefit of any person referred to in subsection (1) against any liability incurred by him in his capacity as a director or officer of the incorporated association, except when the liability relates to his failure to act honestly and in good faith with a view to the best interests of the incorporated association.

(5) An incorporated association or a person referred to in subsection (1) may apply to the Court for an order approving an indemnity under this section, and the Court may so order and make any further order it thinks fit.

(6) On an application under subsection (5), the Court may order notice to be given to any interested person and that person is entitled to appear and be heard in person or by counsel.

PART 11 PROCEEDINGS OF MEMBERS By-laws 53(1) Subjcct to this Act, the by-laws shall regulate the proceedings of the members of an incorporated association.

(2) Subject to this Act, the by-laws may provide for (

a) the fixing of a record date to determine the members who are to receive notice of a meeting or any other notice or statement, (

b) notice of meetings, (

c) the time and place of meetings, (

d) waiver of notice of meetings, (

e) the conduct of meetings, including quorum and voting at meetings, and (

f) the manner of bringing resolutions forward. Place of meetings 54 Meetings of the members of an incorporated association shall be held at the place provided in the by-laws or, in the absence of such a provision, at the place that the directors determine and, unless the by-laws otherwise provide or all the members entitled to vote at the meeting so agree, shall be held in Alberta. Directors to call meetings 55(1) The directors of an incorporated association (

a) shall call an annual meeting of members to be held not later than 18 months after (

i) the date of its incorporation, or 25

(ii) the date of its certificate of amalgamation, in the case of an amalgamated incorporated association, and subsequently not later than 15 months after holding the last preceding annual meeting, and (

b) may at any time call a special meeting of members.

(2) For the purposes of subsection (l)(a), the date this Act comes into force is deemed to be the date of incorporation in the case of an incorporated association referred to in

section 9(1).

(3) Notwithstanding subsection (1), an incorporated association may apply to the Court for an order extending the time in which an annual meeting may be held.

(4) If, on an application under subsection (3), the Court is satisfied that it is in the best interests of the incorporated association, the Court may extend the time in which an annual meeting may be held, in any manner and on any terms it thinks fit. Notice of 56(1) Except as provided in subsection (2), notice of a meeting of meetings mcmbcrs shall state (

a) the general nature of the business to be transacted, and (

b) the text of any special resolution to be submitted to the meet ing.

(2) Notice of an annual meeting of members need not mention that any of the following business will be transacted: (

a) the consideration of the financial statements and auditor's report, if any; (

b) the election of directors; (

c) the reappointment of the incumbent auditor, if any.

(3) Notice of the time and place of a meeting of the members shall be given or sent to each member entitled to vote at the meeting (

a) at least 21 days before the meeting, in the case of an annual meeting or a meeting at which a special resolution will be sub mitted to the meeting, or (

b) at least 7 days before the meeting in any other case.

(4) The text of a special resolution may be amended at a meeting of members if the amendments correct manifest errors or are not ma terial. Proposals 57 A member entitied to vote at an annual meeting of members may (

a) submit to the incorporated association notice of any matter that he proposes to raise at the meeting, and (

b) require that the matter be included in the notice of meeting next sent by the incorporated association as business to be trans acted at that meeting. 26

Quorum Voting Ballot vote Resolution instead of meeting Meeting on requisition of members 58(1) Unless the by-laws otherwise provide, a quorum of members is present at a meeting of members if the holder or holders of a majority of the memberships entitled to vote at the meeting are present in person or, if the by-laws so provide, represented by proxy.

(2) If a quorum is present at the opening of a meeting of members, the members present may, unless the by-laws otherwise provide, pro ceed with the business of the meeting, notwithstanding that a quorum is not present throughout the meeting.

(3) If a quorum is not present at the opening of a meeting of mem bers, the members present may adjourn the meeting to a fixed time and place but may not transact any other business at the meeting.

(4) If an incorporated association has only 1 member, or only 1 member of a class, the member present in person or, if the by-laws so provide, by proxy, constitutes a meeting. 59(1) Unless the articles otherwise provide, each member of an in corporated association is entitled to 1 vote at a meeting of members.

(2) Subject to subsection (3), and except as provided in the by-laws, a member shall vote in person and not by proxy.

(3) If a body corporate or association is a member of an incorporated association, the incorporated association shall recognize any individ ual authorized by a resolution of the directors or governing body of the body corporate or association to represent it at meetings of mem bers of the incorporated association.

(4) An individual authorized under subsection (3) may exercise on behalf of the body corporate or association he represents all the pow ers it could exercise if it were a member who was an individual. 60 A member or proxy holder entitled to vote at a meeting may demand a ballot on any vote and, in a case where a vote by show of hands is taken, may do so before or on the declaration of the result of the vote by show of hands. 61(1) A resolution in writing signed by all the members entitled to vote on that resolution is as valid as if it had been passed at a meeting of the members.

(2) A resolution in writing dealing with all matters required by this Act to be dealt with at a meeting of members, and signed by all the members entitled to vote at that meeting, satisfies all the require ments of this Act relating to meetings of members.

(3) An incorporated association shall keep a copy of every resolution referred to in subsection (1) or (2) with the minutes of the meetings of members. 62(1) A member or members of the incorporated association entitled to cast not less than 5% of the votes at a meeting sought to be held may requisition the directors to call a meeting of members for the purposes stated in the requisition.

(2) The requisition referted to in subsection (1) may consist of sev eral documents in similar form, each signed by 1 or more members. 27

Meeting called by Court and shall state the business to be transacted at the meeting, and shall be sent to each director and to the registered office of the incorpo rated association.

(3) On receiving the requisition referred to in subsection (1), the directors shall call a meeting of members to transact the business unless the directors have already called a meeting and given notice under

section 56.

(4) If the directors do not call a meeting within 21 days after receiv ing the requisition referted to in subsection (1), any member who signed the requisition may call the meeting.

(5) A meeting called under this

section shall be called as neariy as possible to the manner in which meetings are to be called pursuant to the by-laws and this Part.

(6) Unless the members otherwise resolve at a meeting called under subsection (4), the incorporated association shall reimburse the members for the expenses reasonably incurred by them in requisi tioning, calling and holding the meeting. 63(1) The Court, on the application of a director or a member en titled to vote at a meeting of members, may order the meeting to be called, held and conducted in the manner the Court directs if the Court (

a) is satisfied that it is impracticable to call the meeting in the manner in which meetings of those members may be called, or to conduct the meeting in the manner prescribed by the by-laws and this Act, or (

b) considers it appropriate to so order for any other reason.

(2) Without restricting the generality of subsection (1), the Court may order that the quorum required by the by-laws or this Act be varied or dispensed with at a meeting called, held and conducted pursuant to this section.

(3) A meeting called, held and conducted pursuant to this

section is for all purposes a meeting of members of the incorporated associa tion duly called, held and conducted.

PART 12 DISPUTED ELECTIONS ?r appott'mem " ^^(^) ^ incorporated association or a member or director may apply to the Court to determine any controversy with respect to an election or appointment of a director or auditor of the incorporated associa tion.

(2) On an application under this

section the Court may make any order it thinks fit including, without limitation, any 1 or more of the loUowing: (

a) an order restraining a director or auditor whose election or appointment is challenged from acting pending determination of the controversy; 28

(

b) an order declaring the result of the disputed election or ap pointment; (

c) an order requiring a new election or appointment, and in cluding in the order directions for the management of the activ ities and affairs of the incorporated association until a new elec tion is held or appointment made; (

d) an order determining the voting rights of members and of persons claiming to be members.

PART 13 FINANCIAL AFFAIRS Annual financial 65(1) The dircctors of an incorporated association shall place before statements ^j^g mcmbcrs of the incorporated association at every annual meeting (

a) financial statements relating to the last financial period com pleted by the incorporated association, (

b) if the last financial period ended more than 6 months before the annual meeting, additional financial statements relating to a period beginning immediately after the end of the last financial period and ending on a date not earlier than 6 months before the annual meeting, (

c) the report of the auditor if an auditor has been appointed, and (

d) any further information respecting the financial position of the incorporated association and the results of its operations re quired by the articles or the by-laws.

(2) If the incorporated association has not completed a financial pe riod, the financial statements required by subsection (1) shall relate to a period beginning on the date the incorporated association came into existence and ending on a date not eariier than 6 months before the annual meeting.

(3) The financial statements referred to in subsection (1) shall in clude (

a) a statement of the remuneration, if any, paid to each director and officer, and (

b) a statement of the aggregate remuneration, if any, paid to the employees.

(4) The financial statements of a soliciting incorporated association shall include comparative financial statements for the immediately preceding completed financial period.

(5) The comparative financial statements required under subsection (4) may be omitted if the reason for the omission is set out in the financial statements, or in a note to them, to be placed before the members at the annual meeting.

(6) Financial statements required by this

section shall be in the pre scribed form. 29

Copies to members Copies to Registrar When auditor not required 66(1) A soliciting incorporated association shall, not less than 21 days before the annual meeting of members or before the signing of a resolution in lieu of the annual meeting, send a copy of the docu ments referred to in

section 65 to each member of the incorporated association.

(2) An incorporated association need not send a copy of the docu ments to a member of the incorporated association under subsection (l)if (

a) the articles or by-laws so provide and the incorporated asso ciation (

i) sends a notice to each member not less than 21 days be fore the annual meeting before which the documents will be laid, or (ii) publishes a notice at least once a week for 2 consecutive weeks next preceding the annual meeting that the documents are available to be examined at the records office of the incorporated association during the business hours of the incorporated association by any member of the incorpo rated association, or (

b) the member informs the incorporated association that he does not want to receive the documents. 67 A prescribed soliciting incorporated association shall file the documents referred to in

section 65 with the Registrar within 15 days after the annual meeting. 68(1) Subject to subsection (2), the members of an incorporated as sociation may (

a) instead of appointing an auditor, appoint a member of the association or other person who is independent of the directors and officers of the incorporated association and is not a person described in

section 69(2)(

b) to (

i) review the financial statements of the association, and (ii) report on the financial statements to the annual meeting, or (

b) resolve not to appoint an auditor. (2) Subsection (1) does not apply to a prescribed soliciting incorpo rated association.

(3) A resolution under subsection (1) is valid only until the next follovring annual meeting of members.

(4) A person appointed under subsection (l)(

a) has all the rights, powers and immunities of an auditor appointed under this Part.

(5) The members may by ordinary resolution at a special meeting remove a person appointed under subsection (l)(a). 30

Qualifications of auditor Appointment ofauditor Term of office and removal 69(1) Subject to subsection (5), a person may not be an auditor of an incorporated association unless he is independent of the incor porated association and its affiliates and the directors and officers of the incorporated association and its affiliates.

(2) For the purposes of this section, (

a) independence is a question of fact, and (

b) a person is deemed not to be independent if he or his business partner (

i) is a business partner, a director, an officer or an employee of the incorporated association or any of its affiliates, or a business partner of any director, officer or employee of the incorporated association or any of its affiliates, or (ii) has been a receiver, receiver-manager, liquidator or trustee in bankruptcy of the incorporated association or any of its affiliates within 2 years of his proposed appointment as aud itor of the incorporated association.

(3) An auditor who becomes disqualified under this

section shall, subject to subsection (5), resign forthwith after becoming aware of his disqualification.

(4) An interested person may apply to the Court for an order declar ing an auditor to be disqualified under this

section and the office of auditor to be vacant.

(5) An interested person may apply to the Court for an order ex empting an auditor from disqualification under this

section and the Court may, if it is satisfied that an exemption would not unfairly prejudice the members, make an exemption order on any terms it thinks fit, which order may have retrospective effect. 70(1) The directors may appoint an auditor to hold office until the first meeting of members, and an auditor so appointed is eligible for reappointment by the members under subsection (2).

(2) Subject to

section 68, the members of an incorporated associa tion shall, by ordinary resolution at the first annual meeting of mem bers and at each succeeding annual meeting, appoint an auditor to hold office until the close of the next annual meeting.

(3) Notwithstanding subsection (2), if an auditor is not appointed at a meeting of members, the incumbent auditor continues in office until his successor is appointed.

(4) The remuneration of an auditor may be fixed by ordinary reso lution of the members or, if not so fixed, may be fixed by the direc tors. 71(1) An auditor of an incorporated association ceases to hold office when he (

a) dies or resigns, or (

b) is removed pursuant to subsection (3). 31

Filling vacancies

(2) A resignation of an auditor becomes effective at the time a writ ten resignation is sent to the incorporated association or at the time specified in the resignation, whichever is later.

(3) The members of an incorporated association may by ordinary resolution at a special meeting remove from office the auditor, other than an auditor appointed by the Court under

section 73.

(4) A vacancy created by the removal of an auditor may be filled at the meeting at which the auditor is removed or, if not so filled, may be filled under

section 72. 72(1) Subject to subsection (3) and

section 68, the directors shall forthwith fill a vacancy in the office of auditor.

(2) If there is not a quorum of directors, the directors then in office shall, within 21 days after a vacancy in the office ofauditor occurs, call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors, any member may call the meeting.

(3) The articles of an incorporated association may provide that a vacancy in the office of auditor shall only be filled by vote of the members.

(4) An auditor appointed to fill a vacancy holds office for the unex pired term of his predecessor. 73(1) If an incorporated association does not have an auditor, the Court may, on the application of a member, appoint and fix the remuneration of an auditor, who shall hold office until an auditor is appointed by the members. (2) Subsection (1) does not apply if the members have resolved under

section 68(1) not to appoint an auditor. Rights and duties 74(1) The auditor of an incorporated association is entitled to ofauditor (

a) receive notice of every meeting of members, (

b) attend and be heard at every meeting on matters relating to his duties as auditor, and (

c) submit to the incorporated association and have read at the next meeting a written statement on matters relating to his duties as auditor.

(2) If a director or member of an incorporated association, whether or not the member is entitled to vote at the meeting, gives written notice to the auditor or a former auditor of the incorporated associ ation not less than 10 days before a meeting of members, the auditor or former auditor shall attend the meeting at the expense of the incorporated association and answer questions relating to his duties as auditor.

(3) A director or member who sends a notice referred to in subsec tion (2) shall concurrentiy send a copy of the notice to the incorpo rated association. Court may appoint auditor 32

(4) On the application of an incorporated association or its auditor, the Court may (

a) exempt the auditor from attending any or all meetings of the incorporated association, and (

b) exempt the incorporated association from paying the ex penses of an auditor for attending a meeting in respect of which his attendance has been exempted.

(5) An auditor who (

a) resigns, (

b) receives a notice or otherwise learns of a meeting of directors or members called for the purpose of removing him from office, (

c) receives a notice or otherwise learns of a meeting of directors or members at which another person is to be appointed to fill the office of auditor, whether because of resignation or removal of the incumbent auditor or because his term of office has expired or is about to expire, or (

d) receives a notice or otherwise learns of a meeting of members at which a resolution referred to in

section 68 is to be proposed, is entitied to submit to the incorporated association a written state ment giving the reasons for his resignation or the reasons why he opposes any proposed action or resolution.

(6) The incorporated association shall forthwith send to every mem ber entitled to receive notice of any meeting referred to in subsection (1) a copy of the statement referred to in subsection (5).

(7) No person shall accept an appointment as, or consent to be ap pointed as, auditor of an incorporated association if he is replacing an auditor who has resigned or been removed or whose term of office has expired or is about to expire until he has requested and received from that auditor a written statement of the circumstances and the reasons why, in that auditor's opinion, he is to be replaced.

(8) Notwithstanding subsection (7), a person who is otherwise qual ified may accept an appointment or consent to be appointed as aud itor of an incorporated association if he does not receive a reply to a request under subsection (7) within 15 days. Auditors duty 75(1) Except as is otherwise provided in the regulations, an auditor to examine ^^ ^^ incorporated association shall make the examination that is in his opinion necessary to enable him to report in the prescribed man ner on the financial statements required by this Act to be placed before the members, except those financial statements or parts ot those statements that relate to the eariier of the 2 financial years referred to in

section 65(4).

(2) Notwithstanding

section 76, an auditor of an incorporated asso ciation may reasonably rely on the report of an auditor of a body corporate or an unincorporated business the accounts of which are included in whole or in

part in the financial statements of the incor porated association. 33

Auditor's right to information Qualified privilege Prohibited financial assistance

(3) For the purpose of subsection (2), reasonableness is a question of fact. (4) Subsection (2) applies whether or not the financial statements of the holding incorporated association reported on by the auditor are in consolidated form. 76(1) On the demand of the auditor of an incorporated association, the present or former directors, officers, employees and agents of the incorporated association and the former auditors of the incorporated association shall provide (

a) information and explanations, and (

b) access to records, documents, books, accounts and vouchers of the incorporated association or any of its subsidiaries that are, in the opinion of the auditor, necessary to enable him to make the examination and report required under

section 75 and that the directors, officers, employees, agents or former auditors are rea sonably able to furnish.

(2) On the demand of the auditor of an incorporated association, the directors of the incorporated association shall (

a) to the extent they are reasonably able to do so, obtain from the present or former directors, officers, employees, agents or auditors of any subsidiary of the incorporated association the information and explanations that the present or former direc tors, officers, employees, agents or auditors are reasonably able to furnish and that are, in the opinion of the incorporated asso ciation's auditor, necessary to enable him to make the examina tion and report required under

section 75, and (

b) furnish the information and explanations so obtained to the incorporated association's auditor. 77 Any oral or written statement or report made under this Act by the auditor or a former auditor of an incorporated association has qualified privilege. 78(1) Except as permitted under subsection (2), an incorporated as sociation shall not, directly or indirectiy, give financial assistance by means of a donation, loan, guarantee or otherwise (

a) to a member or director of the incorporated association or of an affiliated incorporated association, (

b) to an associate of a member or director of (

i) the incorporated association, or (ii) an affiliated incorporated association, or (

c) to any person for the purpose of or in connection with a purchase of a membership in the incorporated association, 34

if there are reasonable grounds for believing that (

d) the incorporated association is, or after giving the financial assistance would be, unable to pay its liabilities as they become due, or (

e) the realizable value of the incorporated association's assets, excluding the amount of any financial assistance in the form of a donation or loan or in the form of assets pledged or encumbered to secure a guarantee, after giving the financial assistance, would be less than the aggregate of the incorporated association's liabil ities and stated capital of all classes, where applicable.

(2) An incorporated association may give financial assistance by means of a donation, loan, guarantee or otherwise (

a) pursuant to the articles and in the ordinary course of carrying out the purposes stated in the articles, (

b) to a member if the member is a body corporate with similar purposes and the financial assistance is given pursuant to the articles and as part of an arrangement entered into to further a purpose of the incorporated association giving the assistance, or (

c) on account of expenditures incurred or to be incurred on behalf of the incorporated association.

(3) A contract made by an incorporated association in contravention of this

section may be enforced by the incorporated association or by a lender for value in good faith without notice of the contraven tion.

(4) Unless disclosure is otherwise made by an incorporated associa tion, a financial statement referred to in this Part shall contain the following information with respect to each case in which financial assistance is given by the incorporated association by way of dona tion, loan, guarantee or otherwise, whether in contravention of this

section or not, to any of the persons referred to in subsection (1), if the financial assistance was given during the financial year or period to which the statement relates or remains outstanding at the end of that financial year or period: (

a) the identity of the person to whom the financial assistance was given; (

b) the nature of the financial assistance given; (

c) the amount of the financial assistance initially given and the amount, if any, outstanding.

PART 14 DEBT SECURITIES Application 79 The following provisions of the Business Corporations Act apply coSonsAct to an incorporated association and to debt securities issued by an incorporated association: (

a) Part 6 as it relates to debt securities; (

b) Part 7; (

c) Part 8. 35

Amendment of articles Class votes

PART 15 FUNDAMENTAL CHANGES 80(1) Subject to this

section and

section 12(2), an incorporated as sociation may amend its articles by special resolution.

(2) Subject to

section 6(2), if the articles of an incorporated associa tion contain a provision referred to in

section 5(b), the incorporated association shall not thereafter amend its articles to amend, repeal or replace that provision.

(3) An incorporated association may not change its name in contra vention of

Part 2.

(4) A prescribed soliciting incorporated association may not amend its articles to add, change or remove (

a) a purpose for which the incorporated association is incorpo rated, or (

b) a restriction on the activities that the incorporated associa tion may carry on, without leave of the Court. 81(1) The holders of a class of membership are entitled to vote sep arately as a class on a proposal to amend the articles (

a) to change the number of (

i) memberships of that class, or (ii) memberships of a class having rights or privileges equal or superior to the rights or privileges attaching to member ships of that class, Articles of amendment or (

b) to otherwise effect a change in the relative rights and privi leges attaching to memberships of that class as opposed to mem berships of another class. (2) Subsection (1) applies whether or not memberships of a class otherwise carry the right to vote.

(3) A proposed amendment to the articles referred to in subsection (1) is adopted when the holders of the memberships of each class entitied to vote separately on the amendment as a class approve the amendment by a special resolution. 82(1) After an amendment is adopted under this Part, the incorpo rated association shall send articles of amendment in the prescribed form to the Registrar.

(2) If an amendment is to change the name of an incorporated as sociation, the incorporated association shall send documents relating to corporate names that are prescribed by the regulations to the Reg istrar unless he provides otherwise.

(3) On receipt of articles of amendment, the Registrar shall issue a certificate of amendment. 36

Effect of amendment Restatement of articles Amalgamation Amalgamation agreement 83(1) An amendment becomes effective on the date shown in the certificate of amendment, and the articles are amended accordingly.

(2) No amendment to the articles affects an existing cause of action or claim or liability to prosecution in favour of or against the incor porated association or any of its directors or officers, or any civil, criminal or administrative action or proceeding to which an incor porated association or any of its directors or officers is a party. 84(1) An incorporated association may at any time, and shall when reasonably directed by the Registrar, restate by special resolution the articles of incorporation as amended.

(2) The incorporated association shall send restated articles of incor poration in the prescribed form to the Registrar.

(3) On receipt of restated articles of incorporation, the Registrar shall issue a certificate of registration of restated articles.

(4) Restated articles of incorporation are effective on the date shown in the certificate of registration of restated articles and supersede the original articles of incorporation and all amendments to them. 85(1) Subject to subsection (2), 2 or more incorporated associations may amalgamate and continue as 1 incorporated association.

(2) An incorporated association whose articles contain a provision referred to in

section 5(

a) may not amalgamate with an incorporated association whose articles contain a provision referred to in

section 5(b). 86(1) Each incorporated association proposing to amalgamate shall enter into an agreement setting out the terms and means of effecting the amalgamation and, in particular, setting out (

a) the provisions that are required to be included in articles of incorporation under

section 4, (

b) the name and address of each proposed director of the amal gamated incorporated association, (

c) the manner in which the memberships of each amalgamating incorporated association are to be converted into memberships or debt securities of the amalgamated incorporated association, (

d) whether the by-laws of the amalgamated incorporated asso ciation are to be those of one of the amalgamating incorporated associations and, if not, a copy of the proposed by-laws, and (

e) details of any arrangements necessary to perfect the amalgam ation and to provide for the subsequent management and oper ation of the amalgamated incorporated association.

(2) If 1 or more of the amalgamating incorporated associations has a capital stock divided into shares, the agreement referred to in sub section (1) shall also set out (

a) the manner in which the shares are to be converted into shares or other memberships in the amalgamated incorporated associa tion, and 37

Adoption of agreement Articles of amalgamation (

b) the manner of the payment of money instead of the issue of fractional shares of the amalgamated incorporated association. 87(1) The directors of each amalgamating incorporated association shall submit the amalgamation agreement for approval to a meeting of the members of the amalgamating incorporated association of which they are directors and, subject to subsection (4), to the holders of each class of those memberships.

(2) A notice of a meeting of members complying with the by-laws and

section 56 shall be sent to each member of each amalgamating incorporated association and shall (

a) include or be accompanied by a copy or

summary of the amalgamation agreement, and (

b) if the incorporated association has a capital stock divided into shares, state that a dissenting shareholder is entitled to be paid the fair value of his shares in accordance with

section 184 of the Business Corporations Act, but failure to make that state ment does not invalidate an amalgamation.

(3) Each membership of an amalgamating incorporated association carries the right to vote in respect of an amalgamation whether or not it otherwise carries the right to vote.

(4) The holders of memberships of a class of membership of an amalgamated incorporated association are entitled to vote separately as a class in respect of an amalgamation if the amalgamation agree ment contains a provision that, if contained in a proposed amend ment to the articles, would entitle those holders to vote as a class under

section 81.

(5) Subject to subsection (4), an amalgamation agreement is adopted when the members of each amalgamating incorporated association have approved of the amalgamation by special resolution.

(6) An amalgamation agreement may provide that at any time before the issue of a certificate of amalgamation the agreement may be terminated by the directors of an amalgamating incorporated asso ciation, notwithstanding approval of the agreement by the members of all or any of the amalgamating incorporated associations. 88(1) Subject to

section 87(6), after an amalgamation agreement has been adopted under

section 87, articles of amalgamation in the pre scribed form shall be sent to the Registrar together with the docu ments required by

section 3(l)(

c) and (

d) and, if the name of the amalgamated incorporated association is not the same as that of one of the amalgamating incorporated associations, documents relating to corporate names prescribed by the regulations.

(2) The articles of amalgamation shall have attached to them the amalgamation agreement and a statutory declaration of a proposed director of the amalgamated incorporated association that establishes to the satisfaction of the Registrar that (

a) there are reasonable grounds for believing that (

i) the amalgamated incorporated association will be able to pay its liabilities as they become due, and 38

(ii) the realizable value of the amalgamated incorporated as sociation's assets will not be less than the aggregate of its liabilities and stated capital of all classes, where applicable, and (

b) there are reasonable grounds for believing that (

i) no creditor will be prejudiced by the amalgamation, or (ii) adequate notice has been given to all known creditors of the amalgamating incorporated associations and no creditor objects to the amalgamation otherwise than on grounds that are frivolous or vexatious.

(3) For the purposes of subsection (2), adequate notice is given if (

a) a notice of the proposed amalgamation in writing is sent to each known creditor having a claim against the incorporated as sociation that exceeds $1000, (

b) a notice of the proposed amalgamation is published once in a newspaper pubHshed or distributed in the place where the in corporated association has its registered office and reasonable no tice of the proposed amalgamation is given in each province in Canada where the incorporated association carries on activities, and (

c) each notice states that the incorporated association intends to amalgamate with 1 or more specified incorporated associations in accordance with this Act unless a creditor of the incorporated association objects to the amalgamation within 30 days from the date of the notice.

(4) On receipt of articles of amalgamation and the other documents required by subsections (1) and (2), and on receipt of the prescribed fees, the Registrar shall issue a certificate of amalgamation. Effect of 89 On the date shown in a certificate of amalgamation amalgamation (

a) the amalgamation of the amalgamating incorporated associ ations and their continuance as 1 incorporated association be comes effective, (

b) the property of each amalgamating incorporated association continues to be the property of the amalgamated incorporated association, (

c) the amalgamated incorporated association continues to be li able for the obligations of each amalgamating incorporated as sociation, (

d) an existing cause of action, claim or liability to prosecution is unaffected, (

e) a civil, criminal or administrative action or proceeding pend ing by or against an amalgamating incorporated association may be continued to be prosecuted by or against the amalgamated incorporated association, 39

(

f) a conviction against, or ruling, order or judgment in favour of or against, an amalgamating incorporated association may be enforced by or against the amalgamated incorporated association, and (

g) the articles of amalgamation are deemed to be the articles of incorporation of the amalgamated incorporated association and the certificate of amalgamation is deemed to be the certificate of incorporation of the amalgamated incorporated association. Continuance 90(1) An cxtra-proviucial non-profit corporation may, if so author- mto Alberta -^^^ ^^ ^^^ |^^g ^j- ^^^ jurisdiction whcrc it is incorporated, apply to the Registrar for a certificate of continuance.

(2) The provisions of the articles of continuance of an extra-prov incial non-profit corporation may, without so stating, vary from the provisions of the extra-provincial non-profit corporation's act of in corporation, articles, letters patent or memorandum or articles of association if the variation is one which an incorporated association incorporated under this Act could effect by way of amendment to its articles.

(3) Articles of continuance in the prescribed form shall be sent to the Registrar together with (

a) documents relating to the corporate name that are prescribed by the regulations, (

b) a notice of registered office and a notice of designated address for service by mail and separate records office, if any, and (

c) a notice of directors in the prescribed form.

(4) On receipt of articles of continuance and the documents referred to in subsection (3), the Registrar shall issue a certificate of continu ance.

(5) On the date shown in the certificate of continuance (

a) the extra-provincial non-profit corporation becomes an in corporated association to which this Act applies as if it had been incorporated under this Act, (

b) the articles of continuance are deemed to be the articles of incorporation of the incorporated association, and (

c) the certificate of continuance is deemed to be the certificate of incorporation of the incorporated association.

(6) The Registrar shall forthwith send a copy of the certificate of continuance to the appropriate official or public body in the jurisdic tion in which continuance under this Act was authorized.

(7) When an extra-provincial non-profit corporation is continued as an incorporated association under this Act, (

a) the property of the extra-provincial non-profit corporation continues to be the property of the incorporated association, ^^) the incorporated association continues to be liable for the obligations of the extra-provincial non-profit corporation, 40

(

c) an existing cause of action, claim or liability to prosecution is unaffected by the continuance, (

d) a civil, criminal or administrative action or proceeding pend ing by or against the extra-provincial non-profit corporation may be continued to be prosecuted by or against the incorporated association, and (

e) a conviction against, or ruling, order or judgment in favour of or against, the extra-provincial non-profit corporation may be enforced by or against the incorporated association. Continuance out 91(1) Subjcct to subscctiou (9), an incorporated association mav, if ofAlberta v /> ^ j, (

a) it is authorized by the members in accordance with this sec tion, and (

b) the Registrar approves the proposed continuance in another jurisdiction on being satisfied that the continuance will not ad versely aflfect creditors or members of the incorporated associa tion, apply to the appropriate official or public body of another jurisdic tion requesting that the incorporated association be continued as if it had been incorporated under the laws of that other jurisdiction.

(2) The incorporated association shall send to each member a notice of a meeting of members in accordance with

section 56.

(3) Each membership in the incorporated association carries the right to vote in respect of a continuance whether or not it otherwise carries the right to vote.

(4) An application for continuance becomes authorized when the members voting on it approve of the continuance by a special reso lution.

(5) The directors of an incorporated association may, if authorized by the members at the time of approving an application for contin uance under this section, abandon the application without further approval of the members.

(6) On receipt of notice satisfactory to him that the incorporated association has been continued under the laws of another jurisdic tion, and on giving his approval under subsection (1), the Registrar shall file the notice and issue a certificate of discontinuance.

(7) Section 150 applies with the necessary changes to the notice filed under subsection (6) as though the notice were articles that conform to law.

(8) On the date shown in the certificate of discontinuance, the incor porated association becomes an extra-provincial body corporate as if it had been incorporated under the laws of the other jurisdiction.

(9) An incorporated association shall not be continued as a body corporate under the laws of another jurisdiction unless those laws provide in effect that (

a) the property of the incorporated association continues to be the property of the body corporate, 41

(

b) the body corporate continues to be liable for the obligations of the incorporated association, (

c) an existing cause of action, claim or liability to prosecution is unaffected by the continuance, (

d) a civil, criminal or administrative action or proceeding pend ing by or against the incorporated association may be continued to be prosecuted by or against the body corporate, and (

e) a conviction against, or ruling, order or judgment in favour of or against, the incorporated association may be enforced by or against the body corporate. Extraordinary 92(1) A salc, Icasc or cxchangc of all or substantially all the property exdiangf ""^ of an incorporated association requires the approval of the members in accordance with this section.

(2) The incorporated association shall send to each member a notice of meeting of members in accordance with

section 56, and the notice shall include or be accompanied by a copy or

summary of the agree ment of sale, lease or exchange.

(3) At the meeting referred to in subsection (2) the members may authorize the sale, lease or exchange and may fix, or authorize the directors to fix, any of its terms and conditions.

(4) Each membership in the corporation carries the right to vote in respect of a sale, lease or exchange referred to in subsection (1), whether or not it otherwise carries the right to vote.

(5) The holders of a class of memberships of the corporation are entitled to vote separately as a class in respect of a sale, lease or exchange referred to in subsection (1) only if that class is affected by the sale, lease or exchange in a manner different from the member ships of another class.

(6) A sale, lease or exchange referred to in subsection (1) is adopted when the holders of each class entitled to vote on it approve of the sale, lease or exchange by a special resolution.

(7) The directors of an incorporated association may, if authorized by the members approving a proposed sale, lease or exchange, and subject to the rights of third parties, abandon the sale, lease or ex change without further approval of the members.

PART 16 BRANCHES 93(1) An incorporated association may (

a) establish a branch or branches of the incorporated association, (

b) provide for membership of a branch, (

c) delegate to the members of a branch power to manage the branch and to appoint officers, (

d) delegate to a branch powers and responsibilities with respect to the carrying on of the incorporated association's activities or part of them. Branches 42

(

e) revoke a power or responsibility delegated under clause (

c) or (d), and (

f) terminate the existence of a branch.

(2) A branch established under this

section is not a separate legal entity.

PART 17 INVESTIGATION Court may order 94(1) An application may be made to the Court ex parte or on any investigation ^^^^^^ ^j^g Q^^^ rcquirCS (

a) by a member of an incorporated association, (

b) by a person who has been a member of the incorporated association within the year preceding the date of the application, or (

c) by the Registrar, in the case of an incorporated association the articles of which contain a provision referred to in

section 5(b), for an order under subsection (3) in respect of the incorporated as sociation and any of its affiliates.

(2) Notwithstanding subsection (1), an applicant under subsection (l)(

a) or (

b) shall give reasonable notice of the application to the Registrar, and the Registrar is entitled to appear and be heard in person or by counsel.

(3) If, on an application under subsection (1), it appears to the Court that there are sufficient grounds to conduct an investigation to deter mine whether (

a) the activities of the incorporated association or any of its affiliates are being or have been carried on with intent to defraud any person, (

b) the activities or affairs of the incorporated association or any of its affiliates are being or have been carried on or conducted, or the powers of the directors are being or have been exercised, in a manner that is oppressive or unfairly prejudicial to, or that unfairiy disregards the interests of, a member, (

c) the incorporated association or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be liquidated for a fraudulent or unlawful purpose, (

d) persons have acted fraudulently or dishonestiy in connection with the formation, activities or affairs of the incorporated asso ciation or any of its affiliates, or 43

(

e) the incorporated association has acted (

i) for a purpose other than the purpose or purposes, or (ii) in contravention of a restriction set out in its articles, the Court may order an investigation to be made of the incorporated association and any of its affiliates.

(4) An apphcant under this

section is not required to give security for costs.

(5) The Court may order an application under this

section to be heard in private. Non-publication 95(1) No pcrsou shall publish anything relating to proceedings under this Part except with the authorization of the Court or the written consent of the incorporated association being investigated.

(2) Documents in the possession of the Court relating to an appH cation under this Part are confidential unless the Court otherwise orders. (3) Subsections (1) and (2) do not apply to an order of the Court under this Part. Scope of order 96 An ordcr under

section 94(3) may include any or all of the fol lowing: (

a) an order appointing an inspector, fixing the remuneration of an inspector or replacing an inspector; (

b) an order determining the notice to be given to any interested person or dispensing with notice to any person; (

c) an order authorizing an inspector to enter any premises in which the Court is satisfied there might be information that is relevant to the subject matter of the investigation, and to exam ine any thing and make copies of any document or record found on the premises; (

d) an order requiring any person to produce documents or rec ords to the inspector; (

e) an order authorizing an inspector to conduct a hearing, ad minister oaths and examine any person on oath, and prescribing rules for the conduct of the hearing; (

f) an order requiring any person to attend a hearing conducted by an inspector and to give evidence on oath; (

g) an order giving directions to an inspector or any interested person on any maUer arising in the investigation; (

h) an order requiring an inspector to make an interim or final report to the Court; (

i) an order determining whether a report of an inspector should be published and, if so, designating the persons to whom all or part of the report should be sent; 44

Costs of application Co-operation with other officials Hearings Witnesses Statements privileged Solicitor-client privilege Copy of report Report as evidence (

j) an order requiring an inspector to discontinue an investiga tion; (

k) an order requiring any person other than the incorporated association to pay all or part of the costs of the investigation; (1) any other order respecting the investigation that the Court considers to be appropriate. 97 Unless the Court otherwise orders, the incorporated association shall pay the costs of the investigation. 98 Any interested person may apply to the Court for directions in respect of any matter arising in the investigation, and on the appli cation the Court may give directions and make any further order it thinks fit. 99( him 1) An inspector has the powers set out in the order appointing 1.

(2) In addition to the powers set out in the order appointing him, an inspector may furnish information to, or exchange information and otherwise co-operate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is inves tigating, in respect of the incorporated association, any allegation of improper conduct that is the same as or similar to the conduct de scribed in

section 94(3).

(3) An inspector shall on request produce to an interested person a copy of any order made under

section 94(3). 100(1) The Court may order that a hearing conducted by an inspec tor be heard in private.

(2) An individual who is being examined at a hearing conducted by an inspector has a right to be represented by counsel during the examination. 101 A person shall not be excused from attending and giving evi dence and producing books, papers, documents or records to an in spector under this Part on the grounds that the evidence, books, papers, documents or records may tend to incriminate him or subject him to any proceeding or penalty, but no evidence given shall be used or received against him in any proceedings thereafter instituted against him under any Act of Alberta. 102 An oral or written statement or report made by an inspector or any other person in an investigation has absolute privilege. 103 Nothing in this Part affects the privilege that exists in respect of a solicitor and his client. 104 Unless the Court otherwise orders, an inspector shall send a copy of his report to the incorporated association. 105 A copy of the report of an inspector, certified as a true copy by the inspector, is admissible as evidence of the facts stated in it with out proof of the inspector's appointment or of his signature. 45

Staying proceedings

PART 18 LIQUIDATION AND DISSOLUTION 106 Any proceedings taken under this Part to dissolve or to liqui date and dissolve an incorporated association shall be stayed if the incorporated association is at any time found to be insolvent within the meaning of the Bankruptcy Act (Canada). Dissolution by 107(1) Au incorporated association that has not issued any mem- memtere""^ bcrships and that has no property and no Habilities may be dissolved at any time by resolution of all the directors.

(2) An incorporated association that has no property and no liabili ties may be dissolved by special resolution of the members or, if it has issued more than 1 class of memberships, by special resolution of the members of each class, whether or not they are otherwise entitled to vote.

(3) An incorporated association that has property or liabilities may be dissolved by special resolution of the members or, if it has issued more than 1 class of memberships, by special resolution of the mem bers of each class, whether or not they are otherwise entitled to vote, if (

a) by the special resolution the members authorize the directors to cause the incorporated association to distribute all property and discharge all liabilities, and (

b) the incorporated association has distributed all property and discharged all liabilities before it sends articles of dissolution to the Registrar pursuant to subsection (4).

(4) The incorporated association shall send articles of dissolution in the prescribed form to the Registrar.

(5) On receipt of articles of dissolution, the Registrar shall issue a certificate of dissolution.

(6) The incorporated association ceases to exist on the date shown in the certificate of dissolution. Proposal for dissolution 108(1) The directors may propose, or a member who is entitied to vote at an annual meeting of members may, in accordance with sec tion 57, make a proposal, for the voluntary liquidation and dissolu tion of an incorporated association.

(2) Notice of any meeting of members at which voluntary liquida tion and dissolution is to be proposed shall set out the terms of the liquidation and dissolution.

(3) An incorporated association may liquidate and dissolve by spe cial resolution of the members or, if the incorporated association has issued more than 1 class of memberships, by special resolution of the holders of each class, whether or not they are otherwise entitled to vote.

(4) The incorporated association shall send a statement of intent to dissolve m the prescribed form to the Registrar. 46

(5) On receipt of a statement of intent to dissolve, the Registrar shall issue a certificate of intent to dissolve.

(6) On the issuance of a certificate of intent to dissolve, the incor porated association shall cease to carry on activities except to the extent necessary for the liquidation, but its corporate existence con tinues until the Registrar issues a certificate of dissolution.

(7) After the issuance of a certificate of intent to dissolve, the incor porated association shall (

a) immediately cause notice of the issuance of the certificate to be sent or delivered to each known creditor of the incorporated association, (

b) forthwith pubHsh notice of the issuance of the certificate (

i) in The Alberta Gazette, and (ii) once in a newspaper published or distributed in the place where the incorporated association has its registered office, and take reasonable steps to give notice of the issuance of the certificate in every jurisdiction where the incorporated associa tion was carrying on activities at the time it sent the statement of intent to dissolve to the Registrar, (

c) proceed to collect its property, to dispose of property that is not to be distributed in kind to its members, to discharge all its obligations and to do all other acts required to liquidate its activ ities, and (

d) after giving the notice required under clauses (

a) and (

b) and adequately providing for the payment or discharge of all its ob ligations, distribute its remaining property, either in money or in kind in accordance with

Part 4.

(8) The Registrar or any interested person may, at any time during the liquidation of an incorporated association, apply to the Court for an order that the liquidation be continued under the supervision of the Court as provided in this Part, and on the application the Court may so order and make any further order it thinks fit.

(9) An applicant under subsection (8) shall give the Registrar notice of the application, and the Registrar is entitled to appear and be heard in person or by counsel.

(10) An application under subsection (8) shall state the reasons, ver ified by an affidavit of the applicant, why the Court should supervise the liquidation and dissolution.

(11) If the Court makes an order applied for under subsection (8), the liquidation and dissolution of the incorporated association shall continue under the supervision of the Court in accordance with this Act.

(12) At any time after the issue of a certificate of intent to dissolve and before the issue of a certificate of dissolution, the incorporated association may revoke the certificate of intent to dissolve 47

(

a) by sending to the Registrar a statement of revocation of intent to dissolve in the prescribed form and approved in the same manner as the resolution under subsection (3), and (

b) by publishing the statement in The Alberta Gazette.

(13) On receipt of a statement of revocation of intent to dissolve, the Registrar shall issue a certificate of revocation of intent to dis solve.

(14) The revocation is effective on the date shown in the certificate of revocation of intent to dissolve and the incorporated association may continue to carry on its activities.

(15) If a certificate of intent to dissolve has not been revoked and the incorporated association has complied with subsection (7), the incorporated association shall prepare articles of dissolution in the prescribed form and send them to the Registrar.

(16) If a certificate of intent to dissolve has not been revoked and the incorporated association has complied with subsection (7)(

a) and (

b) but is unable to comply with subsection (7)(

c) and (

d) because it has no assets with which to provide for the payment or discharge of its remaining obligations, the incorporated association may prepare articles of dissolution in prescribed form and send them to the Reg istrar, together with a statutory declaration of a director of the incor porated association that establishes to the satisfaction of the Regis trar (

a) that the incorporated association has no assets, and (

b) that, during the 13 months preceding the date of the statutory declaration, the incorporated association has not (

i) distributed any of its property to its members, or (ii) conferred a benefit on any of the directors by way of remuneration or bonuses or other special payments that is in excess of an amount that fairly represents reasonable remu neration for services performed for the incorporated associa tion by the director.

(17) On receipt of the articles of dissolution under subsection (15) or the articles of dissolution and statutory declaration under subsection (16), the Registrar shall issue a certificate of dissolution.

(18) The incorporated association ceases to exist on the date shown in the certificate of dissolution. KRe'lsirar ''^^(O If su incorporated associatiou (

a) has not commenced carrying on activities within 3 years after the date shown in its certificate of incorporation, (

b) has not carried on its activities for 3 consecutive years, or (

c) is in default for a period of 2 years in sending to the Registrar any notice or document required by this Act, 48

the Registrar may (

d) dissolve the incorporated association by issuing a certificate of dissolution under this section, or (

e) apply to the Court for an order dissolving the incorporated association.

(2) The 3-year period referred to in subsection (l)(

a) and (

b) includes time elapsed prior to the coming into force of this Act in the case of an incorporated association referred to in

section 9.

(3) The Registrar shall not dissolve an incorporated association under this

section until he has (

a) given 120 days' notice of his decision to dissolve the incor porated association to the incorporated association and to each director of the incorporated association shown on the last notice of directors filed with him under this Act, the Companies Act or the Societies Act, as the case may be, and (

b) published notice of his decision to dissolve the incorporated association in The Alberta Gazette.

(4) Unless cause to the contrary has been shown or an order has been made by the Court under

section 134, the Registrar may, after expiry of the period referred to in subsection (3), issue a certificate of dissolution.

(5) The incorporated association ceases to exist on the date shown in the certificate of dissolution. 110(1) The Registrar or any interested person may apply to the Court for an order dissolving an incorporated association if the incorpo rated association has (

a) failed for 2 or more consecutive years to comply with the requirements of this Act with respect to the holding of annual meetings of members, (

b) contravened

section 16(3), 29 or 67, or (

c) procured any certificate under this Act by misrepresentation.

(2) An applicant under this section, other than the Registrar, shall give the Registrar notice of the application, and the Registrar is en titled to appear and be heard in person or by counsel. Dissolution by 111(1) The Court may on the application of a member order the mhTrgr'oundl liquidation and dissolution of an incorporated association or any of its affiliated incorporated associations (

a) if the Court is satisfied that in respect of an incorporated association or any of its affiliates (

i) any act or omission of the incorporated association or any of its affiliates effects a result, (ii) the affairs of the incorporated association or any of its affiliates are being or have been carried on or conducted in a manner, or Dissolution by court order 49

(iii) the powers of the directors of the incorporated associa tion or any of its affiliates are being or have been exercised in a manner that is oppressive or unfairly prejudicial to or that unfairly dis regards the interests of any member, creditor, director or officer, or (

b) if the Court is satisfied that it is just and equitable that the incorporated association should be liquidated and dissolved.

(2) The Registrar may apply under subsection (1) in the case of an incorporated association the articles of which contain a provision referred to in

section 5(b).

(3) Section 129 applies to an application under this section.

(4) An application under this

section shall state the reasons, verified by an affidavit of the applicant, why the incorporated association should be liquidated and dissolved.

(5) On an application under this section, the Court may make an order requiring the incorporated association and any person having an interest in the incorporated association or a claim against it to show cause, at a time and place specified in the order but not less than 4 weeks after the date of the order, why the incorporated asso ciation should not be liquidated and dissolved.

(6) A copy of an order made under subsection (5) shall be (

a) published as directed in the order, at least once in each week before the time appointed for the hearing, in a newspaper pub lished or distributed in the place where the incorporated associ ation has its registered office, and (

b) served on the Registrar and each person named in the order.

(7) On an application under this section, the Court may order the directors and officers of the incorporated association to furnish to the Court all material information known to or reasonably ascertainable by them, including (

a) financial statements of the incorporated association, (

b) the name and address of each member of the incorporated association, and (

c) the name and address of each creditor or claimant, including any creditor or claimant with unliquidated, future or contingent claims, and any person with whom the incorporated association has a contract.

(8) Publication and service of an order under this

section shall be effected by the incorporated association or by any other person and in any manner the Court may order. Court order 112 Ou au application under

section 109 or 110, the Court may order that the incorporated association be dissolved or that the in corporated association be liquidated and dissolved under the super vision of the Court, and the Court may make any other order it thinks fit. 50

Registrars duty 113(1) On receipt of an order under

section 109, 110, 111 or 112, the Registrar shall, (

a) if the order is to dissolve the incorporated association, issue a certificate of dissolution in the prescribed form, or (

b) if the order is to liquidate and dissolve the incorporated as sociation under the supervision of the Court, issue a certificate of intent to dissolve in the prescribed form and publish notice of the order in The Alberta Gazette.

(2) The incorporated association ceases to exist on the date shown in the certificate of dissolution. Powers of Court 114 The Court may make any order it thinks fit in connection with the dissolution or the liquidation and dissolution of an incorporated association, including, without limitation, any 1 or more of the fol lowing: (

a) an order to liquidate; (

b) an order appointing a liquidator, with or without security, and fixing his remuneration and an order replacing a liquidator; (

c) an order appointing inspectors or referees, specifying their powers and fixing their remuneration, and an order replacing inspectors or referees; (

d) an order determining the notice to be given to any interested person, or dispensing with notice to any person; (

e) an order determining the validity of any claims made against the incorporated association; (

f) an order at any stage of the proceedings restraining the direc tors and officers from (

i) exercising any of their powers, or (ii) collecting or receiving any debt or other property of the incorporated association, or from paying out or transferring any property of the incorporated association, except as per mitted by the Court; (

g) an order determining and enforcing the duty or liability of any director, officer or member (

i) to the incorporated association, or (ii) for an obligation of the incorporated association; (

h) an order approving the payment, satisfaction or compromise of claims against the incorporated association and the retention of assets for that purpose, and determining the adequacy of pro visions for the payment or discharge of obligations of the incor porated association, whether liquidated, unliquidated, future or contingent; (

i) an order disposing of or destroying the documents and records of the incorporated association; 51

Eflfect of court order Vacancy in office of liquidator Duties of liquidator (

j) on the application of a creditor, the inspectors or the liqui dator, an order giving directions on any matter arising in the liquidation; (

k) after notice has been given to all interested parties, an order relieving a liquidator from any omission or default on any terms the Court thinks fit, or confirming any act of the liquidator; (1) subject to

section 119, an order approving any proposed in terim or final distribution in money or in property; (

m) an order disposing of any property belonging to creditors or members who cannot be found; (

n) on the application of any director, officer, member, creditor or the liquidator, (

i) an order staying the liquidation on any terms and condi tions the Court thinks fit, (ii) an order continuing or discontinuing the liquidation pro ceedings, or (iii) an order to the liquidator to restore to the incorporated association all its remaining property; (

o) after the liquidator has rendered his final account to the Court, an order dissolving the incorporated association. 115(1) If the Court makes an order for the liquidation of an incor porated association, the liquidation commences when the order is made.

(2) If the Court makes an order for liquidation of an incorporated association, (

a) the incorporated association continues in existence, but shall cease to carry on its activities, except any activities which are, in the opinion of the liquidator, required for an orderly liquidation, and (

b) the powers of the directors and members cease and vest in the liquidator, except as specifically authorized by the Court.

(3) The liquidator may delegate any of the powers vested in him by subsection (2)(

b) to the directors or members. 116 If an order for t

Document details

Collection	Alberta — Bills
Citation	L21 S2 3101
Type	bill
Volume / chapter	L21 S2 3101
Language	en
Format	json
Source	PROVINCIAL
Identifier	d29b6e2900ccf2ce3cce97a440f8d85d5f022637

Source file is stored in the law ingest library (json).