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Thread: List of current CFC voting members?

  1. #1

    Default List of current CFC voting members?

    Where can I find a list of the current CFC Voting Members ("Governors")? The list on the CFC site is over two years old.

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    The short answer is that you can't. Member lists are considered confidential by my reading of the NFP act. We would need to have the written permission of every person whose name was revealed under penalty of prison and significant fines.


    http://laws.justice.gc.ca/Search/Sea...nt3ntTyp3=Acts

    23 (1) A member or a member’s personal representative who wishes to examine the register of members of a corporation shall first make a request to the corporation or its agent or mandatary accompanied by a statutory declaration referred to in subsection (5). Within the prescribed period, the corporation or its agent or mandatary shall allow the applicant access to the register during the corporation’s usual business hours and, on payment of any reasonable fee, provide the applicant with an extract from the register.
    Marginal note:List of members


    (2) Any person described in subsection (1) and debt obligation holders, on payment of any reasonable fee and on sending to a corporation or its agent or mandatary the statutory declaration referred to in subsection (5), may on application require the corporation or its agent or mandatary to furnish within the prescribed period a list of members setting out the prescribed information and updated in accordance with the regulations.
    Marginal note:Limitation


    (3) A person described in subsection (1) may only make an application under subsection (2) once in each calendar year. In addition, an application may be made before each special meeting of members of which the person receives notice.
    Marginal note:Application of debt obligation holder


    (4) A debt obligation holder may make an application to obtain a list of members only after receiving notice of a meeting of members at which the holder has the right to vote.
    (5) The statutory declaration required under subsection (1) or (2) shall
    [...]
    (b) state that the list of members or the information contained in the register of members obtained under subsection (1) will not be used except as permitted under subsection (7) or (8).
    [...]
    Marginal note:Use of information or list by members


    (7) A member or a member’s personal representative who obtains a list of members or information from a register of members under this section shall not use the list or information except in connection with
    (a) an effort to influence the voting of members;
    (b) requisitioning a meeting of members; or
    Marginal note:Use of information or list by debt obligation holders


    (8) A debt obligation holder who obtains a list of members under this section shall not use the list except in connection with an effort to influence the voting of members on any issue that the holder has a right to vote on.


    AND


    Canada Not-for-profit Corporations Act - S.C. 2009, c. 23 (Section 262)
    Marginal note:Offence


    [...]
    Marginal note:Offence — use of information


    (3) A person who uses information obtained from a register of members or debt obligation holders or a list of members or debt obligation holders required under this Act for a purpose other than those specified in sections 22, 23 and 107 without the written permission of the member or debt obligation holder about whom information is being used is guilty of an offence and liable on summary conviction to a fine of not more than $25,000 or to imprisonment for a term of not more than six months or to both.




    Note that sections 22 and 107 deal with creditors. Section 23 is the only one relevant to the current questions about the identity of the voting members.
    Last edited by Vladimir Drkulec; 12-07-2016 at 12:48 AM.

  3. #3
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    Quote Originally Posted by Vladimir Drkulec View Post
    The short answer is that you can't. Member lists are considered confidential by my reading of the NFP act. We would need to have the written permission of every person whose name was revealed under penalty of prison and significant fines.
    While it is confidential to a general public, members (all classes) can ask for the list. As the CFC by-laws are written a class B member is still a member with a right to ask a list (and even more) per the Act.
    http://laws-lois.justice.gc.ca/eng/a...4.html#docCont
    Access to corporate records
    22 (1) A member, a member’s personal representative and a creditor of a corporation may examine and, on payment of any reasonable fee, take extracts from the records referred to in paragraphs 21(1)(a) to (f) during the corporation’s usual business hours.
    From regulations :
    http://laws.justice.gc.ca/eng/regula...age-1.html#h-3
    For the purpose of subsection 21(2) of the Act, the prescribed information for the register of members is

    (a) the name of each member;
    (b) the current residential or business address of each member;
    (c) an email address if the member has consented to receiving information or documents by electronic means;
    (d) for each person named in the register, the date on which that person became a member and, if applicable, the date on which that person ceased to be a member; and
    (e) the class or group of membership of each member, if any.
    Anyone who is eligible to receive a list of members (ordinary members can receive it too) should get this:
    6 For the purposes of subsections 23(2) and 24(2) of the Act, the prescribed information that has to be set out in the list of members is the following information drawn from the register of members:
    (a) the names, in alphabetical order, and addresses of the members; and
    (b) each member’s class or group, if any.
    In terms of addresses - probably those means a normal post and an email.

    Vladimir Drkulec, if you really do not want to provide the list you should use the clause 25(2) than fogging about the section only for Voting members. Probably your decision can be challenged in the court (with little chances that somebody will go that far LOL

    The CFC should ask the permission to send emails when members (including voting members) join the organization.
    .*-1

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    Quote Originally Posted by Egidijus Zeromskis View Post
    While it is confidential to a general public, members (all classes) can ask for the list. As the CFC by-laws are written a class B member is still a member with a right to ask a list (and even more) per the Act.


    From regulations :


    Anyone who is eligible to receive a list of members (ordinary members can receive it too) should get this:


    In terms of addresses - probably those means a normal post and an email.

    Vladimir Drkulec, if you really do not want to provide the list you should use the clause 25(2) than fogging about the section only for Voting members. Probably your decision can be challenged in the court (with little chances that somebody will go that far LOL

    The CFC should ask the permission to send emails when members (including voting members) join the organization.

    Application for authorization — corporation

    • 25 (1) On the application of a corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to refuse, in whole or in part, to allow access to corporate records or to furnish information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.


    Application for direction — member

    (2) On the application of any member, the Director may direct the corporation, on any terms that the Director thinks fit, not to allow, in whole or in part, access to corporate records or not to furnish, in whole or in part, information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.
    Last edited by Vladimir Drkulec; 12-13-2016 at 03:27 PM.

  5. #5

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    Quote Originally Posted by Vladimir Drkulec View Post
    Application for authorization — corporation

    • 25 (1) On the application of a corporation, the Director may authorize the corporation, on any terms that the Director thinks fit, to refuse, in whole or in part, to allow access to corporate records or to furnish information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.


    Application for direction — member

    (2) On the application of any member, the Director may direct the corporation, on any terms that the Director thinks fit, not to allow, in whole or in part, access to corporate records or not to furnish, in whole or in part, information that the corporation is otherwise under this Part obligated to allow or furnish, if the Director reasonably believes that allowing the access or furnishing the information would be detrimental to any member or the corporation.
    The Director with a capital D is named by the minister. Director with a capital D are not corporate directors. What the Director can do is almost irrelevant to the CFC.

    Quote Originally Posted by NFP Law

    Director means an individual appointed under section 281. (directeur)

    director means an individual occupying the position of director by whatever name called. (administrateur)

    Director
    Appointment of Director
    281 The Minister shall appoint a Director and may appoint one or more Deputy Directors to carry out the duties and exercise the powers of the Director under this Act.

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    A member, a member's personal representative, and any creditor of a corporation can examine and take extracts from these records, with the exception of the register of members.

    Corporate records


    • 21(1) A corporation shall prepare and maintain, at its registered office or at any other place in Canada designated by the directors, records containing
      • (a) the articles and the by-laws, and amendments to them, and a copy of any unanimous member agreement;
      • (b) the minutes of meetings of members and any committee of members;
      • (c) the resolutions of members and any committee of members;
      • (d) if any debt obligation is issued by the corporation, a debt obligations register that complies with section 44;
      • (e) a register of directors;
      • (f) a register of officers; and
      • (g) a register of members.



        Access to corporate records
        • 22(1) A member, a member’s personal representative and a creditor of a corporation may examine and, on payment of any reasonable fee, take extracts from the records referred to in paragraphs 21(1)(a) to (f) during the corporation’s usual business hours.


    (g) or member records are not included in items which can be accessed by other members except in certain circumstances which make it clear that only voting members have such access in certain exceptional circumstances. Reading comprehension is our friend in sorting out the rules under the NFP act. It is also helpful to print the entire relevant section of the act when you are making certain extraordinary claims that fly in the face of common sense.
    Last edited by Vladimir Drkulec; 01-02-2017 at 04:16 PM.

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