Originally Posted by
Ìndustry Canada
Requisition of meeting
The directors are responsible for calling annual and special meetings of members, but members who hold at least 5% of the voting rights can require the directors to call a meeting of members (subsection 167(1) of the NFP Act allows the by-laws to stipulate a lower percentage of voting members).
This is called a "requisition." The requisition (which can consist of several documents, each signed by one or more members) must state the business to be transacted at the meeting and must be sent to each director and to the registered office of the corporation.
If the directors fail to call a meeting within 21 days of receiving the requisition, any member who signed the requisition can call a meeting and the corporation must reimburse the member for the cost of doing so.
It should be noted that directors are not obliged to call a meeting if:
the directors have already established a record date for determining members entitled to receive notice of a meeting of members (that is, the directors have already started the process to call a members meeting)
the directors have already called a meeting, or
the business stated in the requisition is improper in that:
it is intended to enforce a personal claim or redress a personal grievance against the corporation, or its directors, officers, members or debt obligation holders
it does not relate in a significant way to the activities or affairs of the corporation
the member failed, not more than two years before the receipt of the proposal, to raise the matter covered by the proposal at a meeting of members
it is substantially the same as a proposal previously submitted to members less than five years ago and it did not receive the minimum required support (refer to the paragraph below) at that meeting, or
the rights to submit proposals are being abused to secure publicity.
Section 68 of the NFP Regulations provides that the prescribed minimum amount of support is:
3% of the total number of memberships voted, if the proposal was raised at one annual meeting of members
6% of the total number of memberships voted at its last submission to members, if the proposal was raised at two annual meetings of members
10% of the total number of memberships voted at its last submission to members, if the proposal was raised at three or more annual meetings of members.