Bill C-4

INVESTIGATION

242. (1) On the application of a member, a debt obligation holder or the Director, ex parte or on any notice that the court requires, a court having jurisdiction in the place where a corporation has its registered office may direct an investigation to be made of the corporation and any of its affiliated corporations and may

(a) appoint an inspector to conduct the investigation or replace an inspector and fix the remuneration of the inspector or their replacement;

(b) determine the notice to be given to any interested person or, subject to subsection (3), dispense with notice to any person;

(c) subject to section 244, authorize an inspector to enter any place if the court is satisfied that there are reasonable grounds to suspect that there is relevant information in that place and to examine any thing and make copies of any document or record found there;

(d) require any person to produce documents or records to an inspector;

(e) authorize an inspector to conduct a hearing, administer oaths and examine any person on oath, and make rules for the conduct of the hearing;

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

(g) give directions to an inspector or any interested person on any matter arising in the investigation;

(h) require an inspector to make an interim or final report to the court;

(i) determine whether a report of an inspector should be published and, if so, order the Director to publish the report in whole or in part or to send copies to any person whom the court designates;

(j) require an inspector to discontinue an investigation;

(k) require the corporation to pay the costs of the investigation; and

(l) make any other order that it thinks fit.

(2) The court may make an order on an application under subsection (1) only if it appears to the court that

(a) the activities of the corporation or any of its affiliates are or have been carried on with intent to defraud any person;

(b) the activities or affairs of the corporation or any of its affiliates are or have been carried on or conducted, or the powers of the directors are or have been exercised, in a manner that is oppressive or unfairly prejudicial to or that unfairly disregards the interests of a member or debt obligation holder;

(c) the corporation or any of its affiliates was formed for a fraudulent or unlawful purpose or is to be dissolved for a fraudulent or unlawful purpose; or

(d) persons concerned with the formation, activities or affairs of the corporation or any of its affiliates have acted fraudulently or dishonestly.

(3) A member or debt obligation holder who makes an application under subsection (1) shall give the Director reasonable notice of the application and the Director is entitled to appear and be heard in person or by counsel.

(4) An applicant under this section is not required to give security for costs.

(5) An ex parte application under this section shall be heard in camera.

(6) No person shall publish anything relating to ex parte proceedings under this section except with the authorization of the court or the written consent of the corporation being investigated.

243. (1) An inspector under this Part has the powers set out in the order appointing the inspector.

(2) An inspector shall on request produce to an interested person a copy of any order made under subsection 242(1).

244. (1) If the place referred to in paragraph 242(1)(c) is a dwelling, the court shall not make an order under that paragraph unless it is satisfied that

(a) entry to the dwelling is necessary to practically obtain the information; and

(b) entry to the dwelling has been refused or there are reasonable grounds for believing that entry will be refused.

(2) In acting under the authority of an order that authorizes entry to a dwelling, the inspector named in it shall not use force unless the inspector is accompanied by a peace officer and the use of force has been specifically authorized in the order.

245. (1) On the application of an interested person, a court may make an order directing that a hearing conducted by an inspector under this Part be heard in camera or giving directions on any matter arising in the investigation.

(2) A person whose conduct is being investigated or who is being examined at a hearing conducted by an inspector under this Part has a right to be represented by counsel.

246. No person is excused from attending and giving evidence and producing documents and records to an inspector under this Part by reason only that the evidence tends to incriminate that person or subject that person to any proceeding or penalty, but no such evidence shall be used or is receivable against that person in any proceeding instituted against that person under an Act of Parliament, other than a prosecution under section 132 of the Criminal Code for perjury in giving the evidence or a prosecution under section 136 of that Act in respect of the evidence.

247. (1) In addition to the powers set out in the order appointing the inspector, an inspector appointed to investigate a corporation may furnish information to, or exchange information and otherwise cooperate with, any public official in Canada or elsewhere who is authorized to exercise investigatory powers and who is investigating, in respect of the corporation, any allegation of improper conduct that is the same as or similar to the conduct described in subsection 242(2).

(2) An inspector shall not furnish information that was obtained from any person in the course of an investigation under this Part to a public official outside Canada unless the inspector is satisfied that the information will not be used against that person in any proceeding instituted against that person for an offence.

248. (1) Any oral or written statement or report made by an inspector or any other person in an investigation under this Part has absolute privilege.

(2) An inspector shall send to the Director a copy of every report made by the inspector under this Part.

249. Nothing in this Part shall be construed as affecting solicitor-client privilege or, in Quebec, the professional secrecy of advocates and notaries.

PART 16

REMEDIES, OFFENCES AND PUNISHMENT

250. The following definitions apply in this Part.

“action” means an action under this Act.

“complainant” means

(a) a former or present member or debt obligation holder of a corporation or any of its affiliates;

(b) a present or former registered holder or beneficial owner of a share of an affiliate of a corporation;

(c) a former or present director or officer of a corporation or any of its affiliates;

(d) the Director; or

(e) any other person who, in the discretion of a court, is a proper person to make an application under this Part.

251. (1) On the application of a complain- ant, a court may make an order granting the complainant leave to bring an action in the name of and on behalf of a corporation or any of its subsidiaries, or intervene in an action to which such a body corporate is a party, for the purpose of prosecuting, defending or discon- tinuing the action on its behalf.

(2) The court may not make an order under subsection (1) unless the court is satisfied that

(a) the complainant has given notice to the directors of the corporation or its subsidiary of the complainant’s intention to apply to the court under subsection (1) within the prescribed period before bringing the application, or as otherwise ordered by the court, if the directors of the corporation or its subsidiary do not bring the action, prosecute or defend it diligently or discontinue it;

(b) the complainant is acting in good faith; and

(c) it appears to be in the interests of the corporation or its subsidiary that the action be brought, prosecuted, defended or discontinued.

(3) The court may not make an order under subsection (1) if the court is satisfied that

(a) the corporation is a religious corporation;

(b) the decision of the directors referred to in paragraph (2)(a) is based on a tenet of faith held by the members of the corporation; and

(c) it was reasonable to base the decision on a tenet of faith, having regard to the activities of the corporation.

252. In connection with an action brought or intervened in as a result of an application under subsection 251(1), the court may at any time make

(a) an order authorizing the complainant or any other person to control the conduct of the action;

(b) an order giving directions for the conduct of the action;

(c) an order directing that any amount adjudged payable by a defendant in the action shall be paid, in whole or in part, directly to former or present shareholders, members and debt obligation holders of the corporation or its subsidiary instead of to the corporation or its subsidiary;

(d) an order requiring the corporation or its subsidiary to pay reasonable legal costs incurred by the complainant in connection with the action; and

(e) any other order that it thinks fit.

253. (1) On the application of a complain- ant, a court may make an order if it is satisfied that, in respect of a corporation or any of its affiliates, any of the following is oppressive or unfairly prejudicial to or unfairly disregards the interests of any shareholder, creditor, director, officer or member, or causes such a result:

(a) any act or omission of the corporation or any of its affiliates;

(b) the conduct of the activities or affairs of the corporation or any of its affiliates; or

(c) the exercise of the powers of the directors or officers of the corporation or any of its affiliates.

(2) The court may not make an order if the court is satisfied that

(a) the corporation is a religious corporation;

(b) the act or omission, the conduct or the exercise of powers is based on a tenet of faith held by the members of the corporation; and

(c) it was reasonable to base the act or omission, the conduct or the exercise of powers on the tenet of faith, having regard to the activities of the corporation.

(3) The court may make any interim or final order that it thinks fit, including an order

(a) restraining the conduct complained of;

(b) appointing a receiver or receiver-manager;

(c) with respect to a corporation’s affairs, requiring the amendment of the articles or by-laws or the creation or amendment of a unanimous member agreement;

(d) directing an issue or exchange of memberships, debt obligations or securities;

(e) appointing directors in place of or in addition to all or any of the directors then in office;

(f) directing a corporation, subject to subsection (5), or any other person, to purchase the debt obligation of a debt obligation holder;

(g) directing a corporation, subject to subsection (5), or any other person, to pay a member all or part of the amount that the member paid for their membership;

(h) varying, setting aside or annulling a transaction or contract to which a corporation is a party and compensating the corporation or any other party to the transaction or contract;

(i) requiring a corporation, within a time specified by the court, to produce to the court or an interested person financial statements in the form required by section 172 or an accounting in any other form that the court may determine;

(j) compensating an aggrieved person;

(k) directing rectification of the registers or other records of a corporation under section 255;

(l) liquidating and dissolving a corporation;

(m) directing an investigation under Part 15 to be made; and

(n) requiring the trial of any issue.

(4) If an order directs amendment of the articles or by-laws of a corporation,

(a) the directors shall immediately comply with subsection 215(4); and

(b) no other amendment to the articles or by-laws shall be made without the consent of the court, until a court otherwise orders.

(5) A corporation shall not make a payment to a member under paragraph (3)(f) or (g) if there are reasonable grounds for believing that, after that payment,

(a) the corporation is or would be unable to pay its liabilities as they become due; or

(b) the realizable value of the corporation’s assets would be less than the aggregate of its liabilities.

(6) An applicant under this section may apply in the alternative for an order under section 224.

254. (1) An application made or an action brought or intervened in under this Part shall not be stayed or dismissed by reason only that it is shown that an alleged breach of a right or duty owed to the corporation or its subsidiary has been or might be approved by the members of that body corporate, but evidence of approval by the members may be taken into account by the court in making an order under section 224, 252 or 253.

(2) An application made or an action brought or intervened in under this Part shall not be stayed, discontinued, settled or dismissed for want of prosecution or, in Quebec, failure to respect the agreement between the parties as to the conduct of the proceeding without the approval of the court given on any terms that the court thinks fit and, if the court determines that the interests of any complainant may be substantially affected by the stay, discontinuance, settlement, dismissal or failure, the court may order any party to the application or action to give notice to the complainant.

(3) A complainant is not required to give security for costs in any application made or action brought or intervened in under this Part.

(4) In an application made or an action brought or intervened in under this Part, the court may at any time order the corporation or its subsidiary to pay to the complainant interim costs, including legal costs and disbursements, but the complainant may be held accountable for those interim costs on final disposition of the application or action.

255. (1) If the name of a person is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, the registers or other records of a corporation, the corporation, a debt obligation holder, director, officer or member of the corporation or any aggrieved person may apply to a court for an order that the registers or records be rectified.

(2) An applicant under this section shall give the Director notice of the application and the Director is entitled to appear before the court and be heard in person or by counsel.

(3) On an application under this section, the court may make

(a) an order requiring the registers or other records of the corporation to be rectified;

(b) an order restraining the corporation from calling or holding a meeting of members before that rectification;

(c) an order determining the right of a party to the proceedings to have their name entered or retained in, or deleted or omitted from, the registers or records of the corporation;

(d) an order compensating a party who has incurred a loss; and

(e) any other order that it thinks fit.

256. On the application of the Director for directions in respect of any matter concerning the Director’s duties under this Act, a court may give any directions and make any further order that it thinks fit.

257. (1) If the Director refuses to accept any document that takes effect under this Act on its acceptance or on the issuance of a certificate or other document, the Director shall, within the prescribed period, give written notice of the refusal to the person who sent the document, giving reasons.

(2) If the Director does not, within the prescribed period, accept the document, issue the certificate or other document or give the notice of refusal, the Director is deemed for the purposes of section 258 to have refused the document.

258. A court may, on the application of a person aggrieved by any of the following decisions of the Director, make any order that it thinks fit, including an order requiring the Director to change the decision:

(a) to refuse to accept in the form submitted any articles or other document required by this Act to be sent to the Director;

(b) to give a name, to change or revoke a name, or to refuse to reserve, accept, change or revoke a name under section 13;

(c) not to accept a notice of registered office required by section 20;

(d) to refuse to issue a certificate of discontinuance under section 213 or a certificate attesting that as of a certain date a corporation exists under subsection 290(2);

(e) to issue, or to refuse to issue, a certificate of revival under section 219, or to impose terms for revival;

(f) to dissolve a corporation under section 222;

(g) to correct, or to refuse to correct, articles, a certificate or other document under section 288;

(h) to cancel, or to refuse to cancel, the articles and any related certificate under section 289; or

(i) to grant, or to refuse to grant, an application made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271.

259. On the application of a complainant or a creditor of a corporation, a court may make an order directing a corporation or any director, officer, employee, agent or mandatary, public accountant, trustee, receiver, receiver-manager, sequestrator or liquidator of a corporation to comply with this Act, the regulations or the articles, the by-laws or a unanimous member agreement of the corporation or restraining any such person from acting in breach of them and make any further order that it thinks fit.

260. If this Act states that a person may apply to a court, the application may be made in a summary manner following applicable provincial law or as the rules of the court of competent jurisdiction provide, and subject to any order respecting notice to interested parties or costs, or any other order that the court thinks fit.

261. (1) An appeal lies to the court of appeal of a province from any final order made by a court of that province under this Act.

(2) An appeal lies to the court of appeal of a province from any order other than a final order made by a court of that province, only with leave of the court of appeal.

262. (1) Every person who contravenes a provision of this Act, other than paragraph 148(2)(b), or the regulations is guilty of an offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

(2) A person who makes, or assists in making, a false or misleading statement in a document required under this Act or the regulations to be sent to the Director or to any other person is guilty of an offence and liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both.

(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.

(4) If a body corporate commits an offence under this section, any director or officer of the body corporate who authorized, permitted or acquiesced in the commission of the offence is a party to and guilty of the offence and is liable on summary conviction to a fine of not more than $5,000 or to imprisonment for a term of not more than six months or to both, whether or not the body corporate has been prosecuted or convicted.

(5) No person shall be convicted of an offence under this section if the person establishes that they exercised due diligence to prevent the commission of the offence.

(6) Section 126 of the Criminal Code does not apply in respect of the obligation under paragraph 148(2)(b).

263. (1) Where a person is guilty of an offence under this Act or the regulations, any court in which proceedings in respect of the offence are taken may, in addition to any punishment it may impose, order that person to comply with the provisions of this Act or the regulations for the contravention of which the person has been convicted.

(2) A prosecution for an offence under this Act may be instituted at any time within but not later than two years after the time when the subject matter of the complaint arose.

(3) No civil remedy for an act or omission is suspended or affected by reason that the act or omission is an offence under this Act.

PART 17

DOCUMENTS IN ELECTRONIC OR OTHER FORM

264. The following definitions apply in this Part.

“electronic document” means, except in section 269, any form of representation of information or of concepts fixed in any medium in or by electronic, optical or other similar means and that can be read or perceived by a person or by any means.

“information system” means a system used to generate, send, receive, store or otherwise process an electronic document.

265. This Part does not apply to information, including information in a notice or other document, sent to or issued by the Director under this Act or prescribed for the purposes of this section.

266. (1) Nothing in this Act or the regulations requires a person to create or provide an electronic document.

(2) Despite anything in this Part, a requirement under this Act or the regulations to provide a person with information, including information in a notice or other document, is not satisfied by the provision of an electronic document unless

(a) the addressee has consented, in the manner prescribed, and has designated an information system for the receipt of the electronic document; and

(b) either the electronic document is provided to the designated information system or any other prescribed action is taken.

(3) An addressee may revoke the consent referred to in paragraph (2)(a) in the manner prescribed.

267. A requirement under this Act or the regulations that information, including information in a notice or other document, be created or provided is satisfied by the creation or provision of an electronic document if

(a) the by-laws or the articles of the corporation do not otherwise provide; and

(b) the regulations, if any, have been complied with.

268. (1) A requirement under this Act or the regulations that information, including information in a notice or other document, be created in writing is satisfied by the creation of an electronic document if, in addition to the conditions set out in section 267,

(a) the information in the electronic document is accessible so as to be usable for subsequent reference; and

(b) the regulations pertaining to this subsection, if any, have been complied with.

(2) A requirement under this Act or the regulations that information, including information in a notice or other document, be provided in writing is satisfied by the provision of an electronic document if, in addition to the conditions set out in section 267,

(a) the information in the electronic document is accessible by the addressee and capable of being retained by the addressee, so as to be usable for subsequent reference; and

(b) the regulations pertaining to this subsection, if any, have been complied with.

(3) A requirement under this Act or the regulations for one or more copies of a document to be provided to a single addressee at the same time is satisfied by the provision of a single version of an electronic document.

(4) A requirement under this Act or the regulations to provide a document by registered mail cannot be satisfied by means of an electronic document unless the regulations so prescribe and, in such case, only in accordance with the prescribed requirements.

269. (1) A statutory declaration or an affidavit required under this Act or the regulations may be created or provided in an electronic document if

(a) the person who makes the statutory declaration or affidavit signs it with his or her secure electronic signature;

(b) the authorized person before whom the statutory declaration or affidavit is made signs it with his or her secure electronic signature; and

(c) the requirements of sections 266 to 268 are complied with.

(2) For the purposes of this section, “elec- tronic document” and “secure electronic signature” have the same meaning as in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

(3) For the purpose of complying with paragraph (1)(c), the references to an “electronic document” in sections 266 to 268 are to be read as references to an electronic document as defined in subsection 31(1) of the Personal Information Protection and Electronic Documents Act.

270. Except with respect to a statutory declaration or an affidavit, a requirement under this Act or the regulations for a signature or for a document to be executed is satisfied in relation to an electronic document if the prescribed requirements, if any, pertaining to this section are met and if the signature results from the application by a person of a technology or a process that permits the following to be proven:

(a) the signature resulting from the use by the person of the technology or process is unique to the person;

(b) the technology or process is used by the person to incorporate, attach or associate the person’s signature to the electronic document; and

(c) the technology or process can be used to identify its user.

271. On application of the corporation, the Director may, on any terms that the Director thinks fit, relieve — including retroactively — a corporation from complying with any requirements of this Part if the Director reasonably believes that the members will not be prejudiced by the dispensation.

PART 18

GENERAL

Notice, Certificates and Other Documents

272. (1) A notice or other document required by this Act, the regulations, the articles or the by-laws to be sent to a member or director of a corporation may be sent by prepaid mail addressed to, or may be delivered personally to,

(a) the member at the member’s latest address as shown in the records of the corporation; and

(b) the director at the director’s latest address as shown in the records of the corporation or in the last notice that was sent by the corporation in accordance with section 128 or 134 and received by the Director.

(2) A director whose name appears on the last notice that was sent by a corporation in accordance with section 128 or 134 and received by the Director is presumed for the purposes of this Act to be a director of the corporation.

(3) A notice or other document sent in accordance with subsection (1) to a member or director of a corporation is deemed to be received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the member or director did not receive the notice or document at that time or at all.

(4) If on two consecutive occasions a notice or other document sent to a member in accordance with subsection (1) is returned because the member cannot be found, the corporation is not required to send any further notices or documents to the member until the member informs the corporation in writing of the member’s new address.

273. A notice or other document required to be sent to or served on a corporation may be sent by registered mail to the registered office of the corporation shown in the last accepted notice under section 20 and, if so sent, is deemed to be received or served at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the corporation did not receive the notice or document at that time or at all.

274. Where a notice or other document is required by this Act or the regulations to be sent, the sending of the notice or document may be waived or the time for the notice or document may be waived or abridged at any time with the consent in writing of the person entitled to the notice or document.

275. (1) A certificate issued on behalf of a corporation stating any fact that is set out in the articles, the by-laws, a unanimous member agreement, the minutes of the meetings of the directors, a committee of directors or the members, or in a trust indenture or other contract to which the corporation is a party, may be signed by a director or an officer of the corporation.

(2) In the absence of evidence to the contrary, the following documents, when introduced as evidence in any civil, criminal or administrative action or proceeding, are proof of their contents:

(a) a certificate referred to in subsection (1);

(b) a document certified to be a true extract from the corporation’s register of directors, officers, members and debt obligation holders; and

(c) a document certified to be a true copy of minutes, or of an extract from minutes, of a meeting of members or directors or a committee of directors of the corporation.

(3) A document that appears to be a certificate, certified extract or certified copy referred to in subsection (2) is presumed, in the absence of evidence to the contrary, to be authentic.

(4) An entry of a person’s name in a register of members or debt obligation holders of a corporation, or an entry in a debt obligation certificate issued by a corporation, is, in the absence of evidence to the contrary, proof that the person holds the membership or debt obligation described in the register or in the certificate.

276. (1) In this section, “statement” means a statement of intent to dissolve, or a statement of revocation of intent to dissolve, referred to in section 221.

(2) If this Act requires that articles or a statement relating to a corporation be sent to the Director, on receiving the articles or statement in the form that the Director fixes, any other required documents and the required fees, the Director shall

(a) record the date of receipt;

(b) issue the appropriate certificate;

(c) send the certificate, or a copy, image or photographic, electronic or other reproduction of the certificate, to the corporation or its agent or mandatary; and

(d) publish a notice of the issuance of the certificate in a publication generally available to the public.

(3) A certificate referred to in subsection (2) issued by the Director may be dated as of the day the Director receives the articles, statement or court order under which the certificate is issued or as of any later day specified by the court or person who signed the articles or statement.

(4) Despite subsection (3), a certificate of discontinuance may be dated as of the day on which the corporation amalgamates, or is continued, under another Act.

(5) The Director may refuse to issue the certificate if a notice that is required by section 20 or 128 or subsection 134(1) indicates that the corporation, after the issuance of the certificate, would not be in compliance with this Act.

277. (1) A signature required on a certificate issued by the Director under this Act may be printed or otherwise mechanically reproduced on the certificate.

(2) Any articles, notice, resolution, requisition, statement or other document required or permitted to be executed or signed by more than one individual for the purposes of this Act may be executed or signed in several documents of similar form, each of which is executed or signed by one or more of the individuals. The documents, when duly executed or signed by all individuals required or permitted, as the case may be, to do so, are deemed to constitute one document for the purposes of this Act.

278. Every corporation shall send to the Director an annual return in the form and within the period that the Director fixes.

279. (1) A person who has paid the required fee is entitled during usual business hours to examine and make copies of or take extracts from a document required by this Act or the regulations to be sent to the Director, except

(a) extracts obtained under subsection 24(1);

(b) a members or debt obligation holders list obtained under subsection 24(2);

(c) a copy of the documents obtained under section 177; and

(d) a report obtained under subsection 248(2).

(2) The Director shall, on request, furnish any person with a copy, extract, certified copy or certified extract of a document that may be examined under subsection (1).

280. A fee in respect of the receipt or copying of any document shall be paid to the Director on the reception or copying, and a fee in respect of the acceptance, examination or issuance of any document or in respect of any action that the Director is required or authorized to take under this Act shall be paid to the Director before the acceptance, examination or issuance or the taking of the action.

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.

282. The Director may establish the requirements for the content and fix the form, including electronic or other forms, of notices and other documents sent to or issued by the Director under this Act, including

(a) the notices and documents that may be transmitted in electronic or other form;

(b) the persons or classes of persons who may sign or transmit the notices and documents;

(c) their signature in electronic or other form, or the actions that are to have the same effect for the purposes of this Act as their signature;

(d) the time and circumstances when elec- tronic notices and documents are to be considered to be sent or received, and the place where they are considered to have been sent or received; and

(e) any matter necessary for the purposes of the application of this section.

283. (1) Documents received and accepted by the Director under this Act shall be kept by the Director in any form.

(2) If documents are kept by the Director otherwise than in written form,

(a) the Director shall furnish any copy required to be furnished under subsection 279(2) in intelligible form; and

(b) a report respecting those documents, if it is certified by the Director, is admissible in evidence to the same extent as the original documents would have been.

(3) After the expiry of the prescribed period, the Director is not required to keep or produce a document other than

(a) a document referred to in section 128, 134 or 153;

(b) a certificate and attached articles or statement received under section 276; and

(c) the most recent notice of registered office, if no notice under section 20 has been received during the prescribed period.

284. (1) The Director may require that a document required by this Act or the regulations to be sent to the Director or a fact stated in such a document be verified in accordance with subsection (2).

(2) A document or fact required by the Director or by this Act to be verified may be verified by affidavit or by statutory declaration under the Canada Evidence Act before any commissioner for oaths or for taking affidavits.

285. The Director may relieve a person or class of persons, on any conditions that the Director considers appropriate, from sending to the Director any notice or other document or class of notice or document required under this Act to be so sent if the Director is satisfied that

(a) information similar to what would be contained in the notice or other document or class of notice or document is contained in a document or a class of documents that is required to be made public under any other Act of Parliament or any Act of the legislature of a province; and

(b) doing so would be in conformity with any prescribed requirements.

286. (1) The Director shall sign any certificate or certification of fact that the Director is, under this Act, required or authorized to issue.

(2) Except in a proceeding under section 223, a certificate issued by the Director under this Act or a copy of a document certified by the Director to be a true copy is conclusive proof in any civil, criminal or administrative action or proceeding of its contents.

(3) A certification of fact by the Director is, in the absence of evidence to the contrary, proof in any civil, criminal or administrative action or proceeding of its contents.

(4) A document that appears to be a certificate or certified copy referred to in subsection (2) or a certification of fact referred to in subsection (3) is presumed, in the absence of evidence to the contrary, to be authentic.

287. The Director may alter a notice or other document, other than an affidavit or statutory declaration, if authorized by the person who sent the document or by that person’s represent- ative.

288. (1) If there is an error in the articles, a certificate or other document except one required by section 20 or 128, subsection 134(1) or section 278, the directors or members of the corporation shall, on the request of the Director, pass the resolutions and send to the Director the documents required to comply with this Act and take any other steps that the Director reasonably requires so that the Director can correct the document.

(2) Before proceeding under subsection (1), the Director shall be satisfied that the correction would not prejudice any of the members or creditors of the corporation.

(3) The Director may, at the request of the corporation or of any other interested person, correct any of the documents referred to in subsection (1) if

(a) the correction is approved by the directors of the corporation, or the error is obvious on the face of the document or was made by the Director; and

(b) the Director is satisfied that the correction would not prejudice any of the members or creditors of the corporation and that it reflects the original intention of the corporation or the incorporators.

(4) On the application of the Director, the corporation or any other interested person, a court may

(a) order the correction of any of the documents referred to in subsection (1);

(b) determine the rights of members or creditors of the corporation; and

(c) make any other order that the court thinks fit.

(5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

(6) The Director may demand the surrender of the original document and may issue a corrected certificate.

(7) A corrected document shall bear the date of the document it replaces unless

(a) the correction is made with respect to the date of the document, in which case the document shall bear the corrected date; or

(b) a court decides otherwise.

(8) If a corrected certificate materially amends the terms of the original certificate, the Director shall without delay publish notice of the correction in a publication generally available to the public.

289. (1) In the prescribed circumstances, the Director may cancel the articles and any related certificate of a corporation.

(2) Before proceeding under subsection (1), the Director shall be satisfied that the cancellation would not prejudice any of the members or creditors of the corporation.

(3) In the prescribed circumstances, the Director may, at the request of a corporation or of any other interested person, cancel the articles and any related certificate of the corporation if

(a) the cancellation is approved by the directors of the corporation; and

(b) the Director is satisfied that the cancellation would not prejudice any of the members or creditors of the corporation and that the cancellation reflects the original intention of the corporation or the incorporators.

(4) On the application of the Director, the corporation or any other interested person, a court may

(a) order the cancellation of the articles of a corporation and any related certificate;

(b) determine the rights of members or creditors of the corporation; and

(c) make any other order that the court thinks fit.

(5) An applicant under subsection (4) other than the Director shall give the Director notice of the application, and the Director is entitled to appear and to be heard in person or by counsel.

(6) The Director may demand the surrender of a cancelled certificate.

290. (1) The Director may provide any person with a certificate stating that a corporation

(a) has sent to the Director a document required to be sent under this Act;

(b) has paid all required fees; or

(c) exists as of a certain date.

(2) For greater certainty, the Director may refuse to issue a certificate described in paragraph (1)(c) if the Director has knowledge that the corporation is in default of sending a document required to be sent under this Act or of paying a required fee.

291. Information or notices that the Director is required by this Act to publish in a publication generally available to the public may be made available to the public or published by any system of electronic data processing or other information storage device that is capable of reproducing any required information or notice in intelligible form within a reasonable time.

292. The Director may make inquiries of any person relating to compliance with this Act.

Regulations

293. (1) The Governor in Council may make regulations

(a) prescribing any matter required or authorized by this Act to be prescribed;

(b) defining, enlarging or restricting the meaning of any word or expression used but not defined in this Act;

(c) requiring the payment of a fee in respect of the receipt, acceptance, examination, issuance or copying of any document, or in respect of any action that the Director is required or authorized to take under this Act, and prescribing the amount of the fee or the manner of determining the fee;

(d) respecting the payment of fees, including the time when and the manner in which the fees are to be paid, the additional fees that may be charged for the late payment of fees and the circumstances in which any fees previously paid may be refunded in whole or in part;

(e) prescribing, for the purposes of paragraph 163(6)(e), the minimum amount of support required in relation to the number of times that a substantially similar proposal was submitted to members within the prescribed period;

(f) respecting applications made under subsection 2(6), 25(1) or (2), 104(3), 160(2), 162(5) or 171(2) or section 173, 190 or 271 including prescribing the form and manner of, and time for, making the applications, the information and evidence to be submitted in connection with the applications, the procedure to be followed in the consideration of the applications, the factors to be taken into account in their consideration and, if applicable, any conditions that may or must form part of decisions on the applications;

(g) prescribing any matter necessary for the purposes of the application of Part 17, including the time and circumstances when an electronic document is to be considered to have been provided or received and the place where it is considered to have been provided or received;

(h) prescribing the manner of, and conditions for, participating in a meeting by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting;

(i) prescribing, for the purposes of subsections 165(3) and (4), the manner of, and conditions for, voting at a meeting of members by means of a telephonic, electronic or other communication facility;

(j) respecting any matter relating to voting by members not in attendance at a meeting of members; and

(k) generally, for carrying out the purposes and provisions of this Act.

(2) The regulations may incorporate any material by reference regardless of its source and either as it exists on a particular date or as amended from time to time.

(3) Material does not become a regulation for the purposes of the Statutory Instruments Act because it is incorporated by reference.

PART 19

SPECIAL ACT BODIES CORPORATE WITHOUT SHARE CAPITAL

294. Part 3, subsections 160(1) and 168(1), sections 212, 221 to 223 and 278 and this Part apply to any body corporate without share capital incorporated by a special Act of Parliament and not continued under any other Act — other than a departmental corporation or a parent Crown corporation, as defined in section 2 of the Financial Administration Act — as if it were a corporation under this Act and any reference in Part 3 or those provisions to the articles of a corporation shall be read as a reference to the body corporate’s incorporating statute.

295. (1) The Minister may cause to be laid before both Houses of Parliament a report listing every special Act of Parliament that incorporated a body corporate that was later continued under section 212 or dissolved under any of sections 221 to 223.

(2) The report shall be referred to a committee of each House, or a joint committee of both Houses, that is designated or established for the purpose of reviewing it.

(3) Every Act listed in the report — unless the Act is the subject of a resolution to the contrary of any committee to which the report is referred — is repealed on the day that is one year after the later of the day on which the report is laid before the Senate and the day on which it is laid before the House of Commons.

(4) The Minister shall, within 60 days after their repeal, publish in the Canada Gazette a list of every Act repealed under subsection (3).

296. (1) A body corporate may send to the Director notice of a change of its name that complies with subsections (4) and (5) and that has been approved by special resolution of the members.

(2) On receipt of the notice, the Director shall issue a certificate of change of name and give notice of the change as soon as practicable in a publication generally available to the public.

(3) A change of name becomes effective on the date shown in the certificate.

(4) The name of a body corporate may be in an English form, a French form, an English form and a French form, or a combined English and French form, so long as the combined form meets any prescribed criteria. The body corporate may use and may be legally designated by any such form.

(5) A body corporate shall not change its name to, or carry on activities under or identify itself by, a name that would not be permitted under subsection 13(1) if it were a corporation.

(6) The Director may direct a body corporate to change its name in accordance with subsection (1) if, through inadvertence or otherwise, the body corporate, under this section, has acquired a name that does not comply with subsection (4) or (5).

(7) If a body corporate acquires a name as a result of a person undertaking to dissolve or to change names, and the undertaking is not honoured, the Director may direct the body corporate to change its name in accordance with subsection (1), unless the undertaking is honoured within the prescribed period referred to in subsection (8).

(8) If a body corporate has not followed a directive under subsection (6) or (7) within the prescribed period, the Director may revoke the name of the body corporate and assign a name to it and, until changed in accordance with subsection (1), the name of the body corporate is the name assigned by the Director.

PART 20

TRANSITIONAL PROVISIONS, CONSEQUENTIAL AMENDMENTS, COORDINATING AMENDMENTS, REPEALS AND COMING INTO FORCE

Transitional Provisions

297. (1) A body corporate to which Part II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970 (in this section and section 298 referred to as the “Canada Corporations Act”), applies, other than a body corporate that is subject to a winding-up order made under the Winding-up and Restructuring Act before this subsection comes into force, shall apply for a certificate of continuance under section 211.

(2) A body corporate to which Part IV of the Canada Corporations Act applies, other than a body corporate that is subject to a winding-up order made under the Winding-up and Restructuring Act before this subsection comes into force, shall apply for a certificate of continuance under section 187 of the Canada Business Corporations Act.

(3) Despite subsection (2), the Ogdensburg Bridge Authority, created by An Act to incorporate Ogdensburg Bridge Authority, chapter 57 of the Statutes of Canada, 1952, shall apply for letters patent under section 156 of the Canada Corporations Act as if it were a corporation without share capital.

(4) A body corporate that applies for a certificate of continuance under this section is not required to pay any fees in respect of the continuance.

(5) Despite any provision of the Canada Corporations Act, the Director may, in accordance with section 222, dissolve a body corporate referred to in subsection (1) that does not apply for a certificate of continuance under section 211 within three years after the day on which this subsection comes into force.

(6) Despite any provision of the Canada Corporations Act, a body corporate referred to in subsection (2) that does not apply for a certificate of continuance under section 187 of the Canada Business Corporations Act within six months after the day on which this subsection comes into force is dissolved on the expiry of that period.

(7) Despite any provision of the Canada Corporations Act, the Ogdensburg Bridge Authority is dissolved six months after the day on which this subsection comes into force if it does not apply for letters patent under section 156 of the Canada Corporations Act within that six-month period.

298. After this section comes into force, no body corporate may be incorporated or continued under Part II of the Canada Corporations Act.

299. (1) Within 10 years after the day on which this section comes into force, the Minister shall cause to be laid before both Houses of Parliament a report on the provisions and operation of this Act, including any recommendations for amendments to those provisions.

(2) The report stands referred to the committee of the Senate, the House of Commons or both Houses of Parliament that is designated or established for that purpose, which shall

(a) as soon as possible after the laying of the report, review the report; and

(b) report to the Senate, the House of Commons or both Houses of Parliament, as the case may be, within one year after the laying of the report of the Minister, or any further time authorized by the Senate, the House of Commons or both Houses of Parliament.

Consequential Amendments

An Act to incorporate St. Mary’s River Bridge Company

300. Sections 3 to 7 of An Act to incorporate St. Mary’s River Bridge Company are repealed.

301. Section 18 of the Act is repealed.

302. Section 23 of the Act is repealed.

An Act to incorporate the Jules and Paul-Émile Léger Foundation

303. Section 20 of An Act to incorporate the Jules and Paul-Émile Léger Foundation is replaced by the following:

20. Sections 3 and 21 of this Act and Part 19 of the Canada Not-for-profit Corporations Act apply, with any modifications that the circumstances require, to every subsidiary corporation incorporated under subsection 17(1).

An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls

304. Section 2 of An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls is repealed.

An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada

305. Section 8 of An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada is replaced by the following:

8. The Canada Not-for-profit Corporations Act applies to the Church in all matters not provided for in this Act as if the Church had been incorporated under that Act.

Bank Act

306. Subsection 455.1(1) of the Bank Act is replaced by the following:

455.1 (1) The Minister may, for the purposes of this section, designate a body corporate incorporated under the Canada Not-for-profit Corporations Act whose purpose, in the view of the Minister, is dealing with complaints, made by persons having requested or received products or services from its member financial institutions, that have not been resolved to the satisfaction of those persons under procedures established by those financial institutions under paragraph 455(1)(a).

Budget Implementation Act, 1997

307. Subsection 8(1) of the Budget Implementation Act, 1997 is replaced by the following:

8. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the foundation.

Budget Implementation Act, 1998

308. Subsection 7(1) of the Budget Implementation Act, 1998 is replaced by the following:

7. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Foundation.

Canada Business Corporations Act

309. Subsection 3(3) of the Canada Business Corporations Act is amended by adding the following after paragraph (a):

(a.1) the Canada Not-for-profit Corporations Act;

310. Subsection 209(1) of the Act is replaced by the following:

209. (1) When a body corporate is dissolved under this Part or under section 268 of this Act, section 261 of chapter 33 of the Statutes of Canada, 1974-75-76, or subsection 297(6) of the Canada Not-for-profit Corporations Act, any interested person may apply to the Director to have the body corporate revived as a corporation under this Act.

311. (1) Subsections 268(4) and (4.1) of the Act are replaced by the following:

(4) Subject to subsection (6), the directors of a body corporate incorporated or continued by or under a special Act of Parliament may, despite the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

(4.1) Subject to subsection (6), the directors of a body corporate incorporated or continued by or under an Act of Parliament, other than this Act or a special Act, may, subject to any other Act of Parliament or the charter of the body corporate, apply under section 187 for a certificate of continuance if the articles of continuance do not make any amendment to the charter of the body corporate other than an amendment required to conform to this Act.

(2) The portion of subsection 268(6) of the Act before paragraph (a) is replaced by the following:

(6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which Part I or II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit Corporations Act does not apply, apply for a certificate of continuance under section 187 within any period that may be prescribed except for the following:

(3) Subsection 268(7) of the Act is repealed.

(4) Section 268 of the Act is amended by adding the following after subsection (8):

(8.1) On the continuance of a body corporate incorporated by a special Act of Parliament as a corporation under this Act, the special Act ceases to apply to the corporation.

(5) Subsection 268(10) of the Act is replaced by the following:

(10) A body corporate to which Part II or III of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit Corporations Act applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.

Canada Cooperatives Act

312. Subsection 3(4) of the Canada Cooperatives Act is replaced by the following:

(4) No provision of the Canada Business Corporations Act, the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, the Canada Not-for-profit Corporations Act or the Winding-up and Restruct- uring Act applies to a cooperative.

Canada Corporations Act

313. The following provisions of the Canada Corporations Act are repealed:

(a) the long title and section 1;

(b) sections 2 to 4;

(c) sections 5 to 5.5;

(d) section 5.6;

(e) section 5.7;

(f) section 6;

(g) sections 7 and 8;

(h) sections 9 to 12;

(i) sections 13 and 14;

(j) sections 15 and 16;

(k) sections 17 to 19;

(l) sections 20 to 25;

(m) section 26;

(n) sections 27 to 33;

(o) sections 34 to 42;

(p) section 43;

(q) sections 44 to 64;

(r) sections 65 to 67;

(s) sections 68 to 73;

(t) sections 74 to 92;

(u) section 93;

(v) sections 94 to 97;

(w) sections 98 and 99;

(x) sections 100 to 101;

(y) section 102;

(z) sections 103 to 105;

(z.01) section 106;

(z.02) sections 107 to 108.9;

(z.03) section 109;

(z.04) sections 110 and 111;

(z.05) section 111.1;

(z.06) sections 112 and 113;

(z.07) sections 114.1 to 117;

(z.08) sections 118 to 129.3;

(z.09) sections 130 to 133;

(z.1) sections 134 to 137;

(z.2) sections 138 to 152;

(z.3) sections 153 to 157.1;

(z.4) sections 158 and 159;

(z.5) sections 160 to 214;

(z.6) sections 215 and 216;

(z.7) sections 217 to 220;

(z.8) the schedule; and

(z.9) the headings not repealed by paragraphs (a) to (z.8).

Canada Employment Insurance Financing Board Act

314. Subsection 3(5) of the Canada Employment Insurance Financing Board Act is replaced by the following:

(5) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Board.

Canada Foundation for Sustainable Development Technology Act

315. Subsection 8(3) of the Canada Foundation for Sustainable Development Technology Act is replaced by the following:

(3) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Foundation.

316. Subsection 35(1) of the Act is replaced by the following:

35. (1) The Governor in Council may, by order, designate, for the purposes of this Act, any corporation incorporated under Part II of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, or the Canada Not-for-profit Corporations Act.

Canada Pension Plan Investment Board Act

317. (1) Subsection 3(4) of the Canada Pension Plan Investment Board Act is replaced by the following:

(4) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Board.

(2) Subsection 3(4) of the Act, as enacted by subsection (1), is replaced by the following:

(4) The Canada Not-for-profit Corporations Act does not apply to the Board.

Canadian Food Inspection Agency Act

318. Section 21 of the Canadian Food Inspection Agency Act is replaced by the following:

21. The agreement referred to in section 20 may authorize the Minister, jointly with one or more provincial governments, to have a corporation incorporated under the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act or an equivalent provincial statute, or to acquire shares or participate in any corporation, in order to implement the agreement.

Canadian Institutes of Health Research Act

319. Paragraph 26(c) of the Canadian Institutes of Health Research Act is replaced by the following:

(c) with the approval of the Governor in Council, enter into a partnership, or incorporate by itself or with others a corporation, including a subsidiary of the CIHR, under the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act or provincial legislation, or acquire or dispose of shares in any corporation;

Canadian Payments Act

320. Subsection 34(2) of the Canadian Payments Act is replaced by the following:

(2) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Association.

Cooperative Energy Act

321. Section 10 of the Cooperative Energy Act is repealed.

Cree-Naskapi (of Quebec) Act

322. Subsection 23(2) of the Cree-Naskapi (of Quebec) Act is replaced by the following:

(2) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to a band.

Evangelical Lutheran Church in Canada Act

323. Section 13 of the Evangelical Lutheran Church in Canada Act is replaced by the following:

13. Despite section 294 of the Canada Not-for-profit Corporations Act, subsections 160(1) and 168(1) of that Act do not apply to the Church.

Evangelical Missionary Church (Canada West District) Act

324. Section 7 of the Evangelical Missionary Church (Canada West District) Act is amended by adding the word “and” at the end of paragraph (e) and by repealing paragraph (f).

325. Subsection 8(3) of the Act is replaced by the following:

(3) No act of the Church, including a transfer of property to or by the Church, is invalid by reason only that the act or transfer is contrary to its objects or to a provision of this Act or to a provision of the Canada Not-for-profit Corporations Act.

326. Sections 10 and 11 of the Act are replaced by the following:

10. (1) The Canada Not-for-profit Corporations Act applies to the Church in all matters not provided for in this Act as if the Church had been continued in accordance with section 212 of that Act.

(2) Despite subsection 4(1) and sections 5 and 6, the name of the Church or the place of its head office may be changed under the Canada Not-for-profit Corporations Act and the objects of the Church may be changed in accordance with the requirements of that Act respecting a change in the statement of the purpose of a corporation.

11. Despite subsection 10(1), sections 10, 13, 14, 16, 17, 21, 23 and 53, subsections 154(3) and 160(1), sections 161, 162 and 167, subsection 168(1), sections 220, 221 and 223, subsection 239(5) and Part 15 of the Canada Not-for-profit Corporations Act do not apply in respect of the Church.

Financial Administration Act

327. Section 7.4 of the Financial Administration Act is replaced by the following:

7.4 The Treasury Board may make regulations respecting the governance of the corporation, including regulations that adapt any provisions of the Canada Business Corporations Act, the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act and any regulations made under those Acts for the purpose of applying those provisions as adapted to the corporation.

First Nations Fiscal and Statistical Management Act

328. Subsection 66(1) of the First Nations Fiscal and Statistical Management Act is replaced by the following:

66. (1) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Authority.

Green Shield Canada Act

329. Subsection 15(1) of the Green Shield Canada Act is replaced by the following:

15. (1) The Canada Not-for-profit Corporations Act and Parts IV to VI of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, do not apply to the Association.

Gwich’in Land Claim Settlement Act

330. Section 8.1 of the Gwich’in Land Claim Settlement Act is repealed.

Insurance Companies Act

331. Subsection 39(2) of the Insurance Companies Act is replaced by the following:

(2) A society may also, with the approval in writing of the Minister, apply under the Canada Not-for-profit Corporations Act, for a certificate of continuance under that Act.

Mackenzie Gas Project Impacts Act

332. Section 8 of the Mackenzie Gas Project Impacts Act is replaced by the following:

8. The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Corporation.

Mi’kmaq Education Act

333. Subsection 10(3) of the Mi’kmaq Education Act is replaced by the following:

(3) For greater certainty, Part 19 of the Canada Not-for-profit Corporations Act applies to the corporation and, in the application of section 160 of that Act to the corporation, a reference to members shall be read as a reference to directors.

Physical Activity and Sport Act

334. Subsection 31(3) of the Physical Activity and Sport Act is replaced by the following:

(3) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Centre.

Pilotage Act

335. Subsection 55(1) of the Pilotage Act is replaced by the following:

55. (1) The CPHQ is deemed to be a corporation to which Part 19 of the Canada Not-for-profit Corporations Act applies.

Public Sector Pension Investment Board Act

336. Subsection 3(5) of the Public Sector Pension Investment Board Act is replaced by the following:

(5) The Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, and the Canada Not-for-profit Corporations Act do not apply to the Board.

Sahtu Dene and Metis Land Claim Settlement Act

337. Section 9 of the Sahtu Dene and Metis Land Claim Settlement Act is repealed.

United Grain Growers Act

338. Section 25 of the United Grain Growers Act is replaced by the following:

25. No provision of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, the Canada Not-for-profit Corporations Act or the Winding-up and Restructuring Act applies to the company.

Yukon First Nations Land Claims Settlement Act

339. Section 10 of the Yukon First Nations Land Claims Settlement Act is repealed.

Other Acts

340. Any reference to Part III of the Canada Corporations Act, chapter C-32 of the Revised Statutes of Canada, 1970, in any Act of Parliament is deemed to be a reference to Part 19 of the Canada Not-for-profit Corporations Act.

Coordinating Amendments

341. On the day on which paragraph 313(a) comes into force, subsection 3(2) is amended by adding the word “and” at the end of paragraph (a) and by repealing paragraph (b).

342. On the day on which paragraph 313(a) comes into force, subsection 8(1) of the Budget Implementation Act, 1997 is replaced by the following:

8. (1) The Canada Not-for-profit Corporations Act does not apply to the foundation.

343. On the day on which paragraph 313(a) comes into force, subsection 7(1) of the Budget Implementation Act, 1998 is replaced by the following:

7. (1) The Canada Not-for-profit Corporations Act does not apply to the Foundation.

344. On the day on which paragraph 313(a) comes into force, paragraph 3(3)(a) of the Canada Business Corporations Act is repealed.

345. On the day on which paragraph 313(a) comes into force, the portion of subsection 268(6) of the Canada Business Corporations Act before paragraph (a) is replaced by the following:

(6) The Governor in Council may, by order, require that a body corporate incorporated by or under an Act of Parliament to which the Canada Not-for-profit Corporations Act does not apply, apply for a certificate of continuance under section 187 within any period that may be prescribed except for the following:

346. On the day on which paragraph 313(a) comes into force, subsection 268(10) of the Canada Business Corporations Act is replaced by the following:

(10) A body corporate to which the Canada Not-for-profit Corporations Act applies or any similar body corporate incorporated otherwise than by or under an Act of Parliament may not apply for a certificate of continuance under section 187.

347. On the day on which paragraph 313(a) comes into force, subsection 3(4) of the Canada Cooperatives Act is replaced by the following:

(4) No provision of the Canada Business Corporations Act, the Canada Not-for-profit Corporations Act or the Winding-up and Restructuring Act applies to a cooperative.

348. On the day on which paragraph 313(a) comes into force, subsection 3(5) of the Canada Employment Insurance Financing Board Act is replaced by the following:

(5) The Canada Not-for-profit Corporations Act does not apply to the Board.

349. On the day on which paragraph 313(a) comes into force, subsection 8(3) of the Canada Foundation for Sustainable Development Technology Act is replaced by the following:

(3) The Canada Not-for-profit Corporations Act does not apply to the Foundation.

350. On the day on which paragraph 313(a) comes into force, subsection 35(1) of the Canada Foundation for Sustainable Development Technology Act is replaced by the following:

35. (1) The Governor in Council may, by order, designate, for the purposes of this Act, any corporation incorporated under the Canada Not-for-profit Corporations Act.

351. On the day on which paragraph 313(a) comes into force, subsection 34(2) of the Canadian Payments Act is replaced by the following:

(2) The Canada Not-for-profit Corporations Act does not apply to the Association.

352. On the day on which paragraph 313(a) comes into force, subsection 23(2) of the Cree-Naskapi (of Quebec) Act is replaced by the following:

(2) The Canada Not-for-profit Corporations Act does not apply to a band.

353. On the day on which paragraph 313(a) comes into force, section 7.4 of the Financial Administration Act is replaced by the following:

7.4 The Treasury Board may make regulations respecting the governance of the corporation, including regulations that adapt any provisions of the Canada Business Corporations Act and the Canada Not-for-profit Corporations Act and any regulations made under those Acts for the purpose of applying those provisions as adapted to the corporation.

354. On the day on which paragraph 313(a) comes into force, subsection 66(1) of the First Nations Fiscal and Statistical Management Act is replaced by the following:

66. (1) The Canada Not-for-profit Corporations Act does not apply to the Authority.

355. On the day on which paragraph 313(a) comes into force, subsection 15(1) of the Green Shield Canada Act is replaced by the following:

15. (1) The Canada Not-for-profit Corporations Act does not apply to the Association.

356. On the day on which paragraph 313(a) comes into force, section 8 of the Mackenzie Gas Project Impacts Act is replaced by the following:

8. The Canada Not-for-profit Corporations Act does not apply to the Corporation.

357. On the day on which paragraph 313(a) comes into force, subsection 31(3) of the Physical Activity and Sport Act is replaced by the following:

(3) The Canada Not-for-profit Corporations Act does not apply to the Centre.

358. On the day on which paragraph 313(a) comes into force, subsection 3(5) of the Public Sector Pension Investment Board Act is replaced by the following:

(5) The Canada Not-for-profit Corporations Act does not apply to the Board.

359. On the day on which paragraph 313(a) comes into force, section 25 of the United Grain Growers Act is replaced by the following:

25. No provision of the Canada Not-for-profit Corporations Act or the Winding-up and Restructuring Act applies to the company.

360. (1) In this section, “other Act” means the Budget Implementation Act, 2008.

(2) If section 95 of the other Act comes into force before section 308 of this Act, then that section 308 and the heading before it are repealed.

(3) If section 95 of the other Act and section 308 of this Act come into force on the same day, then that section 308 is deemed to have come into force before that section 95.