By Joel Secter
The Canada Not-for-profit Corporations Act (CNCA) requires federal non-share capital corporations to prepare and maintain records including, among other things, a register of members, directors and officers. This should be familiar to corporations originally established under Part II of the Canada Corporations Act because it also required them to keep separate registers for members and directors. This is why there are tabs at the back of corporate minute and record books for a list of members and a list of directors. Even so, we often get asked what information must be kept in the registers and who has access to the data. Here is the lowdown on what you need to know.
The CNCA Regulations require that the registers of directors and officers contain the following information:
- the name of each director or officer;
- the current residential address of each director or officer;
- an email address if the director or officer has consented to receiving information or documents by electronic means; and
- for each person named in the register, the date on which that person became a director or officer and, if applicable, the date on which that person ceased to be a director or officer.
The information that the corporation is required to keep in the register of members is essentially the same, with two differences: first, the register of members may contain the current residential or business address of each member and, second, the register of members must contain the class or group of membership of each member, if any. All three registers may be in any form, provided that the data is capable of being reproduced in intelligible written form within a reasonable time.
The question we probably get asked the most is who has access to the register of members and does this include email addresses. Subject to meeting the requirements outlined below, a member (or a member’s personal representative) may access the register of members. However, they may only use the list or information contained from the register in connection with
- an effort to influence the voting of members;
- requisitioning a meeting of members; or
- any other matter relating to the affairs of the corporation.
If members have consented to receiving information from the corporation by email, and their email address has been added to the register, it may be accessed for one of the acceptable purposes as well.
A member (or a member’s personal representative) who wishes to examine the register of members must pay a fee and provide the corporation with a statutory declaration. The statutory declaration must state the name and address of the applicant and that the list of members or the information will not be used except as permitted under the CNCA.
Providing these requirements are met, the corporation must allow the applicant to access the register of members during the corporation’s usual business hours and, on payment of a reasonable fee, provide the applicant with an extract from the register within ten days. While the general rule is that a member may only make an application of this kind once in a calendar year, an application may be made before each special meeting of members to which the member receives notice.
Under the CNCA, a person who uses information obtained from a register of members for a purpose other than those specified without the written permission of the member may be found guilty of an offence and liable on summary conviction to a fine or to imprisonment or both.