Access to Corporate Information under the CNCA

Under the Canada Not-for-profit Corporations Act all members (whether voting or non-voting) have the right to obtain the following information from the corporation:

• Articles, By-laws and any Unanimous Member Agreement: Each member is entitled on request to one free copy of each of these documents and any amendments to them;
• Resolutions and Minutes of Meetings of Members: Each member (or personal representative of a deceased or incapacitated member) has the right to examine and, on payment of a reasonable fee, take extracts of these documents during the corporation's usual business hours;
• Registers of Directors and Officers: Each member (or personal representative) has the right to examine and, on payment of a reasonable fee, take extracts of these documents during the corporation's usual business hours;
• Register of Members: Each member (or personal representative) has the right to examine and, on payment of a reasonable fee, take a copy of the register of members subject to the following further conditions discussed at Part 2 below. In general the same rules apply to examining and taking extracts from the register of debt obligations;
• List of Members: See the discussion at Parts 2, 3 and 4 below;
• Annual Financial Statements and Report of Public Accountant: Each member is entitled to receive comparative annual financial statements of the corporation (or a summary of them), the report of the public accountant, if any, and any further financial information required by the corporation's articles, by-laws or, in the case of a non-soliciting corporation, unanimous member agreement. Where the corporation provides a summary of the financial statements, a member is entitled on request to take copies free of charge; and
• Financial Statements of Subsidiaries: Each member (or personal representative) has the right to examine and make copies free of charge.

Striking a Balance between Providing a Right of Access and Safeguarding Against Abuse

The Act seeks to strike a balance between providing a right of access to the corporation's list of members and ensuring that this information is not abused. Access to the list of members is, for example, crucial to ensure that members dissatisfied with the governance of the corporation have the means of unilaterally changing the board of directors. Unless dissident members have a right to determine who the members are, they will be foiled in any attempt to organize a meeting of members to change the board. The incumbent board will be entrenched and can act with near impunity unless there is some capacity for dissidents to mobilize the membership as a whole. However, there is no legitimate reason for a member to obtain a list simply to, for example, solicit donations for another cause or for a purpose otherwise unrelated to the welfare of the corporation.

Requirements to Obtain a List of Members (or Register of Members)

The Act seeks to achieve a balance as follows:

First, the member (or member's personal representative) must make her request to the corporation accompanied by a statutory declaration as to use. The statutory declaration must state:

(a) the name and address of the applicant (and if the applicant is a body corporate, its address for service); and

(b) that the list of members (or register of members) will not be used except in connection with: (i) an effort to influence the voting of members; (ii) requisitioning a meeting of members; or (iii) any other matter relating to the affairs of the corporation.

Second, within 10 days after receipt of the statutory declaration, the corporation must allow the applicant access to the register of members during the corporation's usual business hours and, on payment of a reasonable fee, provide the applicant with a copy of the register. As well, the applicant may require the corporation to provide, within 10 days of the request, a list of members and updated lists.

Further Safeguards from Potential Abuse

As further safeguards from potential abuse, the Act provides that:

(a) a member (or personal representative) may only make an application for a list of members once in each calendar year, plus before each special meeting of members of which the member receives notice;

(b) an applicant who obtains a list of members (or copy of the register of members) is prohibited from using the list or information except in connection with a matter relating to the affairs of the corporation (including an effort to influence the voting of members or to requisition a meeting of members);

(c) violation of the prohibition in (b) is an offence under the Act (punishable by fine of up to $25,000 or to imprisonment for a term of six months or both); and

(d) the corporation (or any member) can apply to the Director for a blocking order if the corporation can satisfy the Director that allowing the access or furnishing the information would be detrimental to any member or the corporation. In light of the other safeguards and the case law decided under comparable legislation, it seems likely that the Director will exercise her power to withhold membership information only sparingly.