Step 4 - Get Members' Approval

A meeting of members will generally need to be held as part of the transition process. This meeting must take place in accordance with the existing by-laws since those are the rules governing the affairs of the corporation until a Certificate of Continuance is obtained.

Despite the voting rules in the existing by-laws, the NFP Act requires that the articles of continuance be approved by a special resolution of members.

You may also wish to use the same approval level for the by-laws. Refer to the Model Special Resolution for the suggested wording of a resolution of the members.