XI. Membership

Framework Paper

Classes of membership

The by-laws of a corporation would be allowed to provide for more than one class of membership. If the corporation is to have more than one class, its by-laws will have to set out the rights, privileges, restrictions, conditions, and period of membership of each class. The by-laws would have to provide for at least one class of membership that entitles the members to vote at all meetings of members.

Definition of a member

The Act would contain a provision defining a member as "anyone designated by the board of directors". The by-laws would be allowed to provide otherwise.

Transfer of membership interest

Unless the articles or by-laws provide otherwise, a membership would not be transferable, and would terminate when:

If there is only one member who is also the corporation's only director, the membership interest would transfer to his or her personal representative at the time of death.

Discipline of members

A corporation's articles or by-laws may provide that the directors, members or any committee of directors or members have the power to discipline a member or to terminate the membership interest of a member. Where the articles or by-laws do so, the circumstances and manner in which this power may be used would have to be set out in the article or by-laws.