Canada: The New "Canada Not-For-Profit Corporations Act" Finally Comes Into Force!

Last Updated: April 20 2012
Article by Jean Trudel

April 2012 — Since the early 1970s, no less than seven bills were introduced in Parliament and died on the Order Paper. The new Canada Not-for-profit Corporations Act (S.C. 2009, c. 23) (the "New Act") was assented to June 23, 2009 and came into force on October 17, 2011. In addition, the Canada Not-for-profit Corporations Regulations (SOR/2011-223) (the "Regulations") were adopted on October 6, 2011 and also came into force on October 17, 2011.

The New Act and the Regulations introduce a new legislative framework for the federal incorporation of not-for-profit corporations and provides for the continuance of share corporations created by Special Acts of Parliament that are currently subject to Part IV of the Canada Corporations Act; these share corporations will be continued under the Canada Business Corporations Act (the "CBCA").

Part II of the Canada Corporations Act dates from 1917. Corporations Canada has worked on modernizing the Canadian legislation on not-for-profit corporations for at least 20 years. Considering the technical nature of the New Act, it is important to analyze it.

We will refer to not-for-profit corporations incorporated or continued under the New Act as "corporations".

The New Act is primarily based on the CBCA. The New Act therefore presents a modern and leading-edge framework for not-for-profit corporations.

INCORPORATION

The incorporation of corporations will now be made by filing articles of incorporation. The prior approval of letters patent and by-laws is henceforth abolished. The articles of incorporation must set out:

  1. the name of the corporation
  2. the province where the registered office is to be situated
  3. the classes, or regional or other groups of members and any voting rights attaching to each of those classes or groups
  4. the number of directors or the minimum and maximum number of directors
  5. any restrictions on the activities that the corporation may carry on
  6. a statement of the purpose of the corporation
  7. a statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the corporation.

The articles of incorporation may also set out any provision that may be set out in the by-laws of the corporation. The articles must be signed by one or more of the incorporators, who may be individuals or bodies corporate. The articles are thereafter sent to the Director appointed by the Minister who issues a certificate of incorporation. A notice of initial registered office address and first board of directors of the corporation must be sent to the Director at the same time as the articles of incorporation. The corporation comes into existence on the date shown in the certificate of incorporation.

The corporation has the capacity of a natural person. It therefore has the power to purchase and sell its property, to make investments, to contract loans and issue debt obligations such as bonds, debentures or notes.

DIRECTORS

Such as is the case for directors of CBCA corporations, the directors of a corporation manage or supervise the management of the activities and affairs of the corporation.

The board of directors of a corporation is comprised of one or more directors, unless it is a "soliciting corporation", in which case the board of directors is comprised of not less than three directors, at least two of whom are not officers or employees of the corporation or its affiliates. Contrary to the CBCA, there is no requirement for a certain number of directors to be resident Canadians. A director of a corporation is not required to be a member; no person may act for an absent director at a meeting of directors.

After the issue of the certificate of incorporation, the board of directors of a corporation must hold a meeting in order to, namely:

  1. make by-laws
  2. adopt forms of debt obligation certificates and corporate records
  3. authorize the issuance of debt obligations
  4. appoint officers
  5. appoint an interim public accountant to hold office until the first meeting of members
  6. issue memberships
  7. make banking arrangements, including the opening of a bank account.

Note that under the New Act, the by-laws need not be pre-approved by the Director. Nevertheless, once the by-laws are confirmed by the members, they must be sent to the Director within 12 months following the date of confirmation by the members.

The directors are elected by the members having the right to vote. The directors of a corporation continue to hold office until their successors are elected, except if a director dies, resigns or is removed by ordinary resolution at a special meeting. Similarly to the CBCA, resolutions of members may be ordinary or special. They are ordinary if passed by a majority of the votes cast on that resolution and they are special if passed by a majority of not less than two thirds of the votes cast on that resolution.

In exercising their powers and discharging their duties, every director and officer of a corporation must act honestly and in good faith, with a view to the best interests of the corporation, and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. This obligation is similar to the one applicable to directors of a corporation governed by the CBCA. The New Act allows the directors to raise a defence based on reasonable diligence and good faith.

Directors of a corporation are jointly and severally, or solidarily, liable to employees of the corporation for all debts, not exceeding six months wages payable to each employee for services performed for the corporation while they are directors.

Such as is the case under the CBCA, the directors and officers may be indemnified by the corporation which may, in turn, purchase and maintain liability insurance for their benefit. Similarly to directors of corporations governed by the CBCA, the directors and officers of a corporation must disclose their interest in a material contract or material transaction, whether made or proposed, with the corporation.

Finally, the directors may participate in a meeting by means of a telephonic, electronic or other communication facility if all of the directors consent thereto and the communication facility permits all participants to communicate adequately with each other during the meeting. They may also sign resolutions in writing which are as valid as if they had been passed at a meeting.

MEMBERS

The articles set out the classes, or regional or other groups, of members that the corporation is authorized to establish and, if there are two or more classes or groups of members, any voting rights attaching to each of those classes or groups.

The by-laws set out the conditions for membership in each class or group, the manner of withdrawing from a class or group or transferring membership to another class or group and any conditions of transfer and the conditions on which membership in a class or group ends. Unless the articles or by-laws provide otherwise, a membership may only be transferred to the corporation. A membership is terminated when the member dies or resigns, is expelled, when his membership is otherwise terminated, when the member's term of membership expires or when the corporation is liquidated and dissolved. The articles or by-laws may provide that the directors have the power to discipline a member or to terminate his or her membership.

Meetings of members are held within Canada. They may also be held at a place outside Canada if the articles so provide or if all of the members entitled to vote at the meeting so agree. The members may participate 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. Resolutions in writing signed by all of the members entitled to vote thereon are as valid as if they had been passed at a meeting of members. A member entitled to vote may ask the corporation to include a proposal at an annual meeting provided that certain conditions are met. The proposal may deal with nominations for the election of directors provided that it is signed by 5% of members entitled to vote at the meeting.

Unless otherwise provided for in the by-laws of the corporation, the quorum for a meeting of members is reached if the members holding a majority of votes are present. Unless otherwise provided for in the by-laws, voting at a meeting of members is by show of hands. A ballot may always be demanded by a member either before or after any vote by show of hands. Any vote may also be held by means of a telephonic, electronic or other communication facility, if the corporation makes available such a communication facility.

UNANIMOUS MEMBER AGREEMENT

The New Act innovates in that it authorizes entering into a unanimous member agreement with respect to a corporation that is not a soliciting corporation that restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation. This type of agreement is similar to a unanimous shareholders' agreement under the CBCA. If there is only one member, a written declaration to the same effect is also valid.

CLASSES OF CORPORATIONS

The New Act makes a distinction between "soliciting corporations" and "non-soliciting corporations". Soliciting corporations are those that have, during a prescribed period calculated according to the Regulations and corresponding approximately to the three previous years, received income in excess of $10,000 in the form of donations or gifts or, in Quebec, gifts or legacies or of grants received from a governmental or paragovern mental agency. The donations or gifts or, in Quebec, gifts or legacies must be received from any person who is not a member, director, officer or employee of the corporation or a spouse, child, parent, grandparent, brother, sister, aunt, uncle, nephew or niece of such a member, director, officer or employee of the corporation. The donations or gifts or, in Quebec, gifts or legacies may also be received from another corporation or entity that has, in the prescribed period, received income in excess of $10,000 in the form of donations or gifts or, in Quebec, gifts or legacies from the same source as that of a soliciting corporation.

FINANCIAL DISCLOSURE

The directors of a corporation must place before the members, at every annual meeting, comparative financial statements comprised of a statement of financial position or a balance sheet, a statement of comprehensive income on a statement of retained earnings, a statement of changes in equity or an income statement and a statement of cash flows or a statement of changes in financial position, prepared in accordance with the generally accepted accounting principles set out in the Canadian Institute of Chartered Accountants Handbook – Accounting or the Canadian Institute of Chartered Accountants Public Sector Accounting Handbook, the report of the public accountant and any further information respecting the financial position of the corporation and the results of its operations required by its articles, by-laws or any unanimous member agreement. If the corporation is a soliciting corporation, it must send a copy of these documents to the Director not less than 21 days before the annual meeting.

PUBLIC ACCOUNTANT

The members must, by ordinary resolution, at each annual meeting, appoint a public accountant to hold office until the close of the next annual meeting. The members may, if all of the members entitled to vote agree, resolve not to appoint a public accountant.

The public accountant's mandate will be a review engagement or an audit engagement depending on whether or not the corporation is a "designated corporation". The New Act defines a designated corporation as being (a) a soliciting corporation that has gross annual revenues for its last financial year that are equal to or less than $50,000 and (b) a non-soliciting corporation that has gross annual revenues for its last financial year that are equal to or less than $1,000,000.

The public accountant must conduct a review engagement of a designated corporation unless the members pass an ordinary resolution requiring an audit engagement. The public accountant of a corporation that is not a designated corporation must conduct an audit engagement. However, the public accountant of a soliciting corporation that is not a designated corporation may conduct a review engagement if its gross annual revenues for its last financial year are equal to or less than $250,000.

FUNDAMENTAL CHANGES

Articles of Amendment

The articles of a corporation may be amended by special resolution of the members. The members of a class or group may be entitled to vote separately by class or group if their rights are affected by the amendment. The articles of amendment are thereafter sent to the Director who issues a certificate of amendment. An amendment to the articles becomes effective on the date shown in the certificate of amendment.

Restated Articles

The articles of a corporation may be restated at the request of the directors of the corporation or the Director. Restated articles of incorporation are sent to the Director who issues a restated certificate of incorporation. Restated articles of incorporation are effective on the date shown in the restated certificate of incorporation and supersede the original articles of incorporation and all amendments thereto.

Articles of Amalgamation

Two or more corporations may also amalgamate and continue as one corporation. They must enter into an amalgamation agreement which must be approved by special resolutions of each amalgamating corporation; the resolutions must be adopted by all of the members, whether or not they have the right to vote. Moreover, if the rights of certain members are affected by the amalgamation, those members have the right to vote by class or group and their approval must be given by special resolution. Furthermore, the New Act authorizes, without the entering into of an amalgamation agreement, vertical short-form amalgamations between a holding corporation and one or more of its subsidiary corporations which are not-for-profit corporations; the memberships in each amalgamating subsidiary corporation are cancelled and the articles of amalgamation must be the same as those of the amalgamating holding corporation. The New Act also authorizes, without the entering into of an amalgamation agreement, horizontal short-form amalgamations between two or more wholly-owned subsidiary corporations of the same holding body corporate; the memberships in all but one of the amalgamating subsidiary corporations are cancelled and the articles of amalgamation are the same as the articles of the amalgamating subsidiary corporation whose memberships are not cancelled. In the case of both vertical short-form amalgamations and horizontal short-form amalgamations, the amalgamation must be authorized by the directors of the holding corporation and the subsidiary corporations or by the directors of the holding body corporate and the wholly owned subsidiary corporations, as the case may be. In the case of an amalgamation, articles of amalgamation are sent to the Director who issues a certificate of amalgamation. The amalgamation becomes effective on the date shown in the certificate of amalgamation. The articles of amalgamation and the certificate of amalgamation are deemed to be the articles of incorporation and the certificate of incorporation of the amalgamated corporation.

Continuance – Import

A body corporate incorporated or continued otherwise than by or under an Act of Parliament may apply to the Director for a certificate of continuance if so authorized by the laws of its jurisdiction.

Continuance – Other Jurisdictions

A corporation which is authorized by its members and which establishes to the satisfaction of the Director that neither its creditors nor its members will be adversely affected may apply to the appropriate official or public body of another jurisdiction requesting that the corporation be continued as if it had been incorporated under the laws of that other jurisdiction.

Sale, Lease or Exchange of Property

Such as is the case under the CBCA, a sale, a lease or an exchange of all or substantially all of the property of a corporation other than in the ordinary course of its activities requires the authorization of the members by special resolution. Each membership in the corporation carries the right to vote whether or not it otherwise carries the right to vote. The members of a class or group of members are entitled to vote separately as a class or group in respect of the sale, lease or exchange only if the class or group is affected by the sale, lease or exchange in a manner different from the members of another class or group. The sale, lease or exchange must be authorized by the members of each class or group entitled to vote on it by special resolution.

Reorganization

In the context of an application regarding oppression, of the approval of a proposal under the Bankruptcy and Insolvency Act or of an application made under any other Act of Parliament that affects the rights among a corporation and its members and creditors, a court may require any amendment of the articles or by-laws of the corporation. Once the court order is made, articles of reorganization are sent to the Director who issues a certificate of amendment. The reorganization becomes effective on the date shown in the certificate of amendment.

Arrangement

When it is not practical for a corporation to effect a fundamental change in the nature of an arrangement under any other provision of the New Act, the corporation may apply to a court for an order approving an arrangement proposed by the corporation. Once the court order is made, articles of arrangement are sent to the Director who issues a certificate of arrangement. An arrangement becomes effective on the date shown in the certificate of arrangement.

Liquidation and Dissolution

A corporation that has not issued any memberships may be dissolved by resolution of all of the directors. A corporation that has no property and no liabilities may be dissolved by special resolution of the members voting by class or group, as applicable, whether or not the members are otherwise entitled to vote. A corporation that has property or liabilities or both may be dissolved by special resolution of the members voting by class or group, as applicable, whether or not the members are otherwise entitled to vote, provided that any money or other property has been distributed and any liabilities have been discharged. Articles of dissolution are thereafter sent to the Director who then issues a certificate of dissolution. The corporation ceases to exist on the date shown in the certificate of dissolution.

The Director may also dissolve a corporation which has not commenced its activities within the three years of its incorporation, which has not carried on its activities for three consecutive years, which has defaulted for one year in sending to the Director any fee, notice or other document required by the New Act or which does not have any directors due to the fact that they have resigned or have been removed.

A director or a member who is entitled to vote at an annual meeting of members may make a proposal for the voluntary liquidation and dissolution of the corporation. A special resolution of the members, voting by class or group, as applicable, whether or not the members are otherwise entitled to vote, must be adopted. Subsequently, a statement of intent to dissolve must be sent to the Director who thereafter issues a certificate of intent to dissolve. As of such time, the corporation ceases its activities, except to the extent necessary for its liquidation. If the certificate of intent to dissolve has not been revoked and if the corporation has followed the dissolution procedure, i.e., it has issued its notices of intent to dissolve, distributed its property and discharged its liabilities, the corporation sends its articles of dissolution to the Director; the Director issues a certificate of dissolution and the corporation ceases to exist on the date shown in the certificate of dissolution.

Any interested person, as defined under the New Act, namely a member, a director, an officer, an employee and a creditor of a dissolved corporation, may apply to the Director for the revival of any corporation dissolved under the New Act.

The court may also order, on the application of a member, the liquidation and dissolution of a corporation if it is satisfied, among other reasons, that the corporation or any of its affiliates is oppressive or unfairly prejudicial to, or unfairly disregards the interests of, any shareholder, creditor, director, officer or member.

Remedies

Among the various remedies offered by the New Act, we note the derivative action, and an oppression remedy comparable to what is offered under the CBCA.

A derivative action grants a complainant leave to bring an action in the name of and on behalf of the corporation or any of its subsidiaries, or to intervene in an action to which such a body corporate is a party, for the purpose of prosecuting, defending or discontinuing the action on its behalf.

The oppression remedy is an order made by a court, on the application of a complainant, if it is satisfied that a corporation or any of its affiliates is oppressive or unfairly prejudicial to, or unfairly disregards the interests of, any shareholder, creditor, director, officer or member, or causes such a result. In the context of such an application, the court has all the necessary latitude to render any order that it judges appropriate.

In both cases of the derivative action and the oppression remedy, a complainant means a former or present member or debt obligation holder of a corporation or any of its affiliates, a former or present registered holder or beneficial owner of a share of an affiliate of a corporation, a former or present director or officer of a corporation or any of its affiliates, the Director or any other person who, in the discretion of a court, is a proper person to make such an application.

Continuance of a Corporation Governed by Part II of the Canada Corporations Act

A body corporate to which Part II of the Canada Corporations Act applies must apply for a certificate of continuance in the three years following the coming into force of the New Act, i.e. before October 17, 2014. Otherwise, the Director may dissolve such a body corporate. A body corporate to which Part IV of the Canada Corporations Act applies must apply for its continuance under the Canada Business Corporations Act in the six months following the coming into force of the New Act, i.e. before April 17, 2012. Otherwise, such body corporate is dissolved on the expiry of such six-month period.

CONCLUSION

We would like to underline the dedicated work of the members of Corporations Canada in proposing this modern and leading-edge legislative framework. Although some of the provisions of the New Act could be slightly refined, the arrival of this New Act will easily outweigh the few irritants that may be alleviated by future amendments.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

Authors
Similar Articles
Relevancy Powered by MondaqAI
 
In association with
Related Topics
 
Similar Articles
Relevancy Powered by MondaqAI
Related Articles
 
Related Video
Up-coming Events Search
Tools
Print
Font Size:
Translation
Channels
Mondaq on Twitter
 
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
 
Email Address
Company Name
Password
Confirm Password
Position
Mondaq Topics -- Select your Interests
 Accounting
 Anti-trust
 Commercial
 Compliance
 Consumer
 Criminal
 Employment
 Energy
 Environment
 Family
 Finance
 Government
 Healthcare
 Immigration
 Insolvency
 Insurance
 International
 IP
 Law Performance
 Law Practice
 Litigation
 Media & IT
 Privacy
 Real Estate
 Strategy
 Tax
 Technology
 Transport
 Wealth Mgt
Regions
Africa
Asia
Asia Pacific
Australasia
Canada
Caribbean
Europe
European Union
Latin America
Middle East
U.K.
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.

Disclaimer

The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.

General

Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions