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MEMBERS ONLY: CANDIDATE PROFILES

This page is for Naturist Legacy members, directors and officers.

Being a director or officer of a non-profit corporation — even a small one like Naturist Legacy — is no easy job. There's always a ton of things that need to be done, and many of these things need to be done at very specific times.

Naturist Legacy's by-laws underwent a major revision in 2014. Included in these by-laws was Section 13 - Election Of Directors and the subsection below.

13.3(d) Immediately prior to the AGM the nominating officer will have the list of candidates and their profiles announced by mail or electronic mail, and published on the Corporation's website.

Log in to the Member Portal of Naturist Legacy's website to see if the 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024, 2025 and 2026 lists of candidates and their profiles are posted there per Section 13.3(d) of the by‑laws.

If you find all of these lists of candidates and their profiles in the Member Portal, please congratulate your directors and officers for a job well done.

If some or all of them are missing, please remind your directors and officers that they are required by law to comply with The Corporations Act, the Corporations Regulation, their articles of incorporation and their by-laws.

Duty to comply
117(2) Every director and officer of a corporation shall comply with this Act and the regulations, the articles and by-laws, and any unanimous shareholder agreement.

No exculpation
117(3) Subject to subsection 140(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves him from liability for a breach thereof.

Why is obedience to even the smallest details of Naturist Legacy's by-laws and Manitoba's laws and regulations so important?

In legal proceedings, adherence to good governance practice will not necessarily provide a complete defence. Where, however, a corporation or director can point to having followed an established practice in keeping with good governance, or to have chosen a course in an effort to achieve good governance, this often provides a highly persuasive argument in the corporation or director's favour.

Read this and more in the Primer for Directors of Not-for-Profit Corporations.

ADDITIONAL READING

Article: Dirty Little Secrets

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