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THE MEMBERS ONLY FILES

MEMBERS

CORPORATE FILINGS

Being a director or officer of a non-profit corporation — even a small one like Naturist Legacy Inc. — is no easy job. There's always a ton of things that need doing, and many of them need doing at very specific times. It's a lot to remember. This page offers a friendly reminder concerning a few of those things.

Naturist Legacy Inc. was registered in the Province of Manitoba as a non-share (non-profit) corporation on July 26, 2010. The Corporations Act requires that registered corporations submit certain legal filings as stipulated therein.

CHANGE OF DIRECTORS

108(1) Within 15 days after a change is made among its directors, a corporation shall send to the Director a notice, in the form the Director requires, setting out the change, and the Director shall file the notice.

108(2) Any interested person, or the Director, may apply to a court for an order to require a corporation to comply with subsection (1), and the court may so order and make any further order it thinks fit.

Naturist Legacy Inc. must therefore notify the Companies Office within 15 days after the election, appointment, resignation or removal of a director or directors.

Check the corporate filings in the appendix below to see a historical record of when the Companies Office was notified concerning changes to Naturist Legacy's board of directors.

ANNUAL RETURN

121(1) Every body corporate required to register under this Act shall, on or before the prescribed date, send to the Director an annual return in the form the Director requires, and the Director shall file it.

121(2) A director, officer, or agent of the body corporate shall sign the return under subsection (1) and certify it to be correct.

8(2) The prescribed date for the purposes of sending an annual return to the Director is a date not later than the last day of the month immediately following the anniversary month.

Naturist Legacy Inc. must therefore send an annual return to the Companies Office on or before August 31 of each year.

Check the corporate filings in the appendix below to see a historical record of when the Companies Office received Naturist Legacy's annual returns.

DEFAULT

205(1) Subject to subsections (2) and (5), the Director may dissolve a corporation by issuing a certificate of dissolution under this section, or may apply to the court for an order dissolving the corporation, if

(a) the corporation is in default for a period of two consecutive years in sending the Director any notice or document required by this Act . . .

Check the corporate filings in the appendix below to see a historical record of Naturist Legacy's compliance status (active or default).

A DUTY TO COMPLY

Directors and officers have a duty to comply with their by-laws, their articles of incorporation, The Corporations Act and the Corporations Regulation.

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 detail of the law 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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APPENDIX: HISTORICAL FILINGS BY YEAR

Annual returns must be submitted by August 31 of each year.

Changes of directors must be reported within 15 days after the election, appointment, resignation or removal of a director or directors.

2010
2010 Articles of Incorporation ... July 26, 2010

2011
2011 Annual Return ... August 8, 2011

2012
2012 Annual Return ... August 15, 2012

2013
2013 Annual Return ... August 15, 2013

2014
Change of Directors ... January 14, 2014
Change of Directors ... January 14, 2014
2014 Annual Return ... August 19, 2014

2015
2015 Annual Return ... August 6, 2015

2016
2016 Annual Return ... August 13, 2016
Change of Directors ... November 18, 2016
Change of Directors ... November 18, 2016

2017
File Summary ... January 20, 2017
2017 Annual Return ... August 23, 2017

2018
File Summary ... June 20, 2018
File Summary ... November 7, 2018

2019
File Summary ... September 24, 2019

2020
File Summary ... January 17, 2020
File Summary ... December 8, 2020

2021
File Summary ... October 23, 2021

2022
File Summary ... May 13, 2022
File Summary ... December 15, 2022

2023
File Summary ... July 24, 2023
File Summary ... December 15, 2023

2024
File Summary ... January 29, 2024
File Summary ... March 1, 2024
File Summary ... April 2, 2024
File Summary ... May 1, 2024
File Summary ... June 3, 2024
File Summary ... July 2, 2024
File Summary ... August 1, 2024
File Summary ... September 3, 2024
File Summary ... October 1, 2024
File Summary ... November 1, 2024
File Summary ... December 2, 2024

2025
File Summary ... January 1, 2025
File Summary ... February 1, 2025
File Summary ... March 1, 2025
File Summary ... April 1, 2025
File Summary ... May 1, 2025
File Summary ... June 1, 2025
File Summary ... July 1, 2025
File Summary ... August 1, 2025
File Summary ... September 1, 2025
File Summary ... October 1, 2025
File Summary ... November 1, 2025

This collection of corporate filings was obtained from the Companies Office. These are public documents. This collection is not exhaustive.

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