ELECTIONS BY BALLOT

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 one of those things.

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.

13.4 The process for election of directors at the AGM shall be as follows:

(a) The election shall be supervised by the election officer appointed by the board.
(b) Prior to the election, each candidate standing for election as a director will have the opportunity to address the AGM.
(c) The election of directors will be held by ballot vote. The election officer will be responsible for the balloting process and will act as scrutineer.
(d) The election will follow conventional rules of order.
(e) The election officer will post the results immediately following the election.

Log in to Member Central (the members area of Naturist Legacy's website) to see the minutes from the 2014 Annual General Meeting. These minutes reveal the results of the election by ballot conducted per Section 13.4(c) of the by-laws.

You should also be able to see archived minutes and election results from the 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024 and 2025 Annual General Meetings.

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 in the by-laws 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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