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MEMBERS ONLY: ELECTIONS BY BALLOT

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.

13.4 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 the Member Portal of Naturist Legacy's website to see the minutes from the 2014 Annual General Meeting. These minutes reveal how the election by ballot was 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, 2025 and 2026 Annual General Meetings.

DUTY TO COMPLY

Directors and officers 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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