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MEMBERS ONLY: FINANCIAL STATEMENTS AT THE AGM

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 14 - Officers.

14.3 The treasurer will be responsible for the custody of the Corporation’s funds and other duties in connection with the finances of the Corporation as the board may determine from time to time. The treasurer will prepare and present a financial statement and an up-to-date statement of income and disbursements of the Corporation for the current year, and a budget for the following fiscal year at each AGM.

Financial statements as prescribed in The Corporations Act must be provided to members by the board of directors at every Annual General Meeting.

149(1) The directors of a corporation shall place before the shareholders at every annual meeting

(a) comparative financial statements as prescribed relating separately to
(i) the period that began on the date the corporation came into existence and ended not more than six months before the annual meeting or, if the corporation has completed a financial year, the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting, and
(ii) the immediately preceding financial year;

(b) the report of the auditor, if any; and
(c) any further information respecting the financial position of the corporation and the results of its operations required by the articles, the by-laws or any unanimous shareholder agreement.

Financial statements provided to members at each Annual General Meeting must include at least four documents as prescribed in the Corporations Regulation.

12(1) The financial statements referred to in section 149 of the Act shall include at least

(a) a balance sheet;
(b) a statement of retained earnings;
(c) an income statement; and
(d) a statement of changes in financial position.

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 AGM financial statements are posted there per Section 14.3 of the by-laws, Section 149(1) of The Corporations Act and Section 12(1) of the Corporations Regulation.

If you find all of these financial statements (as prescribed) in the Member Portal, please congratulate your directors and officers for a job well done.

If some or all of them (as prescribed) 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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