MEETING NOTICES

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 those by-laws was Section 19 - Meetings.

19.1 The board may at any time call a meeting of members for the transaction of any business. The general nature of the meeting will be specified in the notice of the meeting. Notice of meetings will be sent to each member at least two weeks in advance by mail or electronic mail, and published on the Corporation's website.

Log in to Member Central (the members area of Naturist Legacy's website) to see if the 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024 and 2025 meeting notices are posted there per Section 13.3(d) of the by‑laws.

If you find all of these meeting notices in Member Central, 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 have a legal 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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