MEMBER CENTRAL

The members area of Naturist Legacy's website (known as "Member Central") plays a key role in communicating vital information. As of November 1, 2025, the "Member Login" page of their website stated the following (see screenshot):

Member Central offers Naturist Legacy members exclusive access to a wide variety of club information including our events calendar, newsletters and corporate documents.

I encourage every Naturist Legacy member to log in now to see the latest events calendar, the latest club newsletters and the latest corporate documents.

Member Central was designed with maximum transparency and accountability in mind. Current and archived corporate documents posted there should include:

• the current by-laws

• the current fee schedule

• the current rules and policies

• minutes and reports from the latest Annual General Meeting

• minutes and reports from all previous Annual General Meetings

• documents and information as described below for the current year

• documents and information as described below for all previous years

FINANCIAL STATEMENTS
9.1 The Corporation will make available to the members the annual financial statements and other documents by (a) publishing the annual financial statements and documents on the Corporation's website...

NOMINATION CALLS
13.3(b) The nominating officer will have a call for nominations to the board announced by mail or electronic mail, and published on the Corporation's website.

CANDIDATES AND PROFILES
13.3(d) Immediately prior to the AGM the nominating officer will have the list of candidates and their profiles announced by mail or electronic mail, and published on the Corporation's website.

MEETING NOTICES
19.1 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 the documents and information that must be published there per the by-laws.

If you find all of it in Member Central, please congratulate your directors and officers for a job well done.

If some or all of it is 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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This website and Naturist Legacy's website each have password-protected areas that contain non-public information available exclusively to members.

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