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Naturist Legacy Inc. and its by-laws

Principled by-laws contributed to Naturist Legacy's early success.
Naturist Legacy Inc. is a non-profit (non-share) corporation. No one "owns" Naturist Legacy Inc. It's governed by a board of directors (elected by its membership), who are in turn governed by the corporation's by-laws (approved by its membership). The by-laws are the "DNA" of this corporation, and the board of directors are its brain, eyes, ears and hands.

This excerpt is from the "Naturist Legacy Inc. Business Fundamentals Guide" (PDF). I co-authored and edited this important document. It was published in February 2013.

According to law in the province of Manitoba, Naturist Legacy's board of directors must comply with their corporation's by-laws.

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.

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.

This excerpt is from Manitoba's Corporations Act as it appeared on January 1, 2020. See also Manitoba's Corporations Regulation (PDF).

By way of example, Naturist Legacy's by-laws require specific information to be posted at specific times on the corporation's website:

Yearly, the annual financial statements and documents (Section 9.1a).

Prior to each AGM, the call for nominations for election to the board of directors (Section 13.3b).

Prior to each AGM, the list of candidates for election to the board and their profiles (Section 13.3d).

At least two weeks prior to each AGM, the notice of meeting (Section 19.1).

DUTIES TOWARDS MEMBERS
Directors have certain duties to the members of the corporation. They must ensure that the corporation and its directors abide by the terms of its letter patent [articles] and bylaws, which have been considered by the courts as akin to a contract between the corporation and its members.

Directors must also treat all members equally (for instance, by fixing or collecting dues or enacting rules or bylaws), unless the best interests of the corporation clearly require otherwise.

Directors must tread especially carefully in the sensitive and litigation-rich area of members' discipline.

Before suspending, fining, expelling or refusing to readmit a member, directors must make sure that the bylaws of the corporation clearly empower them to do so, and that all the internal procedural steps they set out (notices, delays, inquest and recommendation by a committee, hearing, internal appeal, etc.) have been strictly adhered to.

The proceedings must afford a reasonable degree of procedural fairness i.e., fair play and good faith. The disciplined member should be given fair notice, and an opportunity be to be heard (and have counsel present) in his own defence by board members open to persuasion. Otherwise, the board's decision will be subject to review by a Court. Directors must be careful not to impinge on the member's reputation, for example by publicising at large his expulsion and the motives thereof, or by having a general meeting of members ratify it when a board resolution is sufficient according to the bylaws. They stand to be personally sued for damages if they do.

This excerpt is from the Primer for Directors of Not-for-Profit Corporations (PDF). It was published by Industry Canada in 2002.

Historical By-laws and Amending Documents

2010

Read the original Naturist Legacy Inc. By-laws (PDF) approved by members on September 11, 2010.

2011

ARTICLE 17(d)

Amendments to Article 17(d) are indicated by strikethrough deletions and underlined additions as follows:

17(d) If there are more candidates for director than there are positions, the election The election of directors shall be by secret ballot. The election officer referred to in these by-laws shall be responsible for the balloting process and shall act as scrutineer.
Purpose: To ensure that all elections of directors are by secret ballot, thereby assuring proper representation of members' voting rights per Schedule A.

This excerpt is from the Notice of By-law Amendments (PDF) dated November 7, 2011.

Read the amended Naturist Legacy Inc. By-laws (PDF) approved by members on November 26, 2011.

2012

ARTICLE 16(e)

Amendments to Article 16(e) are indicated by strikethrough deletions and/or underlined additions as follows:

16(e) Those persons seeking election to the position of director will be required to demonstrate and fulfill certain skill sets and working criteria that will be predetermined by the standing board of directors, as they are needed to fulfill the working mandate of the corporation. The corporation, through its nominating officer, will disclose and make available such criteria in reasonable time that the nominating officer may find suitable candidates. For the good of the corporation, the majority of directors shall at all times be comprised of individuals possessing extensive business experience, briefly defined as:
(1) Having worked in a management or professional position within the private or corporate sector, and/or

(2) Having owned or operated a successful company, and

(3) Possessing direct experience with and understanding of the financial, accounting, marketing and operational functions of a corporation or private sector organization or business.

Purpose: To ensure that the majority of directors will always possess the knowledge and experience necessary to effectively manage the often complex business and financial affairs of the corporation.

This excerpt is from the Notice of By-law Amendments (PDF) dated September 24, 2012.

Read the amended Naturist Legacy Inc. By-laws (PDF) approved by members on October 13, 2012.

2013

No amendments.

2014

SECTION 9 - FINANCIAL STATEMENTS AND DOCUMENTS
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 Corporations website, and

(b) providing a copy the annual financial statements and documents by mail or electronic mail to any member upon request.

New: Adds a [provision] requiring the corporation to make financial statements and other documents available.

This excerpt is from Schedule A (PDF), an attachment to the Notice of By-law Changes (PDF) dated October 24, 2014.

SECTION 22 - DISPUTE RESOLUTION
22.1 Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved according to mediation and/or arbitration according to this section.

22.2 In the event that a dispute or controversy among members, directors or officers of the Corporation arising out of or related to the Articles or this by-law, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the members, directors or officers of the Corporation contained in the Articles, this by-law or the law, and as an alternative to the person instituting a law suit or legal action, the dispute or controversy will be settled by a process of dispute resolution as follows:

1. The dispute or controversy will first be submitted to a panel of mediators where the one party appoints one mediator, the other party appoints one mediator, and the two appointed mediators jointly appoint a third mediator. The three mediators will then meet with the parties in an attempt to mediate a resolution.

2. The number of mediators may be reduced from three to one or two upon agreement of the parties.

3. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute will be settled by arbitration before a single arbitrator, who will not be any one of the mediators referred to above, according to The Arbitration Act of Manitoba (C.C.S.M. c. A120) or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration will be kept confidential and there will be no disclosure of any kind. The arbitrator's decision will be final and binding and will not be subject to appeal on a question of fact, law or mixed fact and law.

4. All costs of the mediators appointed will be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed will be borne by the parties as may be determined by the arbitrators.

New: Adds dispute resolution provisions.

This excerpt is from Schedule A (PDF), an attachment to the Notice of By-law Changes (PDF) dated October 24, 2014.

Read the amended Naturist Legacy Inc. By-laws (PDF) approved by members on November 8, 2014.

Questions? Write to or send a private message.

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