Naturist Legacy Inc. and its leadershipCapable and intensely dedicated leadership contributed to Naturist Legacy's early success.
But not everyone shared that view. Where most saw doom and gloom, there were those with business skills who saw opportunity. To them, that $12,000 was not all that we had, but was actually seed money to grow something new. Where others saw limitation, they saw opportunity.
With that Board's support and encouragement, John [Kundert] and I brainstormed through all hours of the night, for days and weeks on end. From endless hours of research and debate we gradually honed our plan. We continued to bring plans and ideas and concepts back to the Board, and from them seek support and input. In the end, only a small portion of that original $12,000 in seed money was needed to generate more than $200,000 worth of investment in our new home — Naturist Legacy Park. That's what people with business backgrounds can do in action. We saw opportunity and potential where most others would have seen limitations or the end of the road. It's those business skills that have brought us back from the abyss, and that have established our new home. It's those business skills that have earned the trust of the membership to properly care for their investments — large and small — and to use them to utmost advantage in order to ensure our immediate and long-term success....
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.
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