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Naturist Legacy's website (for members)

This page is for Naturist Legacy members, directors and officers.

The Member Portal on Naturist Legacy's website (formerly "Member Central") plays a key role in communicating vital information to members.

According to their Portal Login page, "Our Member Portal offers Naturist Legacy members exclusive access to events calendars, newsletters, and corporate documents." I encourage members to visit Naturist Legacy's website and log in to see the latest events calendars, the latest newsletters and the latest corporate documents.

The members area of Naturist Legacy's website was originally designed with maximum transparency and accountability in mind. Corporate documents should include the current by-laws, the current fee schedule, the current rules and policies, the minutes from the latest AGM, archived minutes from all previous AGMs, and other important documents as outlined below.

Time sensitive information

Beginning in 2014, Naturist Legacy's by-laws have required certain information to be published on the corporation's website, and at specific times. The relevant sections of the by-laws are quoted and linked below.

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

The board complied with Section 9.1(a) in 2014 by posting links on the "Corporate" page of the former "Member Central" to the 2014 Budget Report, the 2014 Balance Sheet and the 2014 Income Statement.

The board complied with Section 9.1(a) in 2015 by posting links on the "Corporate" page of the former "Member Central" to the 2015 Budget Report, the 2015 Balance Sheet and the 2015 Income Statement.

I encourage members to visit Naturist Legacy's website and log in to see the 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024 and 2025 year end balance sheets, income statements and budget reports.

Election of directors: Call for nominations

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. The call will include the election date, the working criteria for standing for election as a director previously set by the existing board and the deadline established by the board for the submission of nominations. The nominating officer will ensure that the announcement and publication of the call provides sufficient time for members to submit nominations before the deadline.

I encourage members to visit Naturist Legacy's website and log in to see the 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024, 2025 and 2026 calls for nominations.

Election of directors: List of candidates and their 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.

I encourage members to visit Naturist Legacy's website and log in to see the 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024, 2025 and 2026 lists of candidates and their profiles.

Notice of 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. Meetings of members may be held at any time or place without notice if all the members are present or represented by proxy. Any business may be transacted at that meeting. For the purpose of sending notice to any member, director, officer, member of a committee of the board or accountant of the Corporation for any meeting or otherwise, the address of that person will be his last mailing address or electronic mail address recorded on the books of the Corporation.

I encourage members to visit Naturist Legacy's website and log in to see the 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024, 2025 and 2026 notices of meetings.

BOTTOM LINE

If you find all of these financial statements, nomination calls, candidates lists and meeting notices in the Member Portal, 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 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.

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