Our incorporated charity and non-profit clients often wonder why they need members. Organizations with few governance participants, either because they are small or because they are controlled by a small group, sometimes wonder if they may operate with only a board. Our US clients looking to set up a Canadian affiliate or interact with existing Canadian charities are often accustomed to non-profit corporate statutes that allow a corporation to have only a self -perpetuating board without any members.
The current CEO and one former CEO of Toshiba Corp. resigned this week in connection with the accounting scandal the company has been embroiled in since May. Senior executives are alleged to have pressured subordinates to meet unachievable financial targets, leading the company to overstate its earnings by more than USD $1.2-billion between 2008 and 2014.
Under the recently enacted Canada Not-for-profit Corporations Act, directors and board members can pass resolutions without holding actual meetings. Many organizations will likely find this measure convenient, particularly where members are often unavailable for meetings due to time and distance.
Established in 1995, First Reference Inc. (known as La Référence in Quebec) provides Canadian organizations of any size with practical and authoritative resources to help ensure compliance.