A corporation is of course an abstract entity. It is a legal person, but can only act through human beings. Certain causes of action, such as fraud or knowing assistance of a breach of trust, have a knowledge requirement: the defendant can only be held liable if he or she – or it, in the case of a corporation – has knowledge of certain facts. How can a corporation be held liable for having certain knowledge if it has no brain to possess that knowledge?
There are increasing pressures on not-for-profit boards to implement effective governance practices. The growth in the sector and the increase in financial, cybersecurity, and other risk factors have fuelled pressures on not-for-profits to be more accountable to its members, donors and other stakeholders.
On September 28, 2016, the Canadian federal government introduced Bill C–25: An Act to amend the Canada Business Corporations Act et al. The proposed amendments are the culmination of the first substantive review of the Canada Business Corporations Act in 15 years and are the result of a consultation process initiated in 2013. The stated objectives of the proposed amendments are to, among other things...