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...
While organizations have broad discretion to conduct their affairs as they see fit, courts may intervene if an organization’s conduct is unfair or oppressive. A recent case involving a Saskatchewan non–profit is a brief primer on the statutory oppression remedy, and is reminder that this remedy may be available in both non–profit and for–profit corporate statutes.
The relationship between non-profit members and directors is sometimes akin to the relationship between parents and their newly-licensed teen-aged drivers. The key to the family car grants the teenager new freedoms, but sometimes, a parent’s only option is to reclaim the key. Members elect or appoint directors, delegating to them the power to manage the corporation. Corporate statutes and by-laws restrict the ability of members to participate in the management of the corporation once the directors hold the reins. Often, the only way for members to effect changes that the board opposes, is to reclaim the reins, by removing existing directors and appointing more amenable ones. http://canlii.ca/t/gh81g" target="_blank">Vaughan Community Health Centre Corporation v Annibale (2015 ONSC 2559 (CanLII)), recently examined the roles of members and directors, and the importance of adhering to corporate by-laws and statutes.
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