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fiduciary duties

By Occasional Contributors | 2 Minutes Read June 27, 2016

Why do we need members? We have a board…

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.

Article by Occasional Contributors / Business, Not for Profit / board members, charity, directors and members, directors’ decisions, directors’ meetings, fiduciary duties, member class, membership rights, non-profit corporate statutes

By Occasional Contributors | 3 Minutes Read October 8, 2014

Being accountable: Fiduciary duties and the business judgment rule

On July 10, 2014, the Ontario Court of Appeal released an important decision regarding corporate governance and shareholders rights. In the case between Unique Broadband Systems Inc. and its former CEO and director, Gerald McGoey, the Court of Appeal clarified the fiduciary obligations on the part of officers and directors of both private and public companies as well as the limitation on the business judgment rule that limits a Court from “second guessing” decisions of management.

Article by Occasional Contributors / Business, Finance and Accounting, Payroll / Being accountable, Benjamin Na, Business Corporations Act, business judgment rule, CCAA, Clifford I. Cole, Companies’ Creditors Arrangement Act, compensation awards, contracting out of duties, contractual entitlement, corporate stakeholders, fiduciary duties, fiduciary obligations, golden parachute, Gowling Lafleur Henderson LLP, Gowlings, officers and directors of both private and public companies, Ontario Business Corporations Act, Patrick Shea, rebuttable presumption, shareholders rights, special meeting of shareholders

By Drache Aptowitzer LLP | 3 Minutes Read December 10, 2012

Taking matters into your own hands: dissolving before the government does it for you

Readers will know that the new Canada Not-for-Profit Corporations Act came into effect in 2011, bringing the regulation of not-for-profits into line with modern corporate legislation. This carries with it the onus to apply for continuance under the new Act by October 2014, or be dissolved.

Article by Drache Aptowitzer LLP / Business, Not for Profit / 2014, assets, Canada Not-for-profit Corporations Act, charitable status, charities, charity and tax law, CNCA, date of assessment, federally-incorporated registered charities, fiduciary duties, individual directors to certain liabilities, Internal Controls, involuntarily-revoked charity, liabilities, liability, regulation of not-for-profits, revocation tax, tax, tax assessment, the nature of bureaucracy, When a corporation is dissolved, wind-up, winding-up of a corporation

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