First Reference company logo

Inside Internal Controls

News and discussion on implementing risk management

machine cogs image

directors

Small change large consequences: Ontario’s regulatory change to the payment of directors

Directors simply cannot benefit from the property of a charity whether registered or not, either directly or indirectly. This article explains why and details recent amendments to Ontario’s rules to allow charities to pay directors for goods and services rendered.

 

, , , , , , , , , , , , , , , ,

Supreme Court clarifies test for personal liability of directors for oppressive conduct

The general principles articulated by the Supreme Court may help guide directors and counsel in considering whether corporate conduct could lead to personal liability in future cases.

 

, , , , , , , ,

Non-profit members and directors must adhere to corporate statutes and by-laws

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.

 

, , , , , , , , , , , , ,

To each their own: Provincial rules which apply specifically to charities

Those running a charity could be forgiven for thinking that there are no provincial rules which apply specifically to charities. In fact, this is not the case and we have written several times about such laws as the fundraising rules in Alberta or the registration of a charity in Quebec. However, there are other rules which may affect charities and which may have particular relevance when crossing borders. One such set of rules is contained within the Trustee Acts of various provinces. Generally speaking, the Trustee Acts will apply when a charity holds funds regardless of whether it is incorporated.

 

, , , , , , , , , , , ,

Another look at governance disclosure

Despite the rosy picture the CSA paints, I’m not surprised that many organizations are falling short of their governance disclosure obligations. With respect to National Instrument 58-101 – Disclosure of Corporate Governance Practices, the CSA found “unacceptable” shortcomings in 55 percent of reviewed organizations’ disclosures, compared to 36 percent in 2007. In this instance, reporting is getting much worse, not better.

 

, , , , , , , , , ,