is a brief summary of the more important Liability Issues
A corporation is required to maintain of these changes:
The CNCA sets out the common law
a registered office in the province specified
Directors and members can act by duty of directors and officers to act
in its articles unless the articles are
amended to specify another province.
or accountant where a statement has been
submitted giving reasons for opposing or
directors are set out in the CNCA,
including those relating to a payment or
The CNCA contains many provisions resigning his/her removal;
distribution to a member, director or
regarding the composition of the board of
Directors cannot vote by proxy. officer contrary to the CNCA; a payment
directors. For soliciting corporations a
minimum of three directors is required, at
least two of whom are not officers or
However members can if the bylaws so
of an indemnity contrary to the CNCA;
and debts not exceeding six months’
employees of the corporation or its
affiliates. Non-soliciting corporations are
only required to have a minimum of one
A quorum for meetings of directors is
a majority unless the articles or bylaws
otherwise provide. With respect to
members’ meetings, a quorum is a
wages payable to an employee for services
performed for the corporation.
Staggered terms are permitted, but
the regulations prescribe a maximum
majority unless the bylaws so provide;
officers for losses suffered as a result of
third party actions, but are an improvement
term limit of 4 years, although directors
Teleconference meetings are permitted over the CCA provisions, as they explicitly
apply as well to former directors. In
are entitled to continue in office until forbothdirector’sandmember’smeetings.
such time as their successors are elected.
An important change from the CCA is member agreement” is available
that ex-officio directors are not permitted.
The mechanism of a “unanimous
members under the CNCA. Through this
addition these provisions are extended to
those acting at the corporation’s request as
a director or officer or in a similar capacity
of another entity. The CNCA specifically
If a quorum of directors is in existence instrument, all members of a non-
the directors can fill a vacancy but where
the “vacancy” results from an increase in
soliciting corporation can agree, if they so
choose, to restrict the powers of the
permits corporations to purchase insurance
to benefit directors and officers.
The common law due diligence
the minimum or maximum numbers of
directors provided for in the articles or a
failure to elect the number or the
minimum number of directors specified
in the articles, then the directors cannot
fill such a vacancy.
circumstances, including where the
director relied on professional advisors.
elected has a maximum of one year term
Directors and officers are required to
The CNCA codifies the director’s
and no more than 1/3 of the elected
directors from the last annual meeting of
members can be elected in this manner.
Meetings of Directors and Members
There are a number of significant
Elena Hoffstein is a partner at the law firm
to meetings of
in the common law duty of loyalty – an
issue increasingly relevant to directors of
directors and of members. The following
Fasken, Martineau DuMoulin LLP.