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May 2017 Archives

Effective Resignations by Directors

While it might seem easy, it is startling to see how much trouble directors get into as a result of ineffective resignations. The purpose of this short article is to explain why it is important for directors to resign clearly and effectively and how they can do that. 

A Primer on NFP Corporate Finance

There are both similarities and differences between the financing techniques and options open to not-for-profit corporations and for-profit business corporations. Notably, NFP corporations cannot raise funds by issuing shares, as an NFP corporation is a corporation without share capital. Other differences and similarities are discussed below.

Determining the Optimal Board Size

There are both legal and practical considerations to take into account in determining the optimal size of the board of directors. The legal parameters under the Canada Not-for-profit Corporations Act will be set out first, followed by some practical considerations for choosing the ideal board size within the permitted legal limits.

Ex Officio Directors

Ex officio directors, often found in legacy not-for-profit corporations, are prohibited by the Canada Not-for-profit Corporations Act.  

Defining Soliciting and Non-soliciting Corporations under the CNCA

A key to understanding the regulatory regime under the Canada Not-for-profit Corporations Act is to recognize that it differentiates among certain not-for-profit ("NFP") corporations and accords modest differential treatment depending on the defining characteristics of the corporation. In particular, the Act recognizes three types of federal NFP corporations:

CNCA Articles of Incorporation - Optional Elements

What follows is the final part of a two-part discussion on the content of articles of incorporation (Form 4001) under the Canada Not-for-profit Corporations Act ("CNCA"). Part I addresses the mandatory elements of the articles (namely, Boxes 1-4, 7 and 9). Part II addresses optional provisions (namely, Boxes 5, 6 and 8).

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