www.carters.ca
www.charitylaw.ca
•To Whom
is the fiduciary duty owed?
–The
Corporation
§Case law has affirmed that
directors of charities and not-for-profit corporations are in
a fiduciary relationship to the corporation, not to its members
–Duties
owed to Members
§Directors also have
certain duties to the members of the
corporation, although it is not specifically
a fiduciary relationship
§Directors must
ensure that the corporation abide by the
terms of its letter patent and by-laws
§Case law affirms
that relationship between corporation
and members is an implicit contractual
obligation to comply with the constating
documents and by-laws
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