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www.charitylaw.ca
K. RETAINING
DIRECTORS THROUGH PROTECTION
Statutory Due Diligence Defence
•Nothing under either the CCA or
OCA
•CNCA
–Directors
provided with “reasonable diligence” defence
–Directors are
not liable if they exercise the care, diligence
and skill that a reasonably prudent person
would have exercised in comparable circumstances
§reliance in good faith on the corporation’s financial statements or the report of “a person whose profession lends credibility to a statement made by that person”
–But must comply with CNCA,
regulations, articles, by-laws and any unanimous member
agreement
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