Directors’ and Officers’ Duties and Liabilities Under the CNCA and the ONCA

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C.STATUTORY DUTIES

1.Duty to Manage or Supervise Management

•Directors are responsible for all aspects of the corporation’s operations on a joint and several basis

•To fulfill duties, directors must ensure:

–All aspects of the corporation’s operations are familiar, including attending directors’ and members’ meetings, ensuring proper delegation of directors’ powers, and reviewing minutes and resolutions or actions taken at missed meetings

–Provisions in both the CNCA and ONCA deem directors to have consented to any resolutions or actions taken at meetings, unless a dissent is recorded

–Certain directors’ powers cannot be delegated to officers, for example, approval of financial statements