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2.Duty
to Comply with the Incorporating Statute
•Directors must
comply with all applicable acts and regulations
and the corporation’s governing documents (articles, by-laws, and unanimous member agreement (“UMA”), if applicable)
•Under the CNCA,
directors must additionally verify the lawfulness
of the articles and the purpose of the corporation
(no equivalent provision in the ONCA)
3.Duties
to Members
•Directors also
have certain duties to the members of the
corporation, although it is not specifically a fiduciary relationship
•Case law affirms
that relationship between a corporation
and members is an implicit contractual obligation
to comply with the constating documents and
by-laws
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