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4.Use
of Unanimous Member Agreement (UMA)
•A feature
exclusive to the CNCA, an agreement which restricts, in whole or in part, the powers of the directors to manage, or supervise the management of, the activities and affairs of the corporation
•Members may
only enter into a UMA if they are members of
a non-soliciting corporation (meaning the corporation receives less than the prescribed amount of $10,000 in gross annual revenues)
•Parties to the
UMA who are given those powers have all the
rights, powers, duties and liabilities of a director of the corporation, thereby presumably relieving the director from responsibility
•However, since
the director’s duties arise under the common
law, it may be that such an agreement is deemed
unenforceable from the standpoint of relieving
the director from all liability
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