Non‐Profit Sectors

  • Canada has one of the largest and most vibrant nonprofit and voluntary sectors in the world.
  • It accounts for 6.8 percent of the nation's gross domestic product (GDP) and employs 12 percent of Canada's economically active population.
  • With the significant role nonprofit organizations play in Canadian life and the increasing demand for accountability in nonprofit organizations, more attention is being drawn to governance issues.

Thesis: Four Points for Non‐Profit Governance

  1. Good faith and best interests of the corporation parallel but are not identical to the tests articulated for profit corporations;
  2. Non‐profits are subject to corporate criminal liability which may be an ethical blind spot;
  3. There are risks of being a victim of fraud but also risks of non‐compliance on a corporate level;
  4. Matrix risk management is essential

Thesis: Four Points for Non‐Profit Governance

  1. Good faith and best interests of the corporation parallel but are not identical to the tests articulated for profit corporations;

Canada Not‐for‐profit Corporations Act (S.C. 2009, c. 23)

148 (1) Every director and officer of a corporation in exercising their powers and discharging their duties shall

(a) act honestly and in good faith with a view to the best interests of the corporation; and

(a) act honestly and in good faith with a view to the best interests of the corporation; and

(2) Every director and officer of a corporation shall comply with

(a) this Act and the regulations; and

(b) the articles, the by‐laws and any unanimous member agreement.

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