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Act honestly and with care
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Directors and officers act honestly and in good faith, in the society’s best interests, with the care a reasonable person would show.
Invest and borrow only as the bylaws allow, the way a prudent person would. Binds: BC societies.
The law’s own words
“A society may invest its funds only in accordance with its bylaws, or in an investment in which a prudent investor might invest, unless the bylaws prohibit that investment.”
BC Societies Act, s. 33 · Read it at BC Laws · Verified 2026-11-06
“A director of a society must, when exercising the powers and performing the functions of a director of the society, act honestly and in good faith with a view to the best interests of the society … exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances.”
BC Societies Act, s. 53(1) · Read it at BC Laws · Verified 2026-11-06
Directors and officers act honestly and in good faith in the corporation’s best interests — and members are dealt with fairly. Binds: Ontario not-for-profit corporations.
The law’s own words
“Every director and officer in exercising his or her powers and discharging his or her duties to the corporation shall, (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.”
Ontario Not-for-Profit Corporations Act, s. 43(1) · Read it at Ontario · Verified 2026-11-08
“Any disciplinary action or termination of membership must be done in good faith and in a fair and reasonable manner.”
Ontario Not-for-Profit Corporations Act, s. 51(2) · Read it at Ontario · Verified 2026-11-08
“For the purposes of subsection (2), a procedure is fair and reasonable if, (a) a member is given at least 15 days notice of a disciplinary action or termination with reasons; and (b) the member is given an opportunity to be heard, orally, in writing or in another format permitted by the corporation’s articles or by-laws, not less than five days before the disciplinary action or termination of membership becomes effective.”
Ontario Not-for-Profit Corporations Act, s. 51(3) · Read it at Ontario · Verified 2026-11-08
Directors and officers act honestly and in good faith in the corporation’s best interests, with the care a reasonably prudent person would show. Binds: Newfoundland and Labrador corporations.
The law’s own words
“A director and officer of a corporation in exercising his or her powers and discharging his or her duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.”
Corporations Act (Newfoundland and Labrador), s. 203(1) · Read it at Newfoundland and Labrador · Verified 2026-11-11
Corporations Act (Newfoundland and Labrador), section 203
“A director and officer of a corporation in exercising his or her powers and discharging his or her duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.” “A director and officer of a corporation shall comply with this Act, the regulations, articles, by-laws and a unanimous shareholder agreement.”
Source: House of Assembly — Corporations Act, RSNL 1990, c. C-36, s. 203 · Checked 2026-11-11
Corporations Act (Newfoundland and Labrador), section 422
“A corporation may have no fewer than 3 directors.”
Source: House of Assembly — Corporations Act, RSNL 1990, c. C-36, s. 422 · Checked 2026-11-11
Serve the company honestly; a director who does may be indemnified by the company, except where the cost came of the director’s own wilful neglect or default. Binds: Prince Edward Island companies without share capital (Part II of the Companies Act).
The law’s own words
“The directors of the company have full power in all things to administer the affairs of the company, and may make or cause to be made for the company any description of contract which the company may by law enter into.”
Companies Act (Prince Edward Island), s. 28 · Read it at Prince Edward Island · Verified 2026-11-11
“Any director, officer or servant of the company who knowingly makes, or assists in making any untrue entry in any such book, or refuses or neglects to make any proper entry therein, besides any criminal liability which he may thereby incur, is liable in damages for any loss or injury which any person interested may have sustained thereby.”
Companies Act (Prince Edward Island), s. 54 · Read it at Prince Edward Island · Verified 2026-11-08
“Every director of the company … may, with the consent of the company given at any general meeting, be indemnified and saved harmless out of the funds of the company from and against all costs, charges and expenses … in or about the execution of the duties of his office … except such costs, charges and expenses as are occasioned by his own wilful neglect or default.”
Companies Act (Prince Edward Island), s. 64 · Read it at Prince Edward Island · Verified 2026-11-08
Companies Act (Prince Edward Island), sections 28 and 64
“The directors of the company have full power in all things to administer the affairs of the company, and may make or cause to be made for the company any description of contract which the company may by law enter into.” “Every director of the company … may, with the consent of the company given at any general meeting, be indemnified and saved harmless out of the funds of the company from and against all costs, charges and expenses … in or about the execution of the duties of his office … except such costs, charges and expenses as are occasioned by his own wilful neglect or default.”
Source: Companies Act (Prince Edward Island), ss. 28, 64 · Checked 2026-11-11
Serve the company honestly; a director who does may be indemnified by the company, except where the cost came of the director’s own wilful neglect or default. Binds: New Brunswick companies without capital stock (Companies Act, s. 18).
The law’s own words
“Any director, officer, or servant of the company, who knowingly makes, or assists to make, any untrue entry in any such book, or refuses or neglects to make any proper entry therein, shall besides any criminal liability that he may thereby incur, be liable in damages for any loss or injury that any person interested may have sustained thereby.”
Companies Act (New Brunswick), s. 108 · Read it at New Brunswick · Verified 2026-11-11
“Any director, former director, officer or former officer of a company … may, with the consent of the company given at any general meeting of the company, from time to time and at all times be indemnified and saved harmless out of the funds of the company from and against all costs, charges and expenses whatsoever … in or about the execution of the duties of his or her office … except costs, charges or expenses that are occasioned by his or her own wilful neglect or default.”
Companies Act (New Brunswick), s. 95 · Read it at New Brunswick · Verified 2026-11-11
“The affairs of the company shall be managed by a board of not less than three directors.”
Companies Act (New Brunswick), s. 87(1) · Read it at New Brunswick · Verified 2026-11-11
“The directors of a company shall be shareholders or members of the company.”
Companies Act (New Brunswick), s. 87(1.1) · Read it at New Brunswick · Verified 2026-11-11
“(a) anyone who is less than nineteen years of age; (b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who is not an individual; (d) a person who has the status of bankrupt; or (e) a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada (i) in connection with the promotion, formation or management of a corporation, or (ii) involving fraud …”
Companies Act (New Brunswick), s. 87(1.2) · Read it at New Brunswick · Verified 2026-11-11
Companies Act (New Brunswick), section 87
“The affairs of the company shall be managed by a board of not less than three directors.” “The directors of a company shall be shareholders or members of the company.” “The following persons are disqualified from being a director of a company: (a) anyone who is less than nineteen years of age; (b) anyone who is of unsound mind and has been so found by a court in Canada or elsewhere; (c) a person who is not an individual; (d) a person who has the status of bankrupt; or (e) a person convicted of an offence under the Criminal Code (Canada) or the criminal law of any jurisdiction outside of Canada (i) in connection with the promotion, formation or management of a corporation, or (ii) involving fraud …”
Source: Companies Act (New Brunswick), ss. 87(1), 87(1.1), 87(1.2) · Checked 2026-11-11
Directors and officers act honestly and in good faith with a view to the corporation’s best interests, and exercise the care, diligence and skill a reasonably prudent person would exercise in comparable circumstances. They comply with the Act, the regulations, the articles and the by-laws. Binds: Manitoba corporations under The Corporations Act.
The law’s own words
“Every director and officer of a corporation in exercising his powers and discharging his duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.”
The Corporations Act (Manitoba), s. 117(1) · Read it at Manitoba · Verified 2026-11-08
“Every director and officer of a corporation shall comply with this Act and the regulations, the articles and by-laws, and any unanimous shareholder agreement.”
The Corporations Act (Manitoba), s. 117(2) · Read it at Manitoba · Verified 2026-11-08
The Corporations Act (Manitoba), section 117
“Every director and officer of a corporation in exercising his powers and discharging his duties shall (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.” “Every director and officer of a corporation shall comply with this Act and the regulations, the articles and by-laws, and any unanimous shareholder agreement.”
Source: Manitoba Laws — The Corporations Act, CCSM c C225, s. 117 · Checked 2026-11-08
Serve the corporation honestly and in good faith, with the care a reasonably prudent person would show, and keep to the Act, the regulations, the articles and the bylaws. Binds: Saskatchewan corporations under The Non-profit Corporations Act, 2022.
The law’s own words
“Every director and officer of a corporation in exercising the director’s or officer’s powers and discharging the director’s or officer’s duties shall: (a) act honestly and in good faith with a view to the best interests of the corporation; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-22(1) · Read it at Publications Saskatchewan · Verified 2026-11-08
“Every director and officer of a corporation shall comply with this Act, the regulations, articles, bylaws and any unanimous member agreement.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-22(2) · Read it at Publications Saskatchewan · Verified 2026-11-08
“No person shall make or assist in making a report, return, notice or other document required by this Act or the regulations to be sent to the Registrar or to any other person that: (a) contains an untrue statement of a material fact; or (b) omits to state a material fact required in the document or necessary to make a statement contained in the document not misleading in the light of the circumstances in which it was made.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 21-16(1) · Read it at Publications Saskatchewan · Verified 2026-11-08
“no provision in a contract, the articles, the bylaws or a resolution relieves a director or officer from the duty to act in accordance with this Act or the regulations or relieves the director or officer from liability for a breach of this Act or the regulations”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-22(3) · Read it at Publications Saskatchewan · Verified 2026-11-11
“Unless another Act expressly provides otherwise, no director or officer of a corporation is liable in a civil action for any loss suffered by any person.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-26(2) · Read it at Publications Saskatchewan · Verified 2026-11-11
“The limitation of liability mentioned in subsection (2) applies only if the director or officer was acting in good faith at the time of the act or omission giving rise to the loss.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-26(3) · Read it at Publications Saskatchewan · Verified 2026-11-11
A Yukon society stands on at least three directors, one ordinarily resident in Yukon, and a majority of them take no pay from the society beyond a director’s pay. Its directors manage it honestly and in its best interests, declare an interest and step back from it, and answer for money or property distributed against the Act. Binds: Yukon societies (Societies Act, SY 2018, c. 15).
The law’s own words
“A society must have at least three directors and at least one of the directors is to be ordinarily resident in Yukon.”
Societies Act (Yukon), s. 43 · Read it at Yukon Legislation · Verified 2026-11-09
“A majority of the directors of a society must not receive or be entitled to receive remuneration from the society or a subsidiary of the society under contracts of employment or contracts for services, other than remuneration for being a director.”
Societies Act (Yukon), s. 44 · Read it at Yukon Legislation · Verified 2026-11-09
“Subject to this Act, the regulations and the bylaws, the directors of a society must manage, or supervise the management of, the activities and internal affairs of the society.”
Societies Act (Yukon), s. 56 · Read it at Yukon Legislation · Verified 2026-11-09
“A director of a society must, when exercising the powers and performing the functions of a director of the society (a) act honestly and in good faith with a view to the best interests of the society; (b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances; (c) act in accordance with this Act and the regulations.”
Societies Act (Yukon), s. 57(1) · Read it at Yukon Legislation · Verified 2026-11-09
“A director to whom this section applies must (a) disclose fully and promptly to the other directors the nature and extent of the director’s interest; (b) abstain from voting on a directors’ resolution or consenting to a consent resolution of directors in respect of the contract, transaction or matter referred to in subsection (1)”
Societies Act (Yukon), s. 60(2) · Read it at Yukon Legislation · Verified 2026-11-09
“Directors who authorize a distribution referred to in subsection (1) are jointly and severally liable to restore to the society any money or other property that is so distributed and not otherwise recovered by the society.”
Societies Act (Yukon), s. 63(2) · Read it at Yukon Legislation · Verified 2026-11-09
“A society must not sell, lease or otherwise dispose of all or substantially all of its property unless the society has been authorized to do so by special resolution.”
Societies Act (Yukon), s. 97(1) · Read it at Yukon Legislation · Verified 2026-11-09