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Declare an interest
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A director with a stake in a decision says so, and takes no part in deciding it.
A director with a stake in a decision says so, and takes no part in deciding it. Binds: BC societies.
The law’s own words
“A director to whom this section applies must disclose fully and promptly to the other directors the nature and extent of the director’s interest, abstain from voting on a directors’ resolution … in respect of the contract, transaction or matter …”
BC Societies Act, s. 56(2) · Read it at BC Laws · Verified 2026-11-06
A director or officer of an Ontario corporation who stands on the other side of a material contract with the corporation discloses the nature and extent of the interest — to the corporation, or into the minutes of the directors’ meeting — and takes no part in the meeting or the vote that decides it. Binds: Ontario not-for-profit corporations.
The law’s own words
“A director or officer of a corporation who, (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose to the corporation or request to have entered in the minutes of meetings of the directors the nature and extent of his or her interest.”
Ontario Not-for-Profit Corporations Act, s. 41(1) · Read it at Ontario · Verified 2026-11-10
“A director referred to in subsection (1) shall not attend any part of a meeting of the directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is, (a) one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (b) one for indemnity or insurance under section 46; or (c) one with an affiliate.”
Ontario Not-for-Profit Corporations Act, s. 41(5) · Read it at Ontario · Verified 2026-11-10
Ontario Not-for-Profit Corporations Act, section 41
“A director or officer of a corporation who, (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose to the corporation or request to have entered in the minutes of meetings of the directors the nature and extent of his or her interest.” “A director referred to in subsection (1) shall not attend any part of a meeting of the directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is, (a) one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (b) one for indemnity or insurance under section 46; or (c) one with an affiliate.”
Source: Ontario Not-for-Profit Corporations Act, ss. 41(1), 41(5) · Checked 2026-11-10
A director or officer who stands on the other side of a material contract with the corporation discloses the nature and extent of the interest — in writing, or entered in the minutes of the directors’ meeting. A general notice can stand as the declaration. The Act names the contracts an interested director may still vote on, and a court may set aside a contract whose interest was never disclosed. Binds: Newfoundland and Labrador corporations.
The law’s own words
“A director or officer of a corporation (a) who is a party to a material contract or proposed material contract with the corporation; or (b) who is a director or an officer of or has a material interest in a person who is a party to a material contract or proposed material contract with the corporation, shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest.”
Corporations Act (Newfoundland and Labrador), s. 198(1) · Read it at Newfoundland and Labrador · Verified 2026-11-11
“A director referred to in subsection (1) may vote on a resolution to approve the contract where the contract is (a) an arrangement by way of security for money lent to or obligations undertaken by the director for the benefit of the corporation or an affiliate; (b) a contract relating primarily to his or her remuneration as a director, officer, employee or agent of the corporation or an affiliate; (c) a contract for indemnity or insurance under sections 205 to 209; or (d) a contract with an affiliate.”
Corporations Act (Newfoundland and Labrador), s. 198(5) · Read it at Newfoundland and Labrador · Verified 2026-11-11
“For the purposes of section 198, a general notice to the directors by a director or officer that declares that the director or officer is a director or officer of or has a material interest in a person and is to be regarded as interested in a contract made with that person is a sufficient declaration of interest in relation to a contract so made.”
Corporations Act (Newfoundland and Labrador), s. 199 · Read it at Newfoundland and Labrador · Verified 2026-11-11
“Where a director or officer of a corporation fails to disclose his or her interest in a material contract in accordance with section 198 or 199, a court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on the terms that it thinks appropriate.”
Corporations Act (Newfoundland and Labrador), s. 201 · Read it at Newfoundland and Labrador · Verified 2026-11-11
Corporations Act (Newfoundland and Labrador), sections 198, 199 and 201
“A director or officer of a corporation (a) who is a party to a material contract or proposed material contract with the corporation; or (b) who is a director or an officer of or has a material interest in a person who is a party to a material contract or proposed material contract with the corporation, shall disclose in writing to the corporation, or request to have entered in the minutes of meetings of directors, the nature and extent of his or her interest.” “For the purposes of section 198, a general notice to the directors by a director or officer that declares that the director or officer is a director or officer of or has a material interest in a person and is to be regarded as interested in a contract made with that person is a sufficient declaration of interest in relation to a contract so made.” “Where a director or officer of a corporation fails to disclose his or her interest in a material contract in accordance with section 198 or 199, a court may, upon the application of the corporation or a shareholder of the corporation, set aside the contract on the terms that it thinks appropriate.”
Source: House of Assembly — Corporations Act, RSNL 1990, c. C-36, ss. 198, 199, 201 · Checked 2026-11-11
A director or officer who stands on the other side of a material contract with the corporation declares the nature and extent of the interest — in writing to the corporation, or into the minutes of the directors’ meeting. Binds: Manitoba corporations under The Corporations Act.
The law’s own words
“A director or officer of a corporation who (a) is a party to a material contract or proposed material contract with the corporation; or (b) is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the corporation; shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest.”
The Corporations Act (Manitoba), s. 115(1) · Read it at Manitoba · Verified 2026-11-08
“For the purposes of this section, a general notice to the directors by a director or officer, declaring that he is a director or officer of or has a material interest in a person and is to be regarded as interested in any contract made with that person, is a sufficient declaration of interest in relation to any contract so made.”
The Corporations Act (Manitoba), s. 115(6) · Read it at Manitoba · Verified 2026-11-08
The Corporations Act (Manitoba), section 115
“A director or officer of a corporation who (a) is a party to a material contract or proposed material contract with the corporation; or (b) is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the corporation; shall disclose in writing to the corporation or request to have entered in the minutes of meetings of directors the nature and extent of his interest.”
Source: Manitoba Laws — The Corporations Act, CCSM c C225, s. 115 · Checked 2026-11-08
A director or officer of a Saskatchewan corporation who stands on the other side of a material contract with the corporation discloses the nature and extent of the interest — in writing, or into the minutes of the directors’ meeting — and does not vote on the resolution that approves it, the remuneration, indemnity and affiliate contracts aside. Binds: Saskatchewan corporations under The Non-profit Corporations Act, 2022.
The law’s own words
“A director or officer of a corporation shall disclose to a corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the corporation, if the director or officer … has a material interest in a party to the contract or transaction.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-20(1) · Read it at Publications Saskatchewan · Verified 2026-11-11
“A director required to make a disclosure pursuant to subsection (1) shall not vote on any resolution to approve the contract or transaction unless the contract or transaction: (a) relates primarily to the director’s remuneration as a director, officer, employee or agent of the corporation or an affiliate; (b) is for indemnity or insurance pursuant to section 9-24; or (c) is with an affiliate.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-20(5) · Read it at Publications Saskatchewan · Verified 2026-11-11
“The members of the corporation may examine the portions of any minutes of meetings of directors or of committees of directors that contain disclosures pursuant to this section, and any other records that contain those disclosures, during the usual business hours of the corporation.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-20(7) · Read it at Publications Saskatchewan · Verified 2026-11-11
The Non-profit Corporations Act, 2022 (Saskatchewan), sections 9-20 and 9-22
“A director or officer of a corporation shall disclose to a corporation, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the corporation …” “A director required to make a disclosure pursuant to subsection (1) shall not vote on any resolution to approve the contract or transaction unless the contract or transaction: (a) relates primarily to the director’s remuneration as a director, officer, employee or agent of the corporation or an affiliate; (b) is for indemnity or insurance pursuant to section 9-24; or (c) is with an affiliate.” “The members of the corporation may examine the portions of any minutes of meetings of directors or of committees of directors that contain disclosures pursuant to this section, and any other records that contain those disclosures, during the usual business hours of the corporation.” “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”
Source: The Non-profit Corporations Act, 2022 (Saskatchewan), ss. 9-20(1), 9-20(5), 9-20(7), 9-22(3) · Checked 2026-11-11
A director may acquire rights in the property under the legal person’s administration, or enter into a contract with it. The director tells the legal person at once, giving the nature and value of the rights being acquired, and asks that the fact be recorded in the minutes; the director stays out of the discussion and the vote on the question, except in case of necessity. The rule does not reach a director’s own remuneration or conditions of employment. Binds: Quebec legal persons (Civil Code of Québec).
The law’s own words
“A director may, even in carrying on his duties, acquire, directly or indirectly, rights in the property under his administration or enter into contracts with the legal person.”
Act respecting the Civil Code of Québec (S.Q. 1991, c. 64) — Civil Code of Québec, art. 325 · Read it at LégisQuébec · Verified 2026-11-10
“The director shall immediately inform the legal person of any acquisition or contract described in the first paragraph, indicating the nature and value of the rights he is acquiring, and request that the fact be recorded in the minutes of proceedings of the board of directors or the equivalent. He shall abstain, except in case of necessity, from the discussion and voting on the question.”
Act respecting the Civil Code of Québec (S.Q. 1991, c. 64) — Civil Code of Québec, art. 325 · Read it at LégisQuébec · Verified 2026-11-10
“This rule does not, however, apply to matters concerning the remuneration or conditions of employment of the director.”
Act respecting the Civil Code of Québec (S.Q. 1991, c. 64) — Civil Code of Québec, art. 325 · Read it at LégisQuébec · Verified 2026-11-10
Civil Code of Québec, article 325
“A director may, even in carrying on his duties, acquire, directly or indirectly, rights in the property under his administration or enter into contracts with the legal person.” “The director shall immediately inform the legal person of any acquisition or contract described in the first paragraph, indicating the nature and value of the rights he is acquiring, and request that the fact be recorded in the minutes of proceedings of the board of directors or the equivalent. He shall abstain, except in case of necessity, from the discussion and voting on the question.” “This rule does not, however, apply to matters concerning the remuneration or conditions of employment of the director.”
Source: Civil Code of Québec, art. 325 · Checked 2026-11-10