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Declare an interest

A director with a stake in a decision says so, and takes no part in deciding it.

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