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

Marginal note:Duties of directors and officers

• 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

  • (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

• Marginal note:Duty to comply

  (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.

• Marginal note:Lawfulness of articles and purpose

  (3) Every director of a corporation shall verify the lawfulness of the articles and the purpose of the corporation.

• Marginal note:No exculpation

  (4) Subject to subsection 170(5), no provision in a contract, the articles, the by-laws or a resolution relieves a director or an officer from the duty to act in accordance with this Act or the regulations or relieves them from liability for a breach of this Act or the regulations.