Quote Originally Posted by Pierre Dénommée View Post
Under the NFP Act, the VM have absolutely no authority to manage the Non-Profit. If they disagree with the board of directors, there sole short term legal action not requiring the intervention of a judge is to remove the directors. But if the action with which the VM disagreed will bring personal liability to the directors, it is likely that the new directors will also disobey the VM.

The VM are not governing the CFC, they set the Article of Incorporation and the bylaws. Any intervention of the VM in the governance could lead them to be recognized by the tribunal as a de facto director, with the same liabilities as the genuine directors. I must add that the only practical cases of de facto directors that I have seen were all CRA going after a de facto director of an insolvent for profit corporation. As Martel wrote, previous cases involving non-profits are rares an most example in his book are taken from the for profit law when both are identical.

We must have flexibility in the Handbook to adapt to new FIDE requirements without a VM vote.
Agreed. Particularly in the current environment.