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w w w . C A N A D I A N L a w y e r m a g . c o m A P R I L 2 0 1 8 37 Scenario: A client and some of her friends and her colleagues have approached you with a view to starting a new non-profit corporation that will operate as a local food bank. It will register as a charitable organization under the Income Tax Act so that it can receive donations and issue charitable receipts. Some of the initial directors have experience with charitable fundraising. One was the executive director of another food bank and will be working full-time for the corporation in the same capacity. They have approached you for advice on choosing the appropriate form of organization, whether to incorporate federally or under provincial legislation, recruiting directors, establishing by-laws, and applying for charitable status. Challenges: Managing Client Expectations • The client understands the many questions and steps of incorporating a new charitable corporation and the time it will take but wants to move as quickly as possible to keep the momentum going. Client's Budget • You may have to delegate some of the work to deliver good drafts on time and to manage costs. There may be a concern that your associate or law clerk can self-manage as much of the project as possible. Expertise • Few have in-depth knowledge in all essential legal disciplines to meet all the perspective client's needs. Protection of Directors Resources: • Practice Note, Duties of Directors of NFP Corporations • Standard Document, Indemnification Agreement: CNCA Corporation (Short Form) • Standard Document, Indemnitee's Undertaking to Repay Advanced Defence Costs 3 1 Post-Incorporation Organization Resources: • Practice Note, Incorporation and Organization (Federal NFP) • Standard Document, By-Laws: CNCA Corporation • Standard Clause, Board Resolutions: By-Laws (CNCA Corporation) • Standard Clause, Members' Resolutions: By-Laws • Standard Document, Director's Consent to Act • Standard Document, Board Resolutions: Organizational Resolutions in Writing • Standard Document, Members' Resolutions: Resolutions in Writing • Standard Document, Members' Register • Standard Document, Directors' Register and Officers' Register 2 Unanimous Member Agreement (for Non-Soliciting Corporation Only) Resources: • Standard Document, Unanimous Member Agreement • Standard Document, Unanimous Member Declaration 4 Incorporation Resources: • Practice Note, Incorporation and Organization (Federal NFP) • Standard Document, Articles of Incorporation: CNCA • Provincial Q&A, Non-Profit Corporations: Federal/ Provincial Guide (Fed) • Incorporation and Organization Checklist Move as quickly as possible when a client wants to create and operate a non-profit corporation See how Practical Law Canada helps START CLOSE

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