Question 1

Are corporate bylaws required in Canada?

Accepted Answer

While not strictly required by CBCA, bylaws are strongly recommended as they establish internal governance rules for directors, officers, meetings, and decision-making processes.

Question 2

What is the quorum for board meetings?

Accepted Answer

Under CBCA, quorum is a majority of directors or the minimum number fixed by bylaws, but at least 25% of directors must be resident Canadians present at any meeting.

Question 3

Can directors be indemnified?

Accepted Answer

Yes, CBCA s.124 permits indemnification of directors for costs incurred in defending actions if they acted honestly and in good faith with a view to the best interests of the corporation.

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