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Bylaws are permanent rules which set out the internal regulations of the company and the various duties of the directors
James v. Beaver
The veil can be pierced for deliberately dishonest purpose. Test.
Adams v. Cape
This section sets out that the directors have a duty to manage the company
s. 59 of the CA
S. 90 and 91 of the CA
Duty to disclose
In Unanimous shareholder agreement, shareholders can set out who they want / how they want the company to managed.
Duha v. The Queen
Director's have a duty to avoid conflicts of interest and not to make a secret profit.
Quarter Master v. Pyke
Application to set aside contract for director's failure to disclose is made by the shareholder or the company.
2. 93 CA
A contract is material where the director has a close personal relationship with the person in negotiation with the company.
Exide v. Hilts
Company would be able to recover money where contract is set aside for the director's failure to disclose.
Guinness v. Saunders
Director's duty is to company only and not to shareholders
Perceival v. Wright
Dirctos are fiduciaries and must therefore act trustworthy and in good faith.
Great v. Turner & s.96 of CA
Court may pierce the corporate veil where the separate legal personality is being used to cover relevant wrong doing. such as fraud.
Prest v. Petrodel
Corporate personality and piercing of the corporate veil
s. 16 and Saloman v. Saloman
Case on the importance of company secretary
Panorama v. Fidelis
In determining the best interest of the company, director must have regard to the interest of the company's employees along with its shareholders.
Re Smith and Fawcett
Rights and duties of directors set out in the Articles of Incorporation
S. 61 of the CA
Power to amend by laws section. Also shareholders have the power to amend as well
s. 62 of CA
Director's are creatures of statute and occupy poistions peculiar to themselves
Regal v. Gulliver
Director must act in accordance with the law along with by laws and Articles
Angus v. R. Angus