The governance framework determines who has the authority to make decisions in your organization. The top of the framework is the Act under which the group was incorporated. No board meeting can change a law. If the Societies Act says that members cannot be paid a dividend, then a dividend cannot be paid. There are other laws which impact organizations. Typical examples are the Income Tax Act, Human Rights Act, and the Environment Act.
Since COVID-19 we have all seen that public health orders take precedence over most other rules. When a State of Emergency is called, then regular governance does not apply. In our province it might look to some people that Dr. Strang is in fact running the organization since his decisions have more impact than the board decisions do. A board might want to spend a little time thinking about what areas of the organizations operations they are actually able to impact. It might be less than you think.
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