MemberApril 23, 2023 at 11:39 am
My apologies, M-M, for the late reply – I only just found yours. It seems we no longer get emailed notifications of responses …
I looked again at the CP-A and CP-Regulation for further guidance. Section 33 of the CPA refers to the regulations for the initial bylaws of a corporation until new ones are enacted. The model bylaws say in Section 5 (of Schedule 4 ) that the board can consist of between 1 and 7 members, depending on the number of owners. This would seem to be the only ‘helpful suggestion’ as to the size of the board until you can pass a specific requirement by Special Resolution.
There may be case law on the matter. On May 11, COF has an “Ask a Lawyer” online chat – I suggest you ask the question (submitted in advance) to the session, I think it will be of general interest because yours is probably not the only corporation experiencing the same lack of specific direction from the CPA.
I think the best way to resolve the issue is by a special resolution in your ‘very small corporation’, setting the size of the board. I agree with you, three should be the minimum, but five would be better (in case of absence in an emergency decision-making situation).