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If your corporation has no directors at all, including if all the directors of a corporation have resigned or have been removed without replacement, subsection 212(1) of the Canada Business Corporations Act (CBCA) allows the Director of Corporations Canada to dissolve the corporation.

Making corporate by-laws to govern internal organization was one of the first activities you undertook after creating your corporation. Unless your corporation's by-laws state otherwise, the directors have the power to make, repeal and amend the by-laws. Every new by-law and any by-law change (including the repeal of a by-law) require shareholder approval at the first shareholders' meeting that takes place after the directors have passed the new or amended by-law. The effective date of a by-law is the date on which it is passed by the directors, not the date of approval by the shareholders.

The shareholders expect and trust the directors to conduct the corporation's business in a way that will preserve and enhance the shareholders' investment.

The directors can be elected for terms of up to three years. The length of the director's mandate can be set out in the by-laws. If no term is stated, directors hold office until the next meeting of shareholders. Directors do not all need to be elected at the same time or for the same length of time. A director whose term has expired can be re-elected as a director.  The articles or by-laws can also limit the number of terms that an individual can be elected to.

Most boards of directors meet on a regular basis to oversee the business operations of the corporation. These meetings can be held monthly, quarterly or annually, depending on the needs of the corporation. Directors might also need to meet occasionally to conduct special business.

This app is very helpful and easy to use. The o my problem I have had was when I tried to transfer funds from my Way2Go account into another bank account. It took 6 days and I received no confirmation or message that said it would be successfully transferred or even how long it would take. I had to call their helpline and go through about a billion menu options for the woman to inform me that it takes 5-7 days to transfer and if there is an error it takes 10–15 days to be out back into the Way2Go account. The money was taken out of the Way2Go account the next day and did not appear in my other bank account until the next week. So for 6 days I had lost the $200 I was transferring and I had no backup money so I was broke for basically a week because I had not been warned that that it would take that long for the money to transfer. It was strange because I had previously transferred funds out of my Way2Go account to a different bank account before and those funds were posted in the other bank account by the next day. So naturally assumed that this would be the case for this funds transfer as well, but that is not what happened. Just a warning for anyone who would like to transfer funds in the future. Other than that mishap, there is nothing wrong with this app. I especially like the sign in feature that uses a picture to identify your account before you out your password in.

Directors are responsible for supervising the activities of the corporation and for making decisions regarding those activities. Officers are responsible for the day-to-day operation of the corporation.

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However, shareholders can enter into unanimous shareholder agreements that transfer some or all of a specific director's responsibilities and powers to the shareholders. In such cases, that director cannot be held responsible for not exercising a power or powers since they have been transferred away from the director.

Meetings of the board can be held whenever and wherever the board wishes, unless the corporation's by-laws or articles say otherwise. In all cases, however, meetings must have a quorum of directors (the minimum number of directors required at a meeting, as specified in your corporation's by-laws).

Consider adopting some of the following methods that have been developed to protect directors and officers of corporations from certain liabilities that could be imposed upon them. For example, your corporation could:

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Directors are responsible for supervising the activities of the corporation and for making decisions regarding those activities. Although some decisions made by the directors require the approval of shareholders, other important decisions can be made without such approval. Here are some examples of these decisions and the level of approval they require:

The CBCA tries to prevent conflicts between the interests of the corporation and those of the directors or officers. For example, directors and officers must disclose in writing any personal interest they can have in a contract with the corporation. Failure to make such a disclosure could result in a court setting aside the contract upon application by the corporation or a shareholder.

I have no problems with the card itself. However, the problem that I do have is with customer service. I have been using Way2Go for my unemployment since May of 2020. I have had to call customer service 3 times. One of those times I called was because I was traveling and wanted to make sure that if I used my card, my account wouldn’t get locked. I was on hold for over 2 hours and 45 minutes only to have a 30 second long conversation. One of the other times I called was because my card got locked due to “suspected fraud”. I was on the phone for 3 HOURS AND 53 MINUTES. Only 8 minutes was I actually talking to someone. This is by far the most awful customer service I have ever dealt with. Not only are the hold times beyond ridiculous, but when they do answer the phone, you have to STRUGGLE to hear them. They mumble and they always sound like they’re muffled and underwater. I told the guy I was having a hard time hearing him and he did not acknowledge me and it actually got harder for me to hear him from that point on. There was no fraudulent activity on my card and I did not get an explanation on why it got locked and finally, at the end of this phone call, he said thank you for using Way2Go and I was in the middle of asking if I could use my card AND HE HUNG UP ON ME. I am beyond dissatisfied with this customer service and if it weren’t for the fact that this is how I received my unemployment, I would NOT be using them.

The officers of a corporation are responsible for the day-to-day operation of the corporation. Officers are appointed by the directors and, together with the directors, form the management of the corporation. Officers can fill any position in the corporation that directors want them to fill (president, secretary or any other position). Any individual can be an officer of your corporation. Officers can be shareholders or directors of the corporation, or both, but they do not have to be. One person could act as a director, officer and shareholder simultaneously. For many small businesses, one individual is the sole director, the sole officer and the sole shareholder.

Your corporation must have at least one director. The number of directors is specified in your articles of incorporation. Shareholders elect directors at the shareholders' meeting by a majority of votes. An individual can be the sole shareholder, director and officer of a corporation.

Note that it is also possible for one or more directors to participate in a meeting by telephone or electronically, as long as the corporation's by-laws permit it and as long as all participants in the meeting can communicate fully.

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If a vacancy occurs on the board of directors, the remaining members of the board can continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum (the minimum number of directors required at a meeting, as specified in your corporation's by-laws).

A corporation's directors and officers cannot avoid liability on the grounds that they did not know what the corporation was doing. The CBCA specifies that directors and officers, within the scope of their authority, must always:

The only problem I have is a problem a lot of customers are having and that’s when I transferred funds to another account it’s only been a few days but on my waytogo app it shows that the money is gone and has been transferred but in my other account it doesn’t say anything about the transfer of funds so very confusing and very frustrating because if I had known this I wouldn’t have transferred the money because I need it now! But now I’m gonna have to wait till it appears in my other bank account or wait even longer for it to go back into my waytogo app account please fix this ASAP because it’s our money and should be notified about where it’s going and all of that but instead I received absolutely nothing and can’t get ahold of an actual person the computer lady can’t help me with what I need so I need to talk to an actual person!!!!Thanks and god bless I should’ve read the last review stating the same problems and I wouldn’t have made the mistake of transferring it!!!! Very frustrating because I still haven’t received anything!!!

Individuals who have been nominated as directors and who are present at the shareholders' meeting are deemed to have consented to serve as directors, unless they refuse. However, if they are not present at the meeting, they must either:

The CBCA also imposes certain specific liabilities on directors and officers of a corporation. In certain circumstances, directors are liable for up to six months' worth of unpaid wages to employees of the corporation, as well as for any unpaid source deductions.

Directors are allowed to hold shares of a corporation where they are directors. However, the directors of a corporation are not required to hold shares in the corporation unless its articles make this a requirement for the directors.

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It is also possible for the remaining directors to name one or more additional directors between shareholder meetings unless your articles of incorporation stipulate that vacancies can be filled only after a vote by the shareholders.

Directors can conduct business through signed resolutions instead of meetings. Note, however, that in such situations the signatures of all directors are required. These signed resolutions have the same value as they would have if they were adopted at a meeting of the board of directors. This way of conducting the business of the corporation can be very useful for small corporations with only one or a few directors.

Because the scope of authority of the corporation's management (the directors and officers) is so broad, the law imposes a wide range of duties and liabilities on them. In general, these duties and liabilities reflect the position of trust that directors and officers hold in relation to the corporation and its owners, the shareholders. While many of the duties and liabilities of directors and officers are prescribed under the CBCA, other duties and liabilities:

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Shareholders can remove a director they had previously elected, for a variety of reasons. Removing a director is a simple procedure that generally requires the approval of a majority of votes represented at a special meeting of shareholders called for the purpose of removing the director.

Directors can rely on expert reports, such as financial statements or legal opinions, in certain circumstances. Directors are not liable if they exercise the same degree of care, diligence and skill that a reasonable, prudent person would exercise in comparable circumstances.

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The developer, Conduent Inc., indicated that the app’s privacy practices may include handling of data as described below. For more information, see the developer’s privacy policy.

If you want to increase or decrease the number of directors of your corporation permitted by your articles, you must amend your articles. Fees may apply (see Services, fees and processing times).

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One of the most important duties set out for directors and officers of a corporation in the CBCA is the duty of care. Duty of care requires that, in carrying out their functions, the directors and officers must:

Ordinarily, at least 25 percent of the directors of a corporation must be resident Canadians. If a corporation has fewer than four directors, however, at least one of them must be a resident Canadian. In addition, corporations operating in sectors subject to ownership restrictions (such as airlines and telecommunications) or corporations in certain cultural sectors (such as book retailing, video or film distribution) must have a majority of resident Canadian directors.

Works with all Go Program® Way2Go Card® eligible MasterCard programs. In order to determine if you are eligible to use this app, please refer to the back of your prepaid card. On the back of your card, in the bottom right-hand corner, you will see the words GoProgram.com.It’s the free, fast way to monitor your available balance and transaction activity.• Login with biometrics• Check your available balance anytime, anywhere• Review up to 18 months of transaction history• Confirm your last deposit• Change your PIN• Set-up and manage deposit and balance alerts• Manage notification preferences• Activate a new Card• Ability to view ancillary service charge information• Lock and unlock your card: Did you misplace your card or leave it behind at a store? Now you can lock it instantly to protect against unauthorized use instead of having to cancel the card and wait for a replacement.• View and download monthly statements.If you already have your GoProgram.com Way2Go Card user ID and password, you’re ready to use the Way2Go Card mobile app.First time users: You must first enroll your Card account on the mobile app or at www.GoProgram.com to get your User ID and Password for access.Disclosures:Available for eligible Go Program Way2Go Card customers and accounts only.There is no charge for using the official Go Program Way2Go Card mobile app, but message and data rates may apply.© 2022 Conduent, Inc. All rights reserved. Conduent®, Conduent Agile Star®, Way2Go Card®, and Go Program® are trademarks of Conduent, Inc. and/or its subsidiaries in the United States and/or other countries.

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Directors must at all times remain free to assess the best interests of the corporation and to act on this assessment. For this reason, directors are not allowed to agree among themselves in advance how they will act in a given situation.