First Nations Fiscal Management Act Adaptation Regulations — 5
 of an Indigenous group that is a borrowing member is revoked in writing by the governing body that designated the person; or (c) the person is removed from office before the expiry of the term of the appointment by a special resolution of the board of directors. Quorum 64 Two thirds of the directors constitute a quorum at any meeting of the board of directors. Majority vote 65 Decisions by the board of directors shall be made by a majority vote of the directors present. Canada Not-for-profit Corporations Act 66 (1) The Canada Not-for-profit Corporations Act does not apply to the Authority. Canada Business Corporations Act (2) The following provisions of the Canada Business Corporations Act apply, with any modifications that the circumstances require, to the Authority and its directors, members, officers and employees as if the Authority were a corporation incorporated under that Act, this Part were its articles of incorporation and its members were its shareholders: (a) subsection 15(1) (capacity of a natural person); (b) section 16 (by-law not required to confer powers on Authority, restriction on powers of Authority, and validity of acts of Authority); (c) subsection 21(1) (access to Authority’s records by members and creditors); (d) section 23 (corporate seal not needed to validate instrument); (e) subsections 103(1) to (4) (powers of directors to make and amend by-laws, member approval of by-laws and effective date of by-laws); (f) subsection 105(1) (qualifications of directors); (g) subsection 108(2) (resignation of director); (h) section 110 (right of director to attend members’ meetings and statements by retiring directors); (i) subsection 114(1) (place of directors’ meetings); (j) section 116 (validity of acts of directors and officers); (k) section 117 (validity of directors’ resolutions not passed at meeting); (l) subsections 119(1) and (4) (liability of directors); (m) section 120 (conflict of interests of directors); (n) section 123 (directors’ dissents); (o) section 124 (directors’ indemnity); (p) section 155 (financial statements); (q) section 158 (approval of financial statements by directors); (r) section 159 (sending financial statements to members before annual meeting); (s) sections 161 and 162 (qualifications and appointment of auditor); (t) section 168 (rights and duties of auditor); (u) section 169 (examination by auditor); (v) section 170 (auditor’s right to information); (w) subsections 171(3) to (9) (duty and administration of audit committee and penalty for failure to comply); (x) section 172 (qualified privilege in defamation for auditor’s statements); and (y) subsections 257(1) and (2) (certificates of Authority as evidence). Remuneration of directors 67 Directors shall be paid a fee for attendance at meetings of the board of directors, as fixed by the by-laws of the Authority. Duty of care 68 (1) The directors and officers of the Authority in exercising their powers and performing their duties shall (a) act honestly and in good faith with a view to the best interests of the Authority; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Limit of liability (2) Directors and officers are not liable for a failure to comply with subsection (1) if they rely in good faith on (a) a written report of the auditor of the Authority or financial statements represented by an officer of the Authority as fairly reflecting the financial condition of the Authority; or (b) a report of a lawyer, notary, accountant, engineer, appraiser or other person whose position or profession lends credibility to a statement made by that person. President 69 (1) The board of directors shall appoint a President to act as the chief executive officer of the Authority. Other staff (2) The President may employ any other officers and employees that are necessary to conduct the work of the Authority. Annual general meeting 70 The Authority shall hold an annual genera