Update for Embarc Members

By Chantal Desjardins


I'd like to give everyone an update as to what is happening now that I've been elected to the Embarc Board.


Since the confirmation of the election results, I am automatically subject to a duty of care and a fiduciary duty (“Director duties at law”) to Embarc Club, including a duty of confidentiality with regards to Board deliberations. These Director duties at law exist for all Directors of all organizations, whether for profit or non profit organizations. I have also, however, as was indicated on the nomination form, received a NDA which sets out restrictions that go, in my opinion, beyond the Director duties at law, especially with regards to confidentiality and my freedom to act in the best interests of Embarc and individual Embarc members.


The Embarc NDA was received last week and with the help of my lawyer, I have sent them some proposals for adjustments as well as some requests which mostly concern communications with individual members in consideration of my specific role as independent director elected only by individual members. This will certainly result in some back and forth as we attempt to (a) amend some provisions of the NDA that I believe to be incompatible with my role as Director of Embarc; and (b) clarify exactly what is entailed in respecting certain NDA conditions that may remain unchanged; and (c)obtain the possible modification of other conditions which could allow me some leeway in communicating with members.


There is a short 30-minute Board meeting scheduled for this Friday. It is possible I may not attend due to these ongoing negotiations. Also, it is very possible that we will be discussing the terms of the NDA for several more weeks. The next important board meeting is in September and I do hope that we will have come to an agreement by then.


I will update you as frequently as possible through whatever outlet/s remain available to me in the future. Rest assured that even if I cannot be as present, verbal and responsive as I formerly was, that I am still reading everything that goes on in this group and am also reading any emails that I may receive.


In the meantime, thanks to each of you for your continued support and your trust in me!


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