A letter from the Canada Revenue Agency arrived at the registered office of a non-profit organization operating affordable housing in a mid-sized Ontario city, notifying the board that the organization had failed to remit payroll source deductions for 3 consecutive quarters. The total amount outstanding, including interest and penalties, exceeded $87,000. The notice identified each director by name and advised that personal liability assessments would follow if the arrears remained unpaid within 30 days.

The organization had been incorporated as a federal non-profit corporation 11 years earlier and operated 4 residential buildings providing subsidized housing to approximately 120 tenants, most of them seniors on fixed incomes or individuals receiving disability support. The board consisted of 7 volunteer directors drawn from the local community, including a retired accountant, a property manager, a social worker, and several residents of the neighbourhood who had joined out of civic commitment rather than professional expertise. An executive director managed day-to-day operations with a staff of 9 employees handling maintenance, tenant relations, and administration.

The remittance failures traced back to a cash flow crisis that had developed over the preceding 18 months. Rising utility costs and deferred maintenance on aging building systems had strained the operating budget, and the executive director had begun delaying certain payments to preserve funds for urgent repairs. The board had been informed of general financial pressures at quarterly meetings but had not been provided detailed reports showing which specific obligations were being deferred or for how long. Meeting minutes from the relevant period recorded discussions of budget constraints but contained no motions directing the executive director on payment priorities and no documented inquiries from directors into the status of statutory remittances.

Compounding the situation, 1 of the directors—the retired accountant who chaired the finance committee—had been retained 8 months earlier to provide paid bookkeeping services to the organization on a part-time basis. The arrangement had been discussed informally at a board meeting but was never put to a formal vote, and no disclosure was recorded in the minutes. The executive director had signed the service contract without board authorization, and monthly payments of $1,500 had been made to the director for 7 months before the CRA notice arrived. The organization's bylaws contained standard conflict of interest provisions requiring disclosure and abstention from voting, and its D&O insurance policy included exclusions for claims arising from dishonest acts and for regulatory penalties. The board now faces questions about which directors bear personal exposure, whether available protections will respond, and what governance failures permitted the situation to develop undetected.