Edmund and Gertrude are the directors of ZipCo, a corporation incorporated under the Canada Business Corporations Act.They play very little active role in the business, which is run by their son, Zenon.They have delegated to him full power and responsibility to manage the corporation, including the power to declare dividends and issue shares.This delegation is permitted under the Canada Business Corporations Act.

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Under the Canada Business Corporations Act, while directors can delegate certain management and operational tasks to officers or employees, the board of directors retains the ultimate responsibility for managing or supervising the management of the corporation's business and affairs. This includes key decisions such as declaring dividends and issuing shares, which typically require board approval and cannot be fully delegated to another individual without retaining some level of oversight.

Edmund and Gertrude Are the Directors of ZipCo, a Corporation