To our Valued Clients, Partners and Friends:
 
We are writing with a short reminder and a few suggestions re Ontario’s Not-for-Profit Corporations Act, 2010 (ONCA) for charities and not-for-profits (NFPs).

Short Reminder

ONCA replaces Ontario’s Corporations Act and makes several changes to the law. We think the most important ones are:

  • Enhanced member rights. Members have new rights – to requisition member meetings, submit and discuss proposals at annual meetings and even bring court actions. ONCA gives new tools and voice to members about governance of NFPs.
  • Member discipline. For the first time, there are mandated rules and timelines for disciplining or terminating members.
  • Auto-amendments to Articles and By-laws. On October 19, 2024, with few exceptions, ONCA will automatically amend all governing documents so they comply with ONCA. There is uncertainty about exactly how that will work, but it can lead to unexpected results if an NFP does nothing and just lets ONCA run its course.

Our Top Suggestions

  1. Review your Articles and by-laws. Here’s what we most often see that needs addressing:
  • Clarity on which members vote (or do not vote) and their rights
  • Rules for discipline/termination of members
  • Terms of office for directors
  • Thresholds for removing directors
  • The need for a director to be ‘Chair’ (particularly relevant for religious bodies)
  • Proxy voting for members
  1. Update/amend your Articles and by-laws before October 19, 2024.
  2. If your NFP is a charity, check its charitable purposes to ensure they are still accurate and sufficient and that the NFP is following them.
  3. Update the public record
  • ensure people publicly listed are your directors and officers
  • file outstanding Annual Returns
  • obtain your Company Key password – this facilitates quick changes to governing document

We will happily share more details to help you determine what is needed and how to do this efficiently and economically. Often, NFPs can do most/all the necessary steps themselves if given a little guidance. Be in touch with either Dan Gottlieb at dan@kissacklaw.com or Joel Kissack at joel@kissacklaw.com if you would find that helpful.