We use cookies to give you the best online experience. By using our website you agree to our use of cookies in accordance with our cookie policy. Learn more here.Close Me
Recently, several of our clients, under the impression the
Ontario Not-for-Profit Corporations Act, 2010, Bill 65,
("the Act") is now in force, have asked when they must
comply with the new Act. This misunderstanding is likely caused in
part by the amount of time which has passed since the Act received
royal assent, on October 25, 2010, almost 2 years ago.
In fact, the Ontario Not-for-Profit Corporations Act,
2010 is not yet in force.
On September 26, 2012, the province updated its targeted date
for implementing the new Act to July 1, 2013. We had previously
reported that the province intended to have its default by-law
drafted and published, and provide a plain language guide and other
tools by the fall of this year. The province hoped that January 1,
2013 would be the date the Act comes into force. While the province
still hopes to have the default by-law and the guide for the
transition in place this fall, they now intend for the Act to come
into force on July 1, 2013.
This means that there is still plenty of time for organizations
to amend their by-laws and seek supplementary letters patent under
the existing regime. There are some advantages to doing that for
some organizations. For example, some not-for-profits may wish to
clearly do away with non-voting members to ensure that they do not
receive unintended rights when the new Act comes into force.
There continues to be some confusion about when conformity with
the Act is required. Unlike the new Canadian Not-for Profit
Corporations Act, the new Ontario Not-for-Profit
Corporations Act does not require an existing Ontario
Corporations Act corporation to take the steps to actively
transition to the new Act. An existing corporation will not be
automatically dissolved. Instead, its letters patents,
supplementary letters patent, bylaws and any special resolutions
will be deemed to have been amended to conform
with the Act if it does not actively do that within 3 years of the
Act coming into force. The Act's provisions will always
supersede existing letters patents, supplementary letters patent,
or by-laws of the corporation.
That does not mean not-for-profit corporations should do
nothing. Failure to update your organization's constating
documents can cause great confusion and significant problems even
if it is not fatal. There are likely to be inconsistencies between
the existing documentation and the Act's requirements. If the
directors, members and employees of that corporation continue to
look to their existing by-laws and letters patent for guidance,
they may assume that no changes to existing practices are required.
The corporation, its directors and members may act in ways that
contravene the Act, but appear to comply with the old documents.
Furthermore, the Act's new or additional requirements may go
unnoticed and unfulfilled without an update of the
corporation's by-laws and articles.
Assuming that the Act does go into force on July 1, 2013, an
existing Ontario not-forprofit corporation should restate its
articles and adopt new by-laws no later than June 30, 2016.
Concise explanatory notes on the new Ontario Not-for-Profit
Corporations Act, 2010 can be found here:
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
To print this article, all you need is to be registered on Mondaq.com.
Click to Login as an existing user or Register so you can print this article.
The Alberta Court of Appeal recently decided that a corporate director who was found to have made negligent misstatements about the management team’s knowledge, expertise and competence to operate its business, was not personally liable in tort.
As a result of renewed efforts to enforce Canada’s "Corruption of Foreign Public Officials Act" and the most-recent proposed amendments to the Act earlier this year to extend jurisdiction to Canadian corporations’ activities abroad, boards of directors, senior management, and internal auditors have been encouraged to renew their efforts to protect their companies from the legal and reputational risks associated with breaches of our anti-corruption legislation.
The rule in "Re Hastings-Bass", [1975] Ch. 25 (CA), has been understood to permit the court to declare void and set aside the exercise of a discretionary power under a trust.
The Canadian Securities Administrators recently published final amendments to their securities rules that will expand the scope of marketing activities that can be conducted in connection with prospectus offerings.
In a case that upholds the Supreme Court of Canada's notion that there is no presumption that the scope of an employee's authority includes the commission of unlawful acts, an Alberta Master has summarily dismissed a case based in vicarious liability.
The Ontario Superior Court of Justice released its judgment in Cornish v. Ontario Securities Commission, on appeal from a decision of the Ontario Securities Commission issued September 28, 2011.
