The Ontario Not-For-Profit Corporations Act (ONCA) replaced the Ontario Corporations Act on October 19, 2021. At that time, not-for-profit corporations were given until October 18, 2024 to become compliant with the Act. This time has now passed – did you comply?
If the ONCA applies to you, did you jump into immediate action, or did you procrastinate and ended up scrambling to get a lawyer to review your documents?
My hope is that that you jumped into action and didn’t wait. Why is that? Reviewing By-Laws to ensure they are compliant is not something that can be done quickly. On top of that, Corporations are required to obtain the member’s approval to by-law changes, and amending the Articles if it was required. Rushing to get anything like this done is never a good idea.
What were some things that needed to be amended to be ONCA compliant?
- Providing the purpose for the Not-For-Profit corporation, if not already set out;
- If required, amend to include a range of Directors as opposed to a fixed number; and
- If more than one class of Members exists, setting out in the special provisions as well as the rights and restrictions attaching to each class of Members.
What happens if you didn’t complete the review and make changes by October 18? The rules in your By-Laws that do not comply with ONCA become invalid, and will be automatically replaced by what ONCA states, and your Letters Patent were deemed to be in compliance.
You missed the opportunity to get the original incorporation documents and any amendments into one document. If you want to protect the rules that you have in place in your By-Laws, get any required amendments filed and get compliant as soon as you can to ensure your not-for-profit runs they way it should.
Christine Allan, ILCO Law Clerk