Ontario Not-For-Profit Corporations Act Changes

June 28, 2013

The Ontario Government recently introduced Bill 85, which will amend the Not-For-Profit Corporations Act, 2010 (ONCA).  The bill contains many technical fixes and includes two important changes to the ONCA.

As promised by the government in a previous announcement, the Bill amends the transition provisions in the ONCA.  Once the Bill is passed, the ONCA will not apply to change a corporation’s letters patent or by-law for three years, unless a corporation amends its governing documents to comply with the ONCA before the three-year transition period.  This welcome change will give corporations certainty that they will have three years to come into compliance with the ONCA once it is in force.

The Bill also changes the in force date of the non-voting member rights.  The ONCA provides that non-voting members will have the right to vote on certain fundamental corporate changes, including amendments to the rights of the class of members; amalgamation with another corporation; continuance of the corporation into another jurisdiction; the sale of substantially all of the corporation’s assets; and a proposal to dissolve, or to liquidate and dissolve, the corporation. The Bill provides that these provisions will now only apply on a day to be named which will be no sooner than three years after the ONCA comes into force.

The government had previously announced that it would be having consultations on the rights conferred on non-voting members under the ONCA.  Thus, more changes may be forthcoming.  Miller Thomson LLP’s Charities and Not-for-Profit group will continue to keep our readers updated as this legislation progresses.


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