Amendments to the Ontario Not for Profit Corporations Act

Amendments to ONCA

There are new amendments to the Ontario Not-for-Profit Corporations Act (ONCA) that will be effective October 1, 2023.

The Legislation Amending ONCA

The amendments come from Bill 91, Less Red Tape, Stronger economy Act, 2023 (“Red Tape Act”) which the Ontario government recently passed. Schedule 22 lists the ONCA-specific changes.

The Changes to ONCA

The changes to ONCA include:

Meeting Notices for Members or Directors

If the meeting is electronic, the notice does not have to specify the place of meeting.

• Director meeting – ONCA s 34(3.1), Red Tape Act s 3(1)
• Member meeting – ONCA s 55(1.1), Red Tape Act s 5(1)

If the meeting is electronic, the notice must include instructions for attending, participating, and, if applicable, voting.

• Director meeting – ONCA ss 32(5), 34 (3.2), Red Tape Act ss 2(2), 3(1)
• Member meeting – ONCA s 55(1.2), Red Tape Act s 5(1)

Meetings of members of directors

If the meeting is adjourned without notice, the time, place (if applicable) and instructions for attending and participating in the continued meeting (if applicable) must be announced at the time of adjournment.

Meeting can be held either electronically or by a combination of in-person and electronic means but the articles or by-laws can limit how the meetings may be held and specify applicable requirements.

• Director meeting – ONCA s 34(6)-(10), Red Tape Act s 3(2)
• Member meeting – ONCA s 53(4)-(8), Red Tape Act s 4

Voting by members can be entirely electronic or in combination with in-person voting unless articles or by-laws expressly provide otherwise.

• Member voting – ONCA s 58, Red Tape Act ss 6, 7

Electronic member meetings must allow attendees to reasonably participate.

• Member meeting – ONCA s 53(4)-(8), Red Tape Act s 4

Electronic director meetings must allow attendees to communicate with one another simultaneously and instantaneously.

• Director meeting – ONCA s 34(6)-(10), Red Tape Act s 3(2)

Inspecting or examining records

This can be done remotely and digital copies can be made, but there can be no charge for the digital inspection and/or copying.

• Director inspection – ONCA ss 94(3), (4), Red Tape Act s 10
• Member, member’s lawyer or corporate creditor inspection – ONCA ss 95(1.1), (1.2), Red Tape Act s 11
• Applicant inspection of member register – ONCA ss 96(1.1), (2,2), Red Tape Act s 12
• Director, member or creditor inspection of consent – ONCA ss 97 (2.1), (2,2), Re Tape Act s 13
• Member or lawyer examine financial statements – 98(2.1), (2,2), Red Tape Act s 14

Registers and records

Registers and other records can be prepared and maintained in any form as long as they can be accurately reported in a reasonable time.

• Records – ONCA s 100(1). Red Tape Act s 15

Special COVID rules no longer in effect

• ONCA Part XVI, Schedule 1, Part XVII, Red Tape Act s 17

ONCA Reminders

ONCA came into force on October 19, 2021 and charities previously governed under the Corporations Act have three years to transition to ONCA (October 19, 2024).

If you’re looking for more information, you can check out Ontario’s recommended transition considerations or plain language Guide to the Not-for-Profit Corporations Act.  There are some standard steps that these charities should undertake (and soon!) if not already started, including a review of letters patent (and any supplementary letters patent), by-laws, director and officer sections, member sections, and borrowing powers.

If your charity does not go through a transition process, the provisions in ONCA will apply to your charity by default, which could create confusion and make effective governance difficult for your directors. While there is still time with more than a year to go, if you haven’t started the process you should do so as soon as possible!