Many Ontario non-profit corporations are struggling with how to deal with the Ontario Not-for-Profit Corporations Act, 2010 (“ONCA”). Over 50,000 ONCA corporations will need to make changes to their governing documents to conform with the new ONCA by October 18, 2024.
The relationship between non-profit members and directors is sometimes akin to the relationship between parents and their newly-licensed teen-aged drivers. The key to the family car grants the teenager new freedoms, but sometimes, a parent’s only option is to reclaim the key. Members elect or appoint directors, delegating to them the power to manage the corporation. Corporate statutes and by-laws restrict the ability of members to participate in the management of the corporation once the directors hold the reins. Often, the only way for members to effect changes that the board opposes, is to reclaim the reins, by removing existing directors and appointing more amenable ones. http://canlii.ca/t/gh81g" target="_blank">Vaughan Community Health Centre Corporation v Annibale (2015 ONSC 2559 (CanLII)), recently examined the roles of members and directors, and the importance of adhering to corporate by-laws and statutes.
According to data obtained from Corporations Canada, as of September 1st, only 1,663 out of approximately 25,000 corporations have made the corporate changeover to the Canada Not-for-Profit Corporations Act . Recognizing that many of these corporations are inactive, that still leaves thousands of corporations to continue by the October 17, 2014 deadline.