Ontario Government releases outline of proposed regs under Ontario Not-for-Profit Corporations Act

July 16, 2012 | By: .(JavaScript must be enabled to view this email address) Mark Blumberg
Topics: News, Canadian Charity Law, New corporate non-profit acts

The new Ontario Not-for-Profit Corporations Act (ONCA) is targeted to be brought into force by the Ontario government January 1, 2013.  Both the Ministry of Consumer Services (MCS) and the Ministry of Government Services (MGS) will share responsibility for the administration of the ONCA   MCS and MGS have just posted outlines of the regulations that will be needed under the ONCA.  MCS and MGS are asking for comments on the outlines.  These outlines are not the regulations and they don’t yet provide the details of what will be in the regulations.  These ministries are providing the public with the opportunity to provide comments.  Comments need to be made by August 31, 2012.

HERE IS THE MCS posting:


“Proposed Regulation under the Not-for-Profit Corporations Act, 2010

Ministry:

Ministry of Consumer Services

Regulation Number(s):

Bill or Act:

Not-for-Profit Corporations Act, 2010

 

Summary of Proposal:

- The Ministry of Government Services’ ServiceOntario and Ministry of Consumer Services (MCS) share responsibility for the Not-for-Profit Corporations Act, 2010 (ONCA).
- Regulations under each Ministry’s responsibility are required to implement ONCA.
- For a summary of ServiceOntarios proposed regulation, see MGS’ posting.

MCS proposes the following Minister’s regulation which would support the implementation of the Act related to technical matters, including:

- prohibiting a not-for-profit corporation from having as a purpose stated in its articles an authorization of the corporation to engage in activities that are contrary to the law
- establishing the Canadian Institute of Chartered Accountants Handbook Accounting (CICAACC), as amended from time to time, as the standard for audit and review engagement reports
- prescribing information in corporate registers for directors, officers and members (i.e., their name, an address for service, an email address if the person has consented to receiving information or documents by this method, the date on which each person became a director, officer or member),and the names of every former director, officer and member who ceased to be the same within the last six years. The members’ register would also include the class or group of membership of members, if there is more than one class or group.
- permitting a corporation to give internal corporate notices electronically in certain circumstances if its by-laws provide for giving notice in this manner (e.g. notice of meetings, notice of refusal to members for not including a proposal in a notice of meeting, notice to members regarding the right to dissent).
- prescribing that a member’s proposal and supporting statement cannot exceed 500 words in keeping with other Ontario and federal corporate law statutes
- prescribing information that is required to be included in the form of proxy as follows:
- the meeting where the proxy is to be used
- whether the proxy is solicited by or on behalf of the management of the corporation
- the name of the person appointed as the proxyholder to attend and act on the member’s behalf at a members’ meeting (or an alternate if the first proxyholder is unable to act)
- a means to allow a member to:
- specify how the proxyholder shall vote on a specific matter; or
- give a proxyholder general authority to vote on all matters to be voted upon at the meeting at the discretion of the proxyholder
- requiring certain notices, statements (including consents, dissents, waivers, revocations), and other documents to be given in writing (either on paper or electronically) (e.g., a director’s consent to hold officer as a director must be in writing). This requirement would generally maintain the status quo between the current Corporations Act and ONCA, harmonize with similar requirements under other corporate law statutes and be useful for evidentiary purposes.

MCS is seeking comments on the proposed regulation. All comments received during the consultation period will be considered. To view Ontario’s Not-for-Profit Corporations Act, 2010, see link below under Additional Document 1.

For additional background information about the Not-for-Profit Corporations Act, 2010, please see link below under Additional Document 2.”

Here is a link: http://www.ontariocanada.com/registry/view.do?postingId=9947&language=en

HERE IS THE MGS POSTING:


“Proposed Regulation under the Not-for-Profit Corporations Act, 2010

Ministry:

Ministry of Government Services

Regulation Number(s):

Bill or Act:

Summary of Proposal:

ServiceOntario of the Ministry of Government Services is responsible for the filing, recording, and searching requirements under the new Not-for-Profit Corporations Act, 2010. For example, ServiceOntario will handle applications for the incorporation of not-for-profit organizations under the Act.

Working in conjunction with the Ministry of Consumer Services, ServiceOntario is currently preparing to be operationally ready for the implementation of the Not-For-Profit Corporations Act, 2010, anticipated to come into force in late 2012. ServiceOntario is committed to ensuring and demonstrating excellence in the delivery of public services. We are looking to simplify the incorporation process for the not-for-profit community. In this respect, processes and IT infrastructure are being developed to reduce the time it takes to incorporate and to permit electronic incorporation.

Implementation of the new Act requires the development of a new regulation in respect of matters within ServiceOntario’s responsibility. MCS’ Regulation, related to matters within its areas of responsibility, is currently posted separately on the Regulatory Registry for consultation.

The matters that are planned to be addressed in MGS’ regulation include:

- rules governing corporations’ names, including prohibited, restricted and permitted words or expressions, and punctuation and other marks, as well as rules respecting the form and language of a name;
- rules respecting the content, form, and filing (both paper and electronic) of articles, applications, and other documents;
- a listing of supporting documents required to accompany articles and applications filed under the Act;
- rules governing the endorsement of articles and applications and the issuance of certificates by the Director appointed under the Act in both paper and electronic format;
- signature requirements for both paper and electronic filings;
- the methods by which notices or other documents may be sent by the Director and deemed receipt rules; and
- the manner in which the Director shall make the standard organizational by-laws publicly available..

At ServiceOntario, we are committed to providing you with fast, friendly and easy access to Ontario government information and services-online, in person, at kiosks and by phone.

MGS is seeking comments on the development of the new regulation. All comments received during the consultation period will be considered. To view Ontario’s Not-for-Profit Corporations Act, 2010, see link below under Additional Document 1.

For additional background information about the Not-for-Profit Corporations Act, 2010, please see link below under Additional Document 2.”

Here is a link to the MGS site: http://www.ontariocanada.com/registry/view.do?postingId=9922&language=en

Do you require legal advice with respect to Canadian or Ontario non-profits or charities?

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Charity Lawyer Mark Blumberg

Mark Blumberg is a partner at the law firm of Blumberg Segal LLP in Toronto and works almost exclusively in the areas of non-profit and charity law.

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