On November 1, 2017 the Cutting Unnecessary Red Tape Act, 2017 (Bill 154) passed. It still requires Royal Assent before coming into force. Bill 154 made changes to ONCA (which will probably only come into force years from now) but made changes to the current Ontario Corporations Act as well. As we noted earlier some of the changes to the Ontario Corporations Act will come into force immediately upon Royal Assent and others will be 60 days after Royal Assent.
Those changes with the asterisks and bolded will only come into force only 60 days after Royal Assent - the rest will be upon Royal Assent.
•Electronic notice of members’ meetings
•Members’ meetings by electronic means
•Natural person capacity and powers*
•Extraordinary sale, lease or exchange of the undertaking of the corporation*
•Adoption of pre-incorporation contracts
•Objective standard of care for directors and officers*
•Removal of directors by majority vote
•Lower approval threshold for members to waive an audit*
•Directors not required to be members, if so provided in by-laws
•Court may appoint directors if corporation has neither directors nor members
•Export continuance protection*
Here is a link to the Bill:
For some non-profits and charities that are currently under the OCA it may make sense to do a review of your governance documents to consider the implication of these changes and to prepare for ONCA.
Do you require legal advice with respect to Canadian or Ontario non-profits or charities?
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.