Drache Aptowitzer LLP's Canada Not-for-profit Corporations Act Webinar Series Session 1: How to Continue under the new Act (by Alexandra Tzannidakis) Canada Not-for-profit Corporations Act. (5) If a by-law, an amendment or a repeal ceases to have effect, a subsequent resolution of the directors that has substantially the same purpose or effect is not effective until it is confirmed, or confirmed as amended, by the members. (7) On the application of a corporation or an individual or entity referred to in subsection (1), a court may approve an indemnity under this section and make any further order that it thinks fit. The Ontario Not-for-Profit Corporations Act (“ONCA”) was originally passed in 2010 and was expected to come into force in 2013, but unfortunately, it has been delayed many times. This process can be simplified by referring to the Model by-laws – Not-for-profit corporations, which have been written to apply to a typical not-for-profit corporation. In what is very good news for many non-profits and registered charities in Canada, Corporations Canada has extended the deadline for AGMs for Canada… 1. It sets out rules to govern your corporation’s internal business, such as election of directors, officer duties, member rights and how to call meetings. To receive the latest news on not-for-profit corporations, you can subscribe to our notices. Canada Not-for-profit Corporations Regulations. Read Annual meetings of federal businesses, not-for-profits and cooperatives during COVID-19 in 2021. A full list of our services, how much they cost and how long the process takes. In 2017, however, the Ontario government amended the OCA and passed legislation so that not-for-profits and charities would be governed by a new act – the Ontario Not-for-Profit Corporations Act (“ONCA”). (2) The directors shall submit the by-law, amendment or repeal to the members at the next meeting of members, and the members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal. 152 (1) Unless the articles, the by-laws or a unanimous member agreement otherwise provides, the directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the corporation, except in respect of matters referred to in subsection 197(1). (2) A corporation may advance money to a director, an officer or other individual for the costs, charges and expenses of a proceeding referred to in subsection (1). CANADA NOT-FOR-PROFIT CORPORATIONS ACT. Whereas the User Fees Act a applies … 154 (1) The by-laws shall set out the conditions required for being a member of the corporation, including whether a corporation or other entity may be a member. Federal not-for-profit corporations have options regarding holding their annual general meeting during the COVID-19 pandemic. SOR/2011-223. An Act respecting not-for-profit corporations and certain other corporations. Making major modifications to your corporation or its activities. (8) Unless the by-laws otherwise provide, a membership may be transferred only to the corporation. Also consult Your Reporting Obligations under the Canada Not-for-profit Corporations Act (NFP Act). The NFP Act replaces Part II of the Canada Corporations Act (the “CCA”), which has remained substantially the same since 1917, as the governing legislation for federal corporations without share capital, or not-for-profit corporations. P.C. corporationscanada.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04956.html Creating, operating and making changes to a not-for-profit corporation in Canada. ‘Canada Not-for-Profit Corporations Act’ Richard Bridge www.lawyerforcharities.ca richardbridge@ns.sympatico.ca 2 •To make you familiar with the key elements of the new Act. (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that their conduct was lawful. (c) the conditions on which membership in a class or group ends. (6) A corporation may purchase and maintain insurance for the benefit of an individual referred to in subsection (1) against any liability incurred by the individual, (a) in the individual’s capacity as a director or an officer of the corporation; or. 153 A corporation shall, within the prescribed period, send to the Director a copy of any by-law, amendment or repealed by-law, except for those that have been rejected by the members. (8) On an application under subsection (7), the court may order notice to be given to any interested person and the person is entitled to appear and be heard in person or by counsel. (5) Unless the articles otherwise provide, each member is entitled to one vote at a meeting of members. Federal not-for-profit corporations have options regarding holding their annual general meeting during the COVID-19 pandemic. Assented to 2009-06-23. The individual shall repay the money if the individual does not fulfil the conditions of subsection (3). Marginal note:Voting rights — several classes or groups. Search for a Federal Corporation From Corporations Canada This database does NOT include corporations created under financial legislation (such as financial institutions, insurance companies or loan and trust companies) or those created under provincial/territorial legislation or corporate legislation from another jurisdiction. The new Canada Not-for-Profit Corporations Act ("CNCA") introduces a quagmire of financial rules based on two new class divisions that interact in inexplicable ways. The roles and responsibilities of the corporation's directors. Corporations under the Canada Not-for-profit Corporations Act (NFP Act) can be created (that is, incorporated) by filing a request through the Online Filing Centre. This is a draft version of the default organizational by-law under section 18 of the Not-for-Profit Corporations Act (ONCA). (7) The individual may exercise on behalf of the member corporation or other entity all the powers of that corporation or entity. (3) Subject to subsection (5), the by-law, amendment or repeal is effective from the date of the resolution of the directors. Not sure if all not-for-profit corporations are the same? To receive the latest news on not-for-profit corporations… A non-designated corporation is a soliciting or non-soliciting (b) in the individual’s capacity as a director or an officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the corporation’s request. The rights and responsibilities of the corporation's members. OTTAWA, January 28, 2009 — The Honourable Diane Ablonczy, Minister of State (Small Business and Tourism), today reintroduced the Canada Not-for-Profit Corporations Act. 155 The directors may issue memberships in accordance with the articles and any conditions set out in the by-laws. Canada Not-for-profit Corporations Act. Read on to find everything you need to create and operate a not-for-profit corporation, or incorporate now. Annual general meetings during COVID-19 Registration 2011-10-06. Marginal note:Voting rights — one class or group. The Canada Not-for-Profit Corporations Act (enacted in 2013) and the soon-to-be enacted Ontario Not-for-Profit Corporations Act contain specific rules surrounding the requirements for financial statement audits – or the ability to avoid conducting an audit. (3) The members of a corporation that has only one class or group of members have the right to vote at any meeting of the members. (4) If the articles provide for two or more classes or groups of members, the articles shall provide the members of at least one class or group with the right to vote at a meeting of members. The Canada Not-For-Profit Corporations Act (the “CNCA”) received Royal Assent on June 23, 2009 and will be effective on a day to be named. On June 23, 2009, Bill C-4, the Canada Not-for-Profit Corporations Act (the "Act"), was given Royal Assent and is now ready to become law. (6) The corporation shall recognize any individual authorized by a member corporation or other entity to represent the member at meetings. Bill C‑25, An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not‑for‑profit Corporations Act, and the Competition Act, 1 was introduced in the House of Commons on 28 September 2016 on behalf of the Minister of Innovation, Science and Economic Development. Canada Not-for-profit Corporations Act. The CCA has long been recognized as outdated, having been last substantially revised in 1919. Learn more about societies, incorporation and how to maintain a society in B.C. Let me make some preliminary comments: (a) The Canada Not-For-Profit Corporations Act (“CNCA”) received Royal assent on June 23, 2009 and most of its provisions came into force on The New Canada Not-for-Profit Corporations Act - questions for directors to ask 5 December 2011 A designated corporation is any soliciting corporation having gross annual revenues of less than $50,000 or any non-soliciting corporation having gross revenues of less than $1,000,000. The Ontario Government has targeted ONCA to come into force in early 2020. Soliciting corporations (those that receive public donations or government grants in excess of $10,000 in a single financial year) need to file financial statements. Creating and changing the rules that govern the internal management of your corporation. (d) the corporation is liquidated and dissolved under Part 14. Innovation, Science and Economic Development Canada, Annual meetings of federal businesses, not-for-profits and cooperatives during COVID-19 in 2021, all not-for-profit corporations are the same, Changing the structure or nature of the corporation. (6) A member entitled to vote at an annual meeting of members may, in accordance with section 163, make a proposal to make, amend or repeal a by-law. (2) If the articles provide for two or more classes or groups of members, the by-laws shall provide. In B.C., a not-for-profit organization may choose to incorporate as a “society” under the Societies Act. 150 (1) An officer has complied with his or her duties under subsection 148(2) if the officer exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance in good faith on a report of a person whose profession lends credibility to a statement made by that person. (4) The by-law, amendment or repeal ceases to have effect if it is not submitted by the directors to the members as required under subsection (2) or if it is rejected by the members. (b) fulfils the conditions set out in subsection (3). 1 - Short Title 2 - PART 1 - Interpretation and Application 2 - Interpretation 3 - Application 4 - Purpose 5 - Designation of Minister 6 - PART 2 - Incorporation 16 - PART 3 - Capacity and Powers 20 - PART 4 - Registered Office and Records 28 - PART 5 - Corporate Finance 37 - PART 6 - Debt Obligations, Certificates, Registers and Transfers Not-for-profit corporations. Industry Canada has placed over 500 pages of information on the new act on their website in over 70 different documents. 1 - Short Title 2 - PART 1 - Interpretation and Application 2 - Interpretation 3 - Application 4 - Purpose 5 - Designation of Minister 6 - PART 2 - Incorporation 16 - PART 3 - Capacity and Powers 20 - PART 4 - Registered Office and Records 28 - PART 5 - Corporate Finance 37 - PART 6 - Debt Obligations, Certificates, Registers and Transfers Corporations Canada extends AGMs for Canada Not-for-profit Corporations Act (“CNCA”) corporations till Dec 31, 2020. I was asked to talk about procedural issues and strategies under the Canada-Not-For-Profit Corporations Act that may arise in board and members’ meetings. The CNCA will replace the Canada Corporations Act (CCA). Read Annual meetings of federal businesses, not-for-profits and cooperatives during COVID-19 in 2021. 151 (1) A corporation may indemnify a present or former director or officer of the corporation, or another individual who acts or acted at the corporation’s request as a director or an officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the corporation or other entity. 2010, c.15 ("ONCA") has been extended.The ONCA received Royal Assent and was adopted in … Previous Versions, Marginal note:Officer — reasonable diligence. If the by-law, amendment or repeal is confirmed, or confirmed as amended, by the members it remains effective in the form in which it was confirmed. S.C. 2009, c. 23. (5) Despite subsection (1), an individual referred to in that subsection is entitled to indemnity from the corporation in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defence of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual’s association with the corporation or other entity as described in that subsection, if the individual seeking indemnity, (a) was not judged by the court or other competent authority to have committed any fault or to have omitted to do anything that the individual ought to have done; and. The Canada Not-for-profit Corporations Act, S.C. 2009, c. 23 (NPCA) came into force on October 17, 2011.The NPCA supersedes Part II of the Canada Corporations Act (CCA), the former federal legislation for those seeking to incorporate a not-for-profit corporation (NFP). 1 Background. 1 - Short Title 2 - PART 1 - Interpretation and Application 2 - Interpretation 3 - Application 4 - Purpose 5 - Designation of Minister 6 - PART 2 - Incorporation 16 - PART 3 - Capacity and Powers 20 - PART 4 - Registered Office and Records 28 - PART 5 - Corporate Finance 37 - PART 6 - Debt Obligations, Certificates, Registers and Transfers TO THE NEW CANADA NOT-FOR-PROFIT CORPORATIONS ACT Wayne D. Gray* On June 23, 2009, Bill C-4, the Canada Not-for-profit Corporations Act received Royal Assent. In addition, the Canada Not-for-profit Corporations Regulations (SOR/2011-223) (the "Regulations") were adopted on October 6, 2011 and also came into force on October 17, 2011. Corporations Canada is the government agency of Innovation, Science and Economic Development Canada responsible for incorporation of Canadian businesses and "corporate laws governing federal companies, except for financial intermediaries (b) the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws; (c) the member’s term of membership expires; or. The proclamation period for the Not-for-Profit Corporations Act, 2010 S.O. (2) An officer has complied with his or her duties under subsection 148(1) if the officer relied in good faith on a report of a person whose profession lends credibility to a statement made by that person. Canada Not-for-profit Corporations Act. The bill was introduced in the last session of Parliament but died on the Order Paper when Parliament was prorogued on … (3) A corporation may not indemnify an individual under subsection (1) unless the individual, (a) acted honestly and in good faith with a view to the best interests of the corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the corporation’s request; and. Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows: Short Title. The new Canada Not-for-profit Corporations Act (S.C. 2009, c. 23) (the "New Act") was assented to June 23, 2009 and came into force on October 17, 2011. The Ontario Not-for-Profit Corporations Act (ONCA) All corporations in Ontario, including not-for-profits and charities, are currently governed by the Ontario Corporations Act (“OCA”). This guide provides basic information about Ontario’s Not-for-Profit Corporations Act, 2010 (ONCA).It is intended to be used by members, directors, officers, administrators and others supporting organizations that are thinking of incorporating as a not-for-profit corporation, but may not have not-for-profit … The new Canada Not-for-profit Corporations Act ("CNCA") received Royal Assent on June 23, 2009 and was proclaimed in force effective October 17, 2011.The Act replaces Part II of the Canada Corporations Act ("CCA") and modernizes the regime governing federal not-for-profit corporations … Corporations Canada has also developed an online interactive tool called a By-law builder: not-for-profit corporations that allows you to generate the by-laws you want by choosing provisions that meet the specific needs of your corporation from a … Full Document: Canada Not-for-profit Corporations Act, Debt Obligations, Certificates, Registers and Transfers, Receivers, Receiver-managers and Sequestrators, Special Act Bodies Corporate Without Share Capital, Transitional Provisions, Consequential Amendments, Coordinating Amendments, Repeals and Coming into Force, An Act to incorporate St. Mary’s River Bridge Company, An Act to incorporate the Jules and Paul-Émile Léger Foundation, An Act to incorporate the Pickering Harbour Company (Limited) and to authorize it to collect tolls, An Act to provide for the creation by amalgamation of The Wesleyan Church of Canada, Canada Employment Insurance Financing Board Act, Canada Foundation for Sustainable Development Technology Act, Canadian Institutes of Health Research Act, Evangelical Lutheran Church in Canada Act, Evangelical Missionary Church (Canada West District) Act, First Nations Fiscal and Statistical Management Act, Public Sector Pension Investment Board Act, Sahtu Dene and Metis Land Claim Settlement Act, Yukon First Nations Land Claims Settlement Act, French Constitutional Drafting Committee (1990), Statutes Repeal Act: Reports, Deferrals and Repeals, Miscellaneous Statute Law Amendment Program, Typographical and Grammatical Corrections, Table of Public Statutes and Responsible Ministers, Consolidated Index of Statutory Instruments. •To provide you with knowledge and tools to prepare the documents needed to continue under the new Act, including Articles of Continuance and By-laws. As we have reported previously in this Newsletter, corporations that are currently incorporated federally under the Canada Corporations Act (CCA) must continue under the Canada Not-For-Profit Corporations Act (CNCA) by October 17, 2014.. Non-share capital corporations not yet continued under the CNCA can still operate under the CCA, the corporation’s current letters patent, … Maintaining corporate records and how to keep your corporation in good standing. 156 Unless the articles or by-laws of a corporation otherwise provide, a membership is terminated when. The new Act is important governance legislation in its own right but will doubtless exert an influence far beyond those corporations that will incorporate or continue under it. Canada Not-for-profit Corporations Act (CNCA) Suitcase By Mark Blumberg (September 30, 2013) The Canada Not-for-profit Corporations Act (CNCA) came into force on October 17, 2011. 2011-1163 2011-10-06. Understand the requirements for a public accountant and the level of financial review for your corporation. Act current to 2020-12-17 and last amended on 2018-05-01. (a) the conditions for membership in each class or group; (b) the manner of withdrawing from a class or group or transferring membership to another class or group and any conditions of transfer; and. Table of Contents. The Canada Not-for-profit Corporations Act (the “NFP Act”) came into force on October 17, 2011. (4) A corporation may, with the approval of a court, indemnify an individual referred to in subsection (1), or advance money under subsection (2), in respect of an action by or on behalf of the corporation or other entity to procure a judgment in its favour to which the individual is made a party because of the individual’s association with the corporation or other entity as described in subsection (1), against all costs, charges and expenses reasonably incurred by the individual in connection with the action, if the individual fulfils the conditions set out in subsection (3). If you prefer to submit a non-online request to create a corporation (by email or mail) this document will help you to prepare the request. This head-scratching setup will likely leave smaller federally-incorporated charities wondering where exactly they … Industry Canada has indicated that the day will be named in the Spring of 2011. Canada Not-for-profit Corporations Regulations. 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