Proposed Regulation under the Not-for-Profit Corporations Act, 2010
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
* 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.
July 16, 2012
Comments Due Date:
August 31, 2012
Ministry of Consumer Services
Consumer Policy and Liaison Branch
777 Bay Street, 5th Floor
Toronto, ON M7A 2J3