FAQs about the ONCA
When will the ONCA take effect (be proclaimed)?
There is no firm date when Ontario’s Not-for-Profit Corporations Act, 2010 (ONCA) will take effect. A technical amendments bill must be passed before the law can take effect. A technical amendments bill known as Bill 85 was introduced in the Ontario legislature in June 2013, but died on the order paper when the provincial election was called.
The ONCA has been delayed so often. Is it possible it will never come into force?
It is remotely possible but not likely. A similar federal law has already come into force. The bill is non-partisan and broadly supported. The delay is due to a crowded legislative agenda.
Will the ONCA change a lot before it takes effect?
Small technical points might change, but it is unlikely that the main content will change. The legislation was passed in 2010 and is broadly supported. The regulations, which contain some of the details, won’t be available until the Ontario legislature passes a technical amendments bill. The last technical amendments bill, called Bill 85 in the last legislative session, contained proposals for small changes, but the bill died on the order paper when the provincial election was called. Ontario Nonprofit Network discussed what the amendments in Bill 85 would mean. Carters Professional Corporation also commented. There is no guarantee that a new technical amendments bill will be the same as Bill 85.
Where can I find a sample bylaw that complies with the ONCA?
The Ministry of Government and Consumer Services (MGCS) has created a draft organizational bylaw that you can use as a starting point. You can change the MGCS bylaw to suit your needs, as long as you do not remove the mandatory provisions of the ONCA. The Get Ready for the ONCA sample bylaw with options resource adds instructions, options, and things to consider when reviewing the bylaw text provided by MGCS. If you already have bylaws under the Corporations Act, try our tool How to adjust existing bylaws.
Where can I find sample articles of incorporation (letters patent) that comply with the ONCA?
“Letters Patent” in Ontario’s Corporations Act are called “articles of incorporation” in the ONCA. Until the regulations for the ONCA are published, we cannot know exactly what will be required. However, the ONCA requires different things in articles than are required in Letters Patent. Your organization’s current Letters Patent will be replaced by Articles of Amendment once you file to amend your Letters Patent.
We want to incorporate a new organization. Should we wait for the ONCA to come into force?
No. There is no firm date when the ONCA will take effect. You can incorporate under the current law, Ontario’s Corporations Act. However, you should learn about the ONCA and make your bylaws and Letters Patent as compliant with the ONCA as you can, while still conforming to Ontario’s Corporations Act. This will make your eventual transition to the ONCA easier. Another option is to incorporate under the Canada Not-for-Profit Corporations Act, the new federal legislation that governs nonprofit corporations.
Can we change our bylaws to comply with the ONCA now?
If you are changing your bylaws for other reasons, you can make changes to get ready for the ONCA. However, you can’t be certain until the regulations are published whether your bylaws will comply with the ONCA. It is important to ensure that any changes that are done in order to prepare for the ONCA comply with Ontario’s Corporations Act. Most organizations will have three years after the ONCA comes into force to amend their bylaws to comply with the ONCA.
We have many member classes and non-voting members. Should we change them now?
It depends. It is easier to change membership structures under the current rules. It will be more complicated after the ONCA takes effect. Under the ONCA, non-voting members will have the right to vote in certain circumstances, and the ONCA contains rules requiring separate votes by each member class in certain circumstances. Under the current wording of the ONCA, these rights and rules will apply as soon as the ONCA comes into force. While a technical amendments bill may change some of the details in the ONCA that relate to non-voting members and when such rules will apply, there is no guarantee that these changes will occur.
We’ve heard that existing organizations will have three years to comply with the ONCA. Besides member rights, are there other aspects of the ONCA that will apply as soon as it is proclaimed?
Bill 85, the technical amendments bill that didn’t pass because of the election call, contained an amendment that would allow an organization to continue to operate under its current bylaws until the organization transitions to the ONCA. However, as the ONCA currently reads, where an organization’s current bylaws are silent (in other words, don’t address a certain issue), the rules in the ONCA will automatically apply. Where the organization’s bylaws comply with Ontario’s Corporations Act, but not with the ONCA, the provision in the bylaws will continue to be valid until amended, or until the end of the three-year transition period.
FAQs about the Get Ready for the ONCA project
Can the Get Ready for the ONCA project give us legal advice or review our bylaws or articles?
No. We cannot comment on specific situations or review documents for individual organizations.
Reviewed: Sep 2015