The long-awaited Ontario Not-for-Profit Corporations Act, 2010 (ONCA) was proclaimed into force on October 19, 2021. ONCA now governs not-for-profit corporations (NFPs) incorporated in Ontario (including charitable organizations) and replaces Part III of the Corporations Act.

ONCA made significant updates to the legislation previously in place and modernized the process for incorporating new NFPs, clarified the rules surrounding corporate governance, accountability and commercial activities, and introduced a simplified process for financial record review, among many other things.

NFPs already in existence were given a 3-year transition period beginning on October 19, 2021 to make the necessary updates to their governing documents and corporate records to bring them into compliance with ONCA.

The Ontario Not-for-Profit Corporations Act (“ONCA”) is a new version of Ontario’s corporations’ law, specifically designed for not-for-profit organizations. The ONCA requires articles of incorporation to be updated on key issues by November 2024.

Features of the new Act:

• Makes the incorporation process for new not-for-profit corporations more efficient
• Makes a new distinction between public benefit corporations and other not-for-profit corporations
• Allows a not-for-profit corporation to provide in its by-laws other means of voting (by mail, telephone or electronic means) in addition to, or in place of, voting by proxies
• Allows a member of a corporation to appoint a proxy holder, but only if the articles or the by-laws of the corporation permit it
• Clarifies that not-for-profit corporations can engage in commercial activities if the activities support the corporation’s not-for-profit purposes
• a not-for-profit corporation may be subject to restrictions on its activities imposed by other legislation such as the Income Tax Act
• Allows for a simpler process for reviewing the corporation’s financial records
• called a “review engagement,” the process can take the place of an audit in some circumstances and, in some situations, neither an audit nor review engagement will be required
• Requires a corporation that has two or more classes or groups of members to set this out in the articles (instead of in the by-laws)
• the by-law must set out the conditions of membership
• Provides clearer rules for governing the corporation and increasing accountability
• ONCA provides a statutory duty of care for directors, which requires them to act honestly and in good faith with a view to the best interests of the corporation, and to exercise reasonable care, diligence and skill
• Sets out a due diligence and good faith reliance defence for directors
• a director will not be legally liable in certain circumstances if they acted with the care, diligence and skill a reasonably careful person would have acted in similar circumstances
• Lists specific requirements for directors and officers to report a conflict of interest in certain circumstances
• States that corporations do not always have to include a member’s proposal in meeting notices in certain circumstances
• Provides members with actions they can take if they believe directors are not acting in the best interests of the corporation
• Provides members with greater access to financial records
• Streamlines incorporation as a charitable corporation, which no longer requires Office of the Public Guardian and Trustee (OPGT) approval
• all applications for articles of incorporation will be submitted directly to ServiceOntario
• Joins other jurisdictions in Canada that have modernized their not-for-profit corporations’ laws
• the Canada Not-for-profit Corporations Act, for instance, came into effect on October 17, 2011 at the federal level

The Burk's Falls and District Historical Society has repealed the July, 2023 by-law of the Corporation and has enacted By-law #1 of the by-laws of the Corporation effective September 16, 2024:

Constitution By-law #1 (A by-law relating generally to the conduct of the affairs of The Burk’s Falls and District Historical Society)