ONCA: Ontario Not-for-Profit Corporations Act

During the 2023 Spring Information Meeting within the Rules and Regulations Topic, the Board discussed the Associations plans for the required adoption of ONCA. Prior to that meeting, and during both the 2023 and 2024 seasons, a great deal of effort was invested into this matter from across the Board, and especially the Board’s Rules and Regulations Committee. Frequent advice from our Association lawyer was also required to help with both ONCA-related changes, and also other non-ONCA-related changes that were performed for efficiency, so as to only go to the membership at large once and for required membership-level approvals.

What is the purpose of the ONCA?

The purpose of ONCA is to modernize how not-for-profit corporations are created, operated, governed, and dissolved. Prior to ONCA, Ontario non-profits were governed under standard corporation legislation that did not reflect the way they operate.

As of October 19, 2021, ONCA is in force. ONCA generally applies automatically to all Ontario not-for-profit corporations.

Existing not-for-profit corporations previously governed under the Corporations Act will have a three-year transition from the date ONCA came into force to make any necessary changes to their incorporating and other documents to bring them into conformity with ONCA. This was the primary driver behind the activities culminating in the 2024 Annual General Meeting (AGM) detailed discussion.

The Act now joins other jurisdictions in Canada that have modernized their not-for-profit corporations’ laws.

Our transition process included the following:

Legal review meetings regarding each of our governing documents.

ONCA-conforming legal drafts of each document, bringing them in line with ONCA. Subsequent refinement to ensure ONCA compliance yet also that these are aligned to our situation and structure.

Drafts of these documents presented by the Rules and Regulations Committee to the Board for broader Board approval and support.

As the Board approved each new governing document, the changes are made available on the website for membership discussion and questions submission.

Presentation of the documents at the 2024 AGM for membership approval.

This was an extremely involved and time consuming process. The Board, and in particular, the Rules and Regulations Committee, worked very hard to have this transition completed by the Ontario Government’s required timeline.

List of governance documents reviewed:

1. PLCA Bylaws replaced with ONCA compliant bylaws.

2. Rules and Regulations in line with PLCA bylaws.

3. Articles of Amendment for Letters Patent.

4. Membership/Occupancy Agreement .

5. Assignment of Membership.

6. Agreement of Purchase and Sale.

7. Membership Certificate.

8. Election process (must be brought in line with ONCA).

9. Registers and Ledgers (must be ONCA compliant).

Ontario Government website with additional information regarding ONCA.