Not-for-Profit Corporations Act, 2010 (the “Act”) and Bill 91, Less Red Tape, Stronger Economy Act, 2023 (the “Bill”) 

The Act was proclaimed into force on October 19, 2021, and generally applies to all Ontario not-for-profit corporations. Existing not-for-profit corporations previously governed under the Corporations Act have a three-year transition period from October 19, 2021 to make necessary changes to their governing documents and other documents to comply with the Act.

The Bill received royal assent on June 8, 2023. Schedule 22 of the Bill amends the Act effective October 1, 2023.

Amendments to the Act

Most of the amendments allow for more permanent changes to the governance rules on the use of telephonic or electronic means.

Effective October 1, 2023, the Act defines telephonic or electronic means as “any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, an automated touch-tone telephone system, computer or computer networks.”

Some of the amendments are as follows:

  • Notices for a meeting of the members or directors do not need to state the place of the meeting if it is to be held entirely by one or more telephonic or electronic means  (subsections 34(3.1) and 55(1.1) of the Act).
  • If a person may attend a meeting of directors or of the members by telephonic or electronic means, the notice for such meetings must include instructions for attending and participating and, if applicable, voting by such means (subsections 32(5), 34(3.2) and 55(1.2) of the Act).
  • The inspection or examination of specified records as well as the copies or taking or providing of extracts of specified records may be completed remotely at any time by means of any technology (subsections 94(3), 94(4), 95(1.1), 95(1.2), 96 (1.1), 97(2.1), 97(2.2), 98(2.1) and 98(2.2) of the Act).
  • Certain items must be announced at a meeting of directors that is adjourned, if notice is not otherwise given. Certain items must be announced at a meeting of the members that is adjourned for an aggregate of less than 30 days, if notice is not otherwise given (subsections 34(5) and 55(5) of the Act).
  • Meetings of directors or of the members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means. The articles or by-laws may limit the manner by which such meetings may be held and may specify requirements that apply. A members’ meeting held in such manner must enable all persons entitled to attend the meeting to reasonably participate. Whereas a directors’ meeting held in such a manner must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously (subsections 34(6) to 34(10) and 53(4) to 53(8) of the Act).
  • Manner of voting at meetings of members, including that, unless the articles or by-laws expressly provide otherwise, a vote may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person (section 58 of the Act).
  • All registers and other records required by the Act or the regulations to be prepared and maintained by a corporation may be in any form, provided that they are capable of being reproduced in an accurate and intelligible form within a reasonable time (subsection 100(1) of the Act).
  • The Minister is authorized to make regulations governing the inspections and examinations of specified records and governing transitional matters (subsection 208(1) of the Act).
  • Part XVI (Special Rules During Temporary Suspension Period), Part XVII (Temporary Suspension Period — Transition) and Schedule 1 (Special Rules During Temporary Suspension Period) of the Act are repealed. The regulation extending the temporary suspension period is also revoked.
  • If a corporation has an audit committee, the audit committee must include one or more directors (subsection 80(1) of the Act).
  • Other technical amendments.

For more information about the Act, our experienced Business Law lawyers can assist you. To learn more about how we can assist you, please contact us online or by telephone at (416) 863-0125.

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