By: Sylvie Lalonde Discussions about By-laws will rarely generate much enthusiasm or interest. That is, until a situation arises where they must be consulted and you realize that the By-laws contain gaps, inconsistencies and simply do not work. When there is a challenge to procedures relating to the conduct of meetings, the By-laws are […]
Last Call for Transition to the CNCA
By: Sukhdeep Singh Sembi If your corporation is a not-for-profit or charity and has been incorporated under the Canada Corporations Act Part II (“CCA II”), be sure to double check if you have been ‘continued’ under the Canada Not-for-Profit-Corporations Act (CNCA). The deadline, July 31, 2017 is fast approaching for corporations incorporated under the […]
Changes to the Canada Not-for-Profit Corporations Act – No Diversity Provisions
By: Karen Cooper As part of a legislative package intended to promote corporate transparency and diversity, Bill C-25 An Act to amend the Canada Business Corporations Act, the Canada Cooperatives Act, the Canada Not-for-profit Corporations Act and the Competition Act (“Bill C-25”) introduces changes to various federal corporate laws. The main purpose of Bill C-25 […]
Federal Continuance – Consequences of Not Filing
By Mark S. Anshan October 17, 2014 was a critical date for federally incorporated not-for-profit corporations and charities. That was the date by which corporations were required to adopt and file articles of continuance under the new Canada Not-for-profit Corporations Act. Failure to have filed for continuance now places those corporations that have not filed and […]
Directors’ Liabilities under the CNCA
By Tanya Carlton In June 2014, I discussed the issue of Director’s and Officers’ duties under the Canada Not-for-Profit Corporations Act (“CNCA”). Another important aspect that volunteers should be aware of when they serve on Boards of either charities or not-for-profits (“NPOs”) is the personal liability that can arise in their roles as Directors. Along […]
Access to Members’ Personal Information
By Joel Secter The Canada Not-for-profit Corporations Act (CNCA) requires federal non-share capital corporations to prepare and maintain records including, among other things, a register of members, directors and officers. This should be familiar to corporations originally established under Part II of the Canada Corporations Act because it also required them to keep separate registers […]
Close Encounters of Special Act Corporations
By Joel Secter The Canada Not-for-profit Corporations Act (CNCA) establishes a new set of rules for not-for-profit corporations in Canada. These new rules replace the Canada Corporations Act (CCA). Part 19 of the CNCA applies to any corporation without share capital incorporated by a special act of Parliament and not continued under another act. For […]
Drawing the Line on the CNCA’s Financial Requirements
Drawing the Line on the CNCA’s Financial Requirements By Alexandra Tzannidakis The new Canada Not-for-Profit Corporations Act (“CNCA”) introduces a quagmire of financial rules based on two new class divisions that interact in inexplicable ways. This head-scratching setup will likely leave smaller federally-incorporated charities wondering where exactly they fall in terms of important auditing requirements. […]
Unanimous Members’ Agreements: a New Era in Not-For-Profit Managmeent
Unanimous Members’ Agreements: A New Era in Not-for-Profit Management By Alexandra Tzannidakis The new Canada Not-for-Profit Corporations Act makes a general attempt to regulate not-for-profit corporations in a manner similar to the Canada Business Corporations Act. As part of this vision, it allows non soliciting corporation (generally those that are not supported with public funds) […]
Why Jurisdiction Matters to Corporate Finances: CNCA vs ONCA
Why Jurisdiction Matters to Corporate Finances: CNCA vs. ONCA By Alexandra Tzannidakis While Federal not-for-profit corporations are still adjusting to the new Canada Not-for-profit Corporations Act (CNCA), their Provincially-incorporated counterparts in Ontario are about to face a similar change when the Ontario Not-for-profit Corporations Act (ONCA) comes into force later this year. The two pieces […]