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On June 8, 2023 Bill 91, Less Red Tape, Stronger Economy Act, 2023 ("Bill 91") received Royal Assent. Bill 91 includes a series of amendments to the Ontario Not-for-Profit Corporations Act, 2010 (the "Act" or the "ONCA") which will be effective as of October 1, 2023. Some of the changes include:
- Notice of a meeting of the members or directors does not need to state the place of the meeting if it is to be held by telephone or electronic means.
- If a meeting of the members or directors is be held by telephone or electronic means, the notice must include instructions for attending, participating and voting at the meeting.
- A members' meeting held by telephone or electronic means must enable all persons entitled to attend the meeting to reasonably participate.
- A directors' meeting held by telephone or electronic means must provide that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously.
- A vote at a meeting of the members 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 unless the by-laws expressly provide otherwise.
- If the corporation has an audit committee, the audit committee must include one or more directors.
- 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.
- A corporation may, but is not required to, permit a director or member to inspect certain corporate records remotely at any time by means of any technology and may provide the director or member any extract of the records by such means.
- Repeal of Part XVI and Part XVII of the ONCA which provide for the temporary suspension of certain provisions in the Act related to meetings by electronic means and voting at members meetings.
Ontario not-for-profit corporations have until October, 2024 to align their governing documents to conform with the amended Act after which time they will be deemed amended to comply.
Organizations that have already updated their governing documents for ONCA compliance are advised to consider if additional changes are needed to align with the new ONCA amendments.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
