Updates to ON/NO Incorporation Documents

The ON/NO Board of Directors has been working hard for the past year to update our incorporation documents in order to comply with Ontario government requirements. These documents consist of our Articles of Incorporation and our By-law.

Background

ON/NO was incorporated in 1995 as a not-for-profit corporation under the Ontario Corporations Act. In 2010, Ontario created a new act, the Ontario Not-for-profit Corporations Act (ONCA) to govern not-for-profit corporations in the province. This new act was proclaimed in October 2021 and not-for-profit corporations in Ontario were given three years (until October 2024) to bring their governing documents (i.e., Articles of Incorporation and By-law) into compliance with the Act.

To meet this requirement, ON/NO established a working group under the leadership of Ted Thompson, Past President of ON/NO, to draft the new documents. The other members of the working group were a member of the Board of Directors and an ON/NO member who has professional expertise and experience in this field. The working group had extensive consultation with the Board during the development of the new documents.

Updates on the progress of the work were provided to members at Members Gatherings throughout the past year culminating in a briefing on the proposed changes at the Members Gathering in June. Following that meeting, members received an email providing links to the proposed new documents as well as the documents to be replaced and were invited to submit comments.

The ON/NO Board of Directors approved the documents on September 5, 2024.

The steps remaining are to obtain member approval of the documents and to file the Articles of Incorporation with the Ontario government prior to the deadline in October. A Special Members Meeting is planned for September 26, 2024 at which members will be asked to approve the documents.

Summary of Changes

A two-page summary of the proposed changes can be found at:

Documents for Approval

The documents to be approved can be found at the following links:

At this time, the documents are available only in English. Once approved, all documents will be translated into French.

When comparing the proposed By-law Version 8 to its current counterpart (By-law Version 7), please note that several sections of the latter have been extracted and made into separate Policies.

Although members are not being asked to approve any of the Policies at this time, links to them are provided below for the benefit of members who may wish to consult them (some of these are existing policies while others are new policies extracted from the current By-law):

Current Documents

To enable members to compare the proposed new documents to our existing documents, links to the latter are provided below.

The original 1995 Articles of Incorporation (known at the time as Letters Patent) is available at the following link:

The current By-law and Policies are available via the following links: