Sept 2022 Charity & NFP Law Update
Amendments to the CNCA and Regulations Brought Into Force
Certain amendments to the Canada Not-for-Profit Corporations Act (“CNCA”) and Canada Not-for-Profit Corporations Regulations (the “Regulations”) were brought into force on August 31, 2022. As reported in the March 2022 Charity & NFP Law Update, these amendments include various technical amendments to the CNCA set out in 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 that affect corporate governance under the CNCA. They also include technical amendments to the Regulations that were published in the Canada Gazette on March 4, 2022 as Regulations Amending Certain Regulations Administered by the Department of Industry: SOR/2022-40.
Included among the amendments to the CNCA are amendments to section 238 concerning custody of dissolved corporations’ documents and records; subsections 279(1) and (2) concerning inspection and making copies and extracts of certain corporate documents; and subsection 283(1) concerning the obligation of the Director to keep documents received and accepted pursuant to the CNCA.
Amendments to the Regulations include amendments to the time periods for which the Director must keep and produce certain corporate documents; as well as technical regulatory amendments to the Regulations, such as fixing time periods, changes to the name granting rules, and fixing typographical errors.
Ontario Extends Relief for Members’ and Directors’ Electronic Meetings to September 2023
Temporary relief for Corporations Act (“OCA”), Co-operative Corporations Act (“CCA”) and Ontario Not-for-Profit Corporations Act, 2010 (“ONCA”) corporations concerning electronic directors’ and members’ meetings has been further extended to September 30, 2023. As previously reported in the October 2021 Charity & NFP Law Update, the Ontario government has been providing temporary relief to corporations in relation to holding electronic meetings of directors and members in response to the COVID-19 pandemic. The rules in all three statutes were amended to permit electronic meetings of directors and members to be held during the “temporary suspension period”, regardless of contrary provisions in a corporation’s constating documents.
Although the temporary suspension period was previously set to expire on September 30, 2022, O Reg 473/22, Extension of Temporary Suspension Period under the OCA, O Reg 474/22, Extension of Temporary Suspension Period under the CCA, and O Reg 476/22, Extension of Temporary Suspension Period under the ONCA, were filed on August 25, 2022 to extend the temporary suspension period by one further year until September 30, 2023. As with previous extensions, the timelines for annual general meetings have not been extended.