We often have people contacting us because they want to “update their by-law” because of the new Ontario Not-For-Profit Corporations Act (ONCA). Unfortunately, for most organizations, ONCA is not a time to “update” your by-law but much more is needed. Most organizations are going to need to file Articles of Amendment to replace provisions in their letters patent and supplementary letters patent. They may also find having restated articles to be helpful. As well, in most cases using a by-law that was formulated to comply with the Ontario Corporations Act (OCA) which dates back to 1907 is not going to be the correct approach. Instead in many cases, completely new by-laws will be easier and more efficient. You will also need board and membership resolutions and notices.
While some will make the change without using non-profit and charity lawyers, for many, especially charities, it is important to ensure not only that you make changes but that you make the correct changes. Small mistakes relating to important issues like membership can be very difficult to fix.
If your non-profit organization needs assistance with corporate changes relating to the Ontario Not-For-Profit Corporations Act (ONCA) please contact us.