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ONCA Basics
Webinar November 2013
Outline
•
•
•
•
•
•

What is the ONCA?
Does the ONCA apply to my nonprofit?
What has changed in the new law?
Areas to watc...
How we got here
• Few updates since the 1950’s
• Consultations starting in 2007
• In 2010 the ONCA (Bill 65) passed, but i...
What has changed
• Easier and quicker to incorporate
• More clarity for directors and for
members
• Audits or financial re...
Does the ONCA apply to us?
• Yes, if you are incorporated under
the Ontario Corporations Act
• Special statute corporation...
Areas to Watch
•
•
•
•
•

Member classes and member rights
Meetings, voting and proxies
Directors terms and conditions
Def...
Member rights and classes
• Member rights
– Lower numbers to propose ideas, call meetings or
nominate directors

• Types o...
Directors
•
•
•
•

More and clearer rules
Maximum four year terms
Number of directors now in articles
1/3 of directors can...
Public Benefit Corporations
• Charities are automatically public benefit
corporations (PBCs)
• If you are not a charity, s...
Audits and Financial Reviews
• Qualified, independent auditors
• Financial Reviews cheaper, less effort
• For smallest org...
Audits and Financial Reviews
• PBCs < $500k a year – can waive
audit, have review
• PBCs < $100k a year – can waive
both a...
How will this affect you?
• Members and Directors: will structures
or practices need to change?
• Meetings and Proxies: wi...
What to do
1. Gather your documents
2. Monitor: things are changing as we go
3. Look at mandatory, default and
alternate r...
Useful Links
• Ministry of Consumer Services site:
– Transition Checklist
– Guide to the ONCA
– Draft organizational bylaw...
Keep updated
• Subscribe to ebulletin
–www.nonprofitlaw.cleo.on.ca
• Amendments
–www.theonn.ca/onca
Questions?
Brenda Doner
CLEO
416-408-4420 x 828
brenda.doner@cleo.on.ca
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New rules for Ontario nonprofits - the basics

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Recorded on November 5, 2013 (28 minutes) - The Ontario government is modernizing the law that governs how nonprofit organizations operate. The new law is called the Ontario Not-for-Profit Corporations Act, or the ONCA. If your nonprofit organization is incorporated in Ontario, this webinar can help your board members or senior staff to prepare for the ONCA. The webinar briefly covers the following topics:

why it’s important
what’s in the bylaws and articles
members and voting requirements for directors
requirements for public benefit
corporations audits and financial review engagements
steps to prepare for the ONCA

An archived version of this webinar is available for viewing (along with copies of presentation materials), on the webinars and events page of http://nonprofitlaw.cleo.on.ca. Subscribe to the "Get Ready for the ONCA" ebulletin to get notice when the webinar and handouts are available online.

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New rules for Ontario nonprofits - the basics

  1. 1. ONCA Basics Webinar November 2013
  2. 2. Outline • • • • • • What is the ONCA? Does the ONCA apply to my nonprofit? What has changed in the new law? Areas to watch – Q and A What do we have to do? Q and A
  3. 3. How we got here • Few updates since the 1950’s • Consultations starting in 2007 • In 2010 the ONCA (Bill 65) passed, but it is not yet in effect • Likely in effect in 2014 • 3 year transition - comply by 2017
  4. 4. What has changed • Easier and quicker to incorporate • More clarity for directors and for members • Audits or financial review requirements eased
  5. 5. Does the ONCA apply to us? • Yes, if you are incorporated under the Ontario Corporations Act • Special statute corporations – the ONCA applies “except where otherwise expressly provided”
  6. 6. Areas to Watch • • • • • Member classes and member rights Meetings, voting and proxies Directors terms and conditions Definition of public benefit corporations Financial reviews and audits
  7. 7. Member rights and classes • Member rights – Lower numbers to propose ideas, call meetings or nominate directors • Types of members = member classes – e.g. supporters, clients, honorary members • More access to info – Articles, bylaws, members’ list, financial statements • Mandatory proxies
  8. 8. Directors • • • • More and clearer rules Maximum four year terms Number of directors now in articles 1/3 of directors can be employees - but not if you’re a charity • Limit to # of vacancies a board can fill
  9. 9. Public Benefit Corporations • Charities are automatically public benefit corporations (PBCs) • If you are not a charity, source of funding determines status – over $10,000 a year from gov’t or 3rd party (not members or employees) = PBC • Requirements are different for PBCs and non-public benefit corporations – e.g. financial reporting, dissolution requirements
  10. 10. Audits and Financial Reviews • Qualified, independent auditors • Financial Reviews cheaper, less effort • For smallest organizations, members can agree to waive audits or reviews – 80% agreement renewed at each annual meeting
  11. 11. Audits and Financial Reviews • PBCs < $500k a year – can waive audit, have review • PBCs < $100k a year – can waive both and have internal report only • Non-PBCs < $500k a year –can waive audit and review
  12. 12. How will this affect you? • Members and Directors: will structures or practices need to change? • Meetings and Proxies: will member proposals, notice periods or the proxy requirement be a challenge? • Financial Audits and Reviews–what reporting can and will we do?
  13. 13. What to do 1. Gather your documents 2. Monitor: things are changing as we go 3. Look at mandatory, default and alternate rules 4. Consider changing member structures now before the ONCA takes effect
  14. 14. Useful Links • Ministry of Consumer Services site: – Transition Checklist – Guide to the ONCA – Draft organizational bylaw http://www.sse.gov.on.ca/mcs/en/Pages/Not_For_Profit.aspx • Bill 65 – ONCA legislation http://www.ontla.on.ca/web/bills/bills_detail.do?local e=en&Intranet=&BillID=2347
  15. 15. Keep updated • Subscribe to ebulletin –www.nonprofitlaw.cleo.on.ca • Amendments –www.theonn.ca/onca
  16. 16. Questions? Brenda Doner CLEO 416-408-4420 x 828 brenda.doner@cleo.on.ca

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