Future ONCA Changes to Consider in Drafting or Revising New Bylaws

What significant ONCA changes will be required in the future?

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Three significant ONCA changes should be considered when drafting or revising Ontario NFP bylaws.

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1. Non-voting members will gain certain voting rights. However, this right will be delayed for at least three years after the ONCA takes effect.

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2. Each class of voters will have a collective veto on important decisions. This means that if a majority of a class votes against a decision, it cannot be approved. Note that this provision, too, will be delayed to at least three years after the ONCA takes effect.

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3. Non-profits will no longer have to give their members proxy voting rights unless your bylaws say so. Bylaws may provide that only members are allowed to be proxies. Also, not-for-profit bylaws can provide for mail-in or electronic voting if you wish.

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In addition to the three crucial ONCA changes mentioned earlier, a few other changes should be considered when drafting or revising Ontario NFP bylaws.

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One significant change is that members of the corporation will have the right to make proposals and requisitions. For instance, members can submit proposals for consideration at general meetings, such as a proposal to change the bylaws, and request the directors call a meeting to discuss a specific issue, such as a financial audit.

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Another change of utmost importance is the new requirement for bylaws to include a statement about the corporation’s commitment to diversity, inclusion, and anti-discrimination principles. This statement should not be taken lightly, as it indicates the corporation's dedication to these values and its promise to ensure its activities are consistent with them.

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The ONCA also introduces new rules around conflict of interest. Directors and officers will be required to disclose any conflicts of interest and cannot participate in any decisions where they have a conflict of interest. The bylaws should include provisions for dealing with conflicts of interest, including procedures for disclosure and recusal.

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Finally, the ONCA introduced new directors' and officers' remuneration rules. The bylaws should set out the terms and conditions for remuneration, including the types of expenses that can be reimbursed, such as travel expenses for attending board meetings, and the process for determining remuneration.

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