May 24, 2013

Industry Canada starts sending out default notices under the CNCA

Corporations Canada, under Industry Canada, has started sending out default notices to organizations that are under the new CNCA but have not filed their Form 4022 - Annual Return.  The Annual Return is quite easy to complete. Here is a link to it:
http://www.ic.gc.ca/eic/site/cd-dgc.nsf/vwapj/FRM-4022-e.pdf/$file/FRM-4022-e.pdf  It can also be filed online at http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs04956.html

Here is the notice from Industry Canada with names removed:

“Annual Filing In Default
Canada Not-for-profit Corporations Act (NFP Act)
The above-mentioned corporation is in default of filing its 2013 annual return which was due to be filed between 2013-01-24 and
2013-03-25.

CAUTION
Failure to file an Annual Return may result in the dissolution of the corporation. Dissolution terminates the existence of a corporation and can have serious legal repercussions, particularly if the corporation is a registered charity under the Income Tax
Act.

HOWTOFILE
File ONLINE (and pay less)- filing fee is $20.
Visit http://www.corporationscanada.ic.gc.ca and choose “File an Annual Return.”
File by EMAIL, FAX OR MAIL- filing fee is $40.
Download Form 4022 -Annual Return from our website in PDF format or contact us. Email the completed form with credit card information to .(JavaScript must be enabled to view this email address). Fax the completed form to 613-941-4803 with credit card information or mail it with credit card information or with a cheque payable to the Receiver General for Canada.

OTHER REPORTING OBLIGATIONS

The corporation must keep the information regarding its registered office address and its board of directors up-to-date.

Visit the “Search for a Federal Corporation” section of our website to verify the corporation’s information and consult “Your Reporting Obligations under the Canada Not-for-profit Corporations Act (NFP Act)” to find out how to file these changes.”

May 08, 2013

Ontario government releases plain language guide to ONCA

Today the Ontario government announced the release of the plain language guide to the ONCA.

Here is the announcement:

“Sent to you on behalf of David Brezer, Director of the Consumer Policy & Liaison Branch, Ministry of Consumer Services.

I am writing to provide you with an update on the implementation tools for the new Not-for-Profit Corporations Act, 2010 (ONCA).

The Ministry of Consumer Services is pleased to announce the plain language guide to ONCA is now available on the Ministry’s website at: http://www.sse.gov.on.ca/mcs/en/Pages/onca7.aspx.

The plain language guide explains sections of ONCA that will likely have the most impact in the areas of incorporation, directors/officers and members.

Thank you.”

April 25, 2013

Industry Canada updated Canada Not-for-profit Corporations Act Forms for Web Accessibility

Industry Canada today announced today that “The forms under the Canada Not-for-profit Corporations Act have been modified to ensure a high level of Web accessibility to which the Government of Canada is committed. Only the format and look have been modified. The content of the forms remains unchanged. Corporations Canada will continue to accept applications that use the old versions of the forms. Please refer to our website to find specific forms.”

The link to the Industry Canada forms is at:  http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs05260.html#NFP

April 18, 2013

Ontario publishes Ontario Not-for-Profit Corporations Act (ONCA) Draft Organizational By-law

The Ontario government has published an ONCA draft organizational by-law.

Here is a link:  http://www.sse.gov.on.ca/mcs/en/Pages/onca6.aspx

Here is a blurb from the Ontario government:

“Introduction

This is a default by-law under section 18 of the Ontario not-for-profit corporations act, 2010 and regulations made under it (the “act”) and applies automatically only if the corporation does not pass a general by-law within 60 days after the date of its incorporation. This by-law may be replaced at any time by following the appropriate procedures under the act. This by-law does not apply to existing corporations which have passed a general by-law already and may not be appropriate for your particular corporation, but may be a tool that existing corporations can use as a reference.

This by-law provides rules and procedures to be followed by the corporation in its day-to-day governance and is intended to apply to the most common corporate events. Relevant provisions of the act have been incorporated where applicable. However, this by-law is not in itself a complete codification of the provisions of the act and other laws applicable to the corporation. Many applicable provisions of the act and the law have not been duplicated in this by-law and reference to both should be made to ensure that all relevant legal requirements have been complied with.

In all cases you should obtain advice from a qualified person on both the appropriate matters to be contained in a by-law and its interpretation.”

April 08, 2013

Blumbergs’ Charity Law Boot Camp in Toronto - April 18, 2013

On April 18, 2013 we will have the first Blumbergs’ Charity Law Boot Camp in Toronto.  It will be a one day boot camp on compliance and standards issues for Canadian charities led by charity lawyer Mark Blumberg.

Overview:  This one-day workshop will deal with questions that all charities (or potential charities) should consider.  The first 2 hours will deal with questions such as: What are we trying to accomplish? Should we incorporate? Should we be a registered charity? What is the difference between a for-profit, non-profit and registered charity? How do we apply for registered charity status and what are some of the obstacles?

The rest of the day will cover matters that are significant for any operating charity surrounding revenue generation rules, receipting, transparency, and protecting your charity against risks. Topical issues such as collaboration, foreign activities, political activities and the new Canada Not-for-Profit Corporations Act (CNCA) and Ontario Non-Profit Corporations Act (ONCA) will be touched upon as well.

Who should attend:  While the Charity Law Boot Camp may be very helpful for new or junior staff members trying to understand compliance and governance in the charity sector it is also helpful for senior executives in the charity sector who are regularly called upon to deal with compliance issues, either for their own organization or for other start up or established organizations.  Understanding compliance and standards will be helpful to those involved with governance but also those involved in program delivery, communications and fundraising. 

Cost: $145.00 (includes breakfast, lunch, snacks, materials, registration fees).  Space is limited.

Date and Location: Thursday, April 18, 2013 from 8:30 AM to 4:30 PM
At Oakham House at Ryerson - 55 Gould St. Toronto, ON M5B 1E9

More information:  For a complete agenda or to register see:  http://charitylawbootcamp.eventbrite.com/  Here is a PDF of information on the Blumbergs’ Charity Law Boot Camp in Toronto - April 18, 2013
Blumbergs_Charity_Law_Boot_Camp_in_Toronto_-_April_18,_2013.pdf

March 28, 2013

ONCA delayed again - implementation no earlier than January 2014

The following text is from the Ontario government website: “ONCA is targeted to come into effect no earlier than January, 2014. Existing not-for-profit corporations will have a three-year transition period once ONCA is in effect.  Community Legal Education Ontario (CLEO) will provide support to not-for-profit corporations as they make the transition to ONCA.”  Therefore, the July 1, 2012 target date has been delayed by at least 6 months.  Also the Ontario government is noting that CLEO will be providing support but no details have been provided at this time.

Here is a link to the Ontario government page:
http://www.sse.gov.on.ca/mcs/en/Pages/not_for_profit.aspx

Here is a note I received from the Ontario government:

“Sent to you on behalf of David Brezer, Director of the Consumer Policy & Liaison Branch, Ministry of Consumer Services.

I am writing to provide you with an update on the implementation status of the new Not-for-Profit Corporations Act, 2010 (ONCA).

The government will delay proclamation of ONCA to provide additional time for not-for-profit corporations to prepare for transition.  The Act is now targeted to be proclaimed no earlier than January 2014.  An update on proclamation will be made available on the Ministry’s website at: http://www.sse.gov.on.ca/mcs/en/Pages/Not_For_Profit.aspx. 

I am pleased to advise that the Minister of Consumer Services has approved a grant to Community Legal Education Ontario (CLEO) to develop and deliver a program that will build awareness about ONCA and provide a variety of supports to not-for-profit corporations as they make the transition to the new Act.  This grant is being funded through contributions by the Ministry of Consumer Services, the Ministry of Citizenship and Immigration, and the Ministry of Tourism, Culture and Sport.

In addition to the grant to CLEO, MCS and the Ministry of Government Services are continuing to finalize tools to support implementation (e.g., plain language guide, draft default by-law, electronic toolkit).  Additional tools (e.g., transition checklist) and information can be found on MCS’ website.
 
The government is committed to reviewing the Act following proclamation based on experience in the sector, including the issues that the Ontario Nonprofit Network has raised on behalf of its members.  The government is exploring the possibility of holding back from proclamation the provisions of the Act giving voting rights to non-voting members in certain limited circumstances, which is a key sector concern.  Where the case for amendments to improve the Act is made, the Ministry will seek to bring reforms forward for consideration. 

We would appreciate your help in communicating these developments to the not-for-profit sector.  Thank you for your continued support.
”

March 12, 2013

Charity Village article on the Ontario Not-for-Profit Corporations Act (ONCA)

Andy Levy-Ajzenkopf recently posted an article on Charity Village providing some comments and information regarding the Ontario Not-for-Profit Corporations Act (ONCA).

Here is a link to the Charity Village article on the ONCA:
https://charityvillage.com/Content.aspx?topic=Act_II_An_update_on_the_Ontario_Not_for_Profit_Corporations_Act

March 10, 2013

OBA program “Not‐for‐Profit and Charitable Organizations in the Health Sector”

I will be speaking at an upcoming Ontario Bar Association conference on April 8, 2013 dealing with “Not‐for‐Profit and Charitable Organizations in the Health Sector: Evolving Governance & Compliance Issues”.  My topic will be: “Tax issues – Canada Revenue Agency’s new fundraising guidance, receipting and inter‐charity transfers”

Here is more information from the OBA: 
Date: Monday, April 8, 2013
Agenda: 9:00 am - 1:00 pm
Location: Twenty Toronto Street Conferences and Events (OBA Conference Centre) | 20 Toronto St., 2nd Floor | Toronto, ON
Ensure you are fully up to date on the numerous changes impacting health sector charities and not-for-profit organizations and completely understand your new and continuing obligations.
Here is the full agenda of speakers:  http://www.oba.org/en/pdf/13HEA0408Cv2.pdf
Here is the registration information: http://www.cba.org/pd/details_en.aspx?id=ON_13HEA0408C

8:30 am Registration and coffee
9:00 am Welcome for the Co‐chairs
9:05 am Not for Profit Corporations 101   Anne C. Corbett, Borden Ladner Gervais LLP
9:45 am Current Issues in the Governance of NFP Health Care Organizations - Theresa Man, Carters Professional Corporation ‐ Orangeville and Allen Doppelt, Allen Doppelt Law
11:05 am Networking Break
11:20 am Tax issues – Canada Revenue Agency’s new fundraising guidance, receipting and inter‐charity transfers - Mark Blumberg, Blumberg Segal LLP
12:00 pm Compliance/Risk Management Issues - Mary Jane Dykeman, Dykeman Dewhirst O’Brien LLP and Kathy O’Brien, Dykeman Dewhirst O’Brien LLP
12:50 pm Question Period and Concluding Remarks
1:00 pm Program Concludes

February 14, 2013

New Transparency in Ontario for Non-Profits to be released in next few months

I have been concerned that it is not easy for people interested in Ontario non-profit and charity sector to obtain information on Ontario non-profit corporations.  With the Federal government the information is available online and free.  I have been requesting from the Ontario government a list of Ontario corporations, to publish the list, and to make it easier for the public to verify if an organization is an Ontario corporation.  I recently received an e-mail from the Ontario Ministry of Government Services.  They advised “when the new Ontario Business Information System (ONBIS) is launched (tentatively scheduled for July 1, 2013), most of the data you are requesting will be available to the public online and free of charge.  Fundamental information about a corporation such as the name, corporation number, date of incorporation, type and status will all be available.  The Ontario Not-for-Profit Corporations Act, 2010 is currently targeted to come into effect at the same time as the new ONBIS system.” Making some basic information from the ONBIS system available to everyone free of charge is a small but important step in assisting Ontario non-profits with the ONCA.

Why is this important?  Approximately 54000 Ontario non-profits incorporated under the Ontario Corporations Act (OCA) will be affected by the new Ontario Non-Profit Corporations Act (ONCA).  Many of these organizations are small groups of volunteers and they may not know whether they are a federal or Ontario corporation.  They in many cases don’t have a copy of their letters patent etc.  Many organizations use a name (and have for many years) which is not the same as their legal name.  Many organizations don’t know the exact formulation of their legal name.  Many think they are incorporated but they are actually unincorporated associations.  With Federal corporations anyone person can search the Industry Database for free.  Ontario does not have such a facility for easy and public access to the ONBIS data system.  This online ONBIS system will allow Ontario non-profit corporations to able to verify they are an Ontario non-profit, that they are still active and the correct spelling of the name of the organization etc. 

We have been working on the Federal continuance process since October 2011.  The number 1 issue we have encountered are non-profits and charities who think that the Federal CNCA applies to them when in fact they are Ontario corporations and the ONCA (targeted to come into force July 1, 2013), not the CNCA, that is the statute that will apply to them. 

I am not optimistic that the transition is going to go through smoothly in Ontario.  I have almost no concerns with the ONCA itself – my concerns are with non-profit organizations that in many cases don’t even know that they are an Ontario non-profit and whether the ONCA will apply to them.  Non-profits have limited energy to spend on governance matters and currently it is more difficult than it should be for them to find this information from the Ontario government.  The process for your average charity of obtaining information from the Ontario government is cumbersome, confusing and expensive.  Remember microfiche - yes Ontario records are in microfiche format.  I have written a number of articles recently on the transition including this recent article for the Trillium Foundation: http://www.scribd.com/doc/124033018/Opportunity-Knocks

February 05, 2013

Mark Blumberg’s OTF article on Ontario Not-for-Profit Corporations Act (ONCA)

Here is my article on the new Ontario Not-for-Profit Corporations Act (“ONCA”) that I prepared for the Ontario Trillium Foundation blog http://www.scribd.com/doc/124033018/Opportunity-Knocks

The main Ontario Trillium Foundation blog is at: http://www.scribd.com/OTF_FTO

For those who are not familiar with OTF it is “The Ontario Trillium Foundation (OTF), one of Canada’s leading grantmaking foundations, is an agency of the Government of Ontario.”