The Canada Not-for-Profit Corporations Act (“CNCA”) has been in force since October 17, 2011. Corporations governed by the Canada Corporations Act (“CCA”) have until October 17, 2014 to continue under the CNCA. The transitional provisions of the CNCA state that a corporation that does not apply for a certificate of continuance by the deadline may be dissolved.
It therefore is critical that organizations governed by the CCA consider what they need to do to continue under the CNCA and take the necessary steps prior to the deadline. This includes reviewing the existing letters patent and by-laws, thinking about what changes are required or desirable, and preparing and filing Articles of Continuance and the accompanying documents.
A few things to keep in mind – there are many others of course:
- Until the organization actively continues under the CNCA, the organization will be governed by the CCA
- The members of the organization must approve the continuance
- There are rights given to classes of members under the CNCA which have led many organizations to consider reducing the number of classes of members
- There are rights given to non-voting members in certain circumstances which have led many organizations to consider changing the nature of classes of members
- There are opportunities to modify the default provisions in the CNCA in an organization’s Articles and by-laws and those opportunities should be considered.