COVID-19: Legal information for nonprofits
Holding members’ and board meetings online
You may be thinking about how to avoid in-person meetings in a time of social distancing. If you are incorporated under Ontario’s Corporations Act (OCA) you may hold members’ meetings online provided your bylaws do not say you cannot do that.
If your bylaws do prohibit online meetings, then you can change that bylaw at a board meeting or by a unanimous written resolution of the directors. The bylaw allowing online members'' meetings must be confirmed at the next possible members’ meeting or else it ceases to be effective.
If you have a bylaw that prohibits online meetings, you can change that bylaw at a board meeting or by a unanimous written resolution of the directors. You have to confirm the new bylaw at the next possible members’ meeting. If you don’t do this, the bylaw stops being in effect.
But even if your bylaws stop you from making changes to allow online meetings, you can hold online meetings for now. The government has given directors the power to hold online meetings temporarily, until the COVID-19 emergency is over. This is part of changes they made to the Emergency Management and Civil Protection Act.
So, if you are incorporated under OCA and want to avoid in-person board meetings, you can:
- hold online board meetings, as long as all directors can communicate with one another at the same time, which means simultaneously and instantaneously
- pass written resolutions instead of meeting, as long as all directors support each written resolution
To learn more about members’ and board meetings visit our website.
Changing your bylaws before ONCA takes effect
The government continues to work to bring Ontario’s Not-for-Profit Corporations Act (ONCA) into force. The target is no longer early 2020, but we do not know when ONCA will take effect. Most organizations should not make changes to comply with ONCA yet, as certain rules have not been published.
If your organization is interested in making changes to your bylaws either to bring them closer to ONCA or for reasons other than ONCA, our website now has a page to help you make sure your bylaws comply with the current law.
Charity and nonprofit law events
Blumbergs' Canadian Charity Law Institute 2020, presented by Blumberg Segal LLP
Online, Wednesday, April 20, 2020
8:30 pm - 4:00 pm ET
Cost $275. Register here.
Carters’ Spring Webinar Series, presented by Carters Professional Corporation
Online, Tuesday, April 15-June 24th, 2020
8:30 pm - 4:30 pm ET
Cost $0. Register here.
About Nonprofit Law Ontario
Nonprofit Law Ontario, formerly known as Get Ready for the ONCA, is a CLEO project that supports nonprofit organizations in understanding the current and future corporate laws that apply to them.
CLEO produces clear, accurate, and practical legal information to help people understand and exercise their legal rights.
Please forward this ebulletin widely. Subscribe to receive it directly at nonprofitlaw.cleo.on.ca.