SAHRA’s Proposed By-law to Comply with the Ontario Not-for-Profit Corporations Act, 2010 (ONCA)

By-law change to be considered at the SAHRA AGM

At SAHRA’s AGM on April 30, a new by-law will be presented for consideration by the members present. The requirement for this by-law was brought about by the provincial government’s adoption of the Not-for-Profit Corporations Act (ONCA), which governs SAHRA. To enable members to form a reasoned judgment of the by-law, we are providing the following documentation:

• A copy of the existing constitution, which is effectively SAHRA’s current by-law;
• A copy of the proposed new by-law; and
• A document which compares the existing constitution to the proposed new by-law.

Note regarding the comparison document: The government provides a “default by-law” which is referred to as Option 1. Other Options are provided by CLEO (Community Legal Education Ontario), which has guided non-profits through the ONCA transition.

A presentation will be made at the AGM and the following resolution will be tabled: Be it resolved that By-law No. 1, in the form submitted to this meeting, is hereby approved to take effect as of today, and as of today all prior by-laws and constitutions of the Corporation are repealed.

By-law compliant with Ontario Not-for-profit Corporations Act

• Ontario Not-for-Profit Corporations Act, 2010 (ONCA) was proclaimed into force on October 19, 2021.
• Governing documents (Letters Patent, By-laws) should be compliant with the Act within 3 years
  • SAHRA is slightly behind
• Order of hierarchy
  1. Ontario Not-for-profit Corporations Act
  2. Letters Patent
  3. By-laws

SAHRA’s process (By-law)

• New by-law to replace existing constitution
• Jim Sadler attended a number of webinars, including by CLEO (Community Legal Education Ontario)
• Ontario government provides default by-law
• CLEO provided options to the default by-law
• Attempts to wordsmith will not be helpful. Pointing out major errors is OK.
• Over many Board meetings, by-law options comparison to constitution:mostly chose option closest to constitution
• Several new by-law paragraphs
• Some constitution paragraphs dropped
• The Board has approved the by-law
  Requesting approval by members present tod

Major changes between constitution and proposed by-law

• Paragraph 5)b): Removal of officer
  • Was by unanimous decision of the Board (excluding the officer in question)
  • Proposed simple majority of the Board (Recommendation by CLEO)
• Paragraph 5)c): Office vacancy: Directors elect from
  • Was from the Board
  • Proposed from the membership
• Paragraph 8)a): Members
  • Was live within boundaries
  • Proposed live within boundaries and provide contact information
• Paragraph 9)h): Voting of Members
  • Was one vote per member
  • Proposed one vote per householdProxies are not required under ONCA. We propose that proxies be discontinued.