Let’s face it. Governance is not an easy thing to do, especially when faced with so many changes in laws and standards. Two significant pieces of legislation were passed by the Ontario Government recently that impact not-for-profit organizations. At the same time, the government announced that it will be hiring numerous enforcement staff in order to ensure that employers are implementing the legislative changes.
These amendments may effect a number of your governance and operational documents including by-laws, policies, procedures and board development materials. Let us help you work through the impact of these changes.
What's changed? The Fair Workplaces, Better Jobs Act, 2017 amended Employment Standards, Occupational Health & Safety, and Labour Relations laws. The Bill received Third Reading November 22, 2017 and Royal Assent on November 27th.
Ontario Government also passed the Cutting Unnecessary Red Tape Act, 2017 which, among other things, amended the Corporations Act (Ontario), the Not-for-profit Corporations Act (ONCA), and the Charities Accounting Act. The Bill received Third Reading November 1, 2017 and Royal Assent on November 14th. The amendments to the Corporations Act enable Ontario not-for-profit corporations to benefit from some of the ONCA features prior to its proclamation.
The changes impact:
- Wages (e.g. minimum wage, mandates equal pay, etc.)
- Entitlements and leaves (e.g. doctor’s notes, new domestic and sexual violence leave, critical illness leave, family medical leave, personal emergency leave, parental leave, pregnancy leave, shift refusals, etc.)
- File retention
- Members’ meetings by electronic means
- Electronic notice of members’ meetings
- Natural person capacity and powers
- Objective standard of care for directors and officers
- Director’s consent to act must be in writing and be kept
- Extraordinary sale, lease or exchange of the undertaking of the corporation
- Adoption of pre-incorporation contracts
- Removal of directors by majority vote
- Lower approval threshold for members to waive an audit
- Directors not required to be members, if so provided in by-laws
- Use of proxies
- Court may appoint directors if corporation has neither directors nor members
- Export continuance protection
We offer a complimentary one-hour consultation to meet with you and review your governance documents in order to identify high level areas of risk.