The Canada Not-for-profit Corporations Act (NFP Act) is now in force. Federal not-for-profit corporations are required to transition to the NFP Act. Until we have made the transition, the provisions of the “old legislation”, the Canada Corporations Act, Part II will continue to apply to us. Ultimately, the old legislation will be repealed. All corporations incorporated under the old legislation must transition to the NFP Act by October 17, 2014.
To make this transition, we must obtain a Certificate of Continuance and update our by-laws to ensure they comply with the NFP Act. The Certificate of Continuance is the same as the Letters of Patent. As we are already incorporated, we cannot incorporate again under the new NFP Act. Instead, we ‘continue’ into the new Act and are issued a Certificate of Continuance. The continuance process involves having both the articles of continuance and the revised by-laws approved by the membership and then submitting them to Corporations Canada.
The most significant change to the by-laws is the elimination of multiple classes of members. We decided to eliminate the classes to protect the membership as a whole going forward. Up until this point, the two pre-existing non-voting classes had not been used. Under the new NFP Act, even membership classes set as non-voting will have voting rights on fundamental changes to the by-laws. For simplicities sake, we determined it would be best to continue with only one voting class of members.
Please review the attached documents, and address any question or comments to Jeremy Gaudet at firstname.lastname@example.org.