Canada Not-for-Profit Corporations Act

On June 23, 2009, the Federal government enacted new corporate legislation to govern federally incorporated not-for-profit corporations. This legislation will replace the Canada Corporations Act which currently governs federally incorporated not-forprofit corporations. In a series of seminars during the month of October 2009, Ottawa lawyer Kimberley A. Cunnington-Taylor will walk us through this new legislation and explain what all federally incorporated not-for-profit corporations will need to do to comply.

Session 1: Thursday, October 8, 2009 from 1:00 p.m. to 4:00 p.m.
Topic: Corporate Governance – What is this thing called a “Corporation” anyway?

Understanding what a corporation is, and the roles that the directors, officers, and members play in a not-forprofit corporation. As a lead-in to the new legislation, Kim will review the following topics:

• What is a corporation, what are the roles of the directors, officers, and members of a not-for-profit corporation,
• What is corporate compliance, what is due diligence and how does it apply to directors of not-for-profit corporations.

Session 2: Tuesday, October 20, 2009 from 1:00 p.m. to 4:00 p.m.
Topic: Canada Not-for-profit Corporations Act – an Overview

This session will build on the first session and will focus on the provisions of the new Canada Not-for-profit Corporations Act (the “Act”) and how it could affect your organization. She will discuss:

• What things in the new Act that will stay the same, and what will change, what are the expanded rights and remedies of members, and
• Specific issues, such as what a ‘soliciting’ corporation is and the impact of such a designation on a corporation’s reporting and financial obligations.

Session 3: Wednesday, November 4, 2009 from 1:00 p.m. to 4:00 p.m.
Topic: Time for Transition – Process and Consequences

The third and final session in this series will focus on the transition from the CCA to the new Act. Kim will explain the process for “continuance”, including:

• What Articles of Continuance are, what must be included, what will happen to your organization if you don’t continue,
• What will your ‘new’ by-laws look like, how do you as an organization approve this transition and do the members have to be involved, and what will this transition cost.

These seminars will not focus on charities or the rules imposed on charities through the Income Tax Act as administered by Canada Revenue Agency. The focus of the sessions is on corporate and statutory compliance.

Who should attend: Executive Directors, individual directors and Board Chairs, and Senior Managers of notfor- profit corporations will benefit from attending these seminars.

To Register: Please complete the attached registration form for the session(s) you would like to attend.