As of October 19, 2021, the Not-For-Profit Corporations Act, 2010 (ONCA) was proclaimed and it applies to Ontario non-profits, including those organizations under the Agricultural and Horticultural Act.

However, ONCA provisions do not apply where they conflict with another Act, nor do they apply to the extent that they are inconsistent with the intent or purpose of another Act.

Organizations may wish to seek independent legal or other professional advice regarding ONCA.

Key Updates and Transition Period

Existing not-for-profit corporations previously governed under the Corporations Act will have a three-year transition from the date ONCA came into force to make any necessary changes to their documents to bring them into conformity with ONCA. As of October 19, 2024, corporate documents will, in general, be deemed to be amended to the extent necessary to bring them into compliance with ONCA.

For detailed guidance about ONCA and the transition period, refer to the Ministry of Public and Business Service Delivery’s resources, including:

• Guide to the Not-for-Profit Corporations Act, 2010
• Overview of the Not-for-Profit Corporations Act, 2010
• Not-for-Profit Corporations Act, 2010 – Transition Considerations. 

OMAFRA and Approval Process

Bylaw changes that are unrelated to the Articles of Incorporation do not require government approval. OMAFRA’s approval is required only for changes to the Articles of Incorporation.

The specific requirements concerning the Articles of Incorporation are set out in section 6 of the Agricultural and Horticultural Organizations Act (AHOA) and are listed below.

(a) the name of the organization to be incorporated;

(b) the type of organization;

(c) the objects for which the organization is to be incorporated;

(d) the place in Ontario where the registered office of the organization is to be located;

(e) the names and addresses of one or more proposed first directors;

(f) the names and addresses of the members of the organization; and

(g) any other matter required by this Act or the regulations to be set out in the articles.

As s. 6(e) and (f) relate to the date of incorporation they do not change for an organization.  Nothing has been prescribed under s. 6(g).  The objects required by s. 6(c) are set out elsewhere in the AHOA

Thus the articles do not need to be updated as part of this process unless the organization changes its name, its organization type under the AHOA, its office location or if organization objects are modified or added.

Stay Informed with Information Sessions

If you want to learn more about the ONCA, the Ontario Association of Agricultural Societies (OAAS) is hosting Q&A drop-in sessions to help you understand how to update your society’s documents considering the ONCA.

Session dates:

• Thursday, June 27 – 7pm to 9pm
• Thursday, July 25 – 7pm to 9pm
• Thursday, August 29 – 7pm to 9pm
• Thursday, September 26 – 7pm to 9pm

Remember:

• Every society is unique
• Getting advice from a lawyer who knows about the ONCA can help you understand what your society needs to be compliant
• By staying informed, your organization can navigate the changes brought about by the ONCA effectively

For more information and to register for ONCA information sessions, visit the OAAS website