Published June 27, 2011
On June 22, 2011 I had the opportunity to make a presentation on the Canada Not-for Profit Corporations Act (NPCA)  at the 1st National Sport Federation Leadership Summit, organized by the Canadian Olympic Committee in collaboration with Sport Canada. This summit gathered the leaders of all of Canada’s national sport organizations (NSOs), so it was a great opportunity to convey the message that this new legislation should be on your radar, if you are a federal non-profit corporation (all NSOs, all Multi-Sport Organizations (MSOs) and some Canadian Sport Centres (CSCs) are federal corporations).
We have written extensively about the new Act on this web site (check out our Writings under the category of ‘governance’), but here are the main points that I covered in my presentation this week.
The new Act replaces Part II of the Canada Corporations Act, a cumbersome piece of legislation that non-profits have worked with for almost one hundred years. The rationale for the new Act is to strengthen member rights, modernize non-profit governance, allow use of new technologies in governance, and reduce the administrative burden on both corporations and the government.
Strengthening member rights is a main theme of the NPCA. Wayne Gray, in an article presented at a continuing legal education seminar organized jointly by the Ontario Bar Association and the Law Society if Upper Canada, writes “[Under this new legislation] the governance structure must anticipate and be responsive to member concerns. Member participation must be woven into the fabric of the organization”. [Practitioner’s Guide to the New Canada Not-for-Profit Corporations Law, June 7, 2011, page 37]
Some examples of the strengthened members’ rights are: there are greater judicial remedies available to members, classes of members without voting rights must nonetheless be given the right to vote on fundamental changes to the corporation that might affect them, members may remove directors by an ordinary resolution, and where members requisition a meeting, they are entitled to be reimbursed by the directors for their reasonable expenses to do so.
Things that organizations need to think about in order to transition to the new law are the following:
In closing, I stressed to the sport leaders in Ottawa that:
For more information, please contact any of us at the Sport Law & Strategy Group. As well, Sport Canada is planning to take a coordinated approach to assist NSOs, MSOs and any CSCs in their transition under the new Act. Your Sport Canada Program Officer can provide you with more information.
 Note that some people also refer to the Act as the CNCA, for Canadian Not-for-Profit Corporations Act.