What Documents Your Organization Needs to Keep and Who Can Access Them
The new NFP Act requires that organizations maintain specific records and keep this information available at the Registered Office for easy access. Here are some checklists of what information an NFP-compliant organization needs to keep and some options for easy maintenance of this material:
An organization’s Articles are submitted to Industry Canada in Form 4031 – the Articles of Continuance. Simply keep a copy of your submission package to the government, which includes Form 4031, 4002 (Initial Registered Office of the Board of Directors), and any NUANS report (if your organization changed its legal name as part of the transition process). Though the Bylaws are not filed with these forms, the initial Bylaws of your organization at the time of transition must also be kept. Next, every time the Bylaws are amended, the amendments must be recorded and kept. Some organizations may choose to keep a new copy of the Bylaws showing the new amended version, while other organizations may elect to note the amendment (and the date of amendment) on the main Bylaws document.
Alongside any Bylaws amendments that occur at an Annual Meeting of the Members, organizations must retain the minutes of that meeting and any Special Meeting of the Members.
The register of Directors must include the Director’s name, current residential address, an email address, and when the individual began and stopped serving as a Director. Essentially, by viewing an organization’s records, the identities and terms of every one of its Directors should be evident. The register of Officers must contain the same information as the register of Directors, but for the Officers. The register of Members must include the name, address (or business address), email address, date of becoming and/or ceasing to be a Member, and the Member’s category of membership.
The accounting records must be retained for a period of six years.
Who Can View Records?
The Directors of the organization may view all of the records within a reasonable time following the request to see them. Extraction of these records for Directors is free of charge.
Members may view some of the records – but not all – with certain restrictions for each record.
There are additional restrictions for accessing a list of members, beyond the submission of a formal request with statutory declaration. Further, a Director may refuse Members’ requests for access to any records of the organization provided the Director has reasonable cause to believe that granting the access would be detrimental to the Member or to the organization. Notably, accounting records, minutes from committee meetings, and minutes from meetings of the Directors are not required by the Act to be available for Members to access.
Under the new NFP Act, record keeping is not just important – it is required. The organization may permit Members to view more records (such as by posting minutes from meetings of the Directors on its website) but the legislation does not require any more record keeping or access than as described above.
For more information about the impacts of the NFP Act on your sport organization, feel free to contact any one of us at the Sport Law & Strategy Group.