A not-for-profit corporation incorporated pursuant to the Not-for-Profit Corporations Act (Ontario) (”ONCA”) is required to maintain certain records regarding the corporation, its members, directors and officers.
It is important to note that these are not optional requirements – a not-for-profit governed by ONCA is required to keep records in accordance with its terms.
The records required by ONCA are internal records and are not available to the public at large or filed with the Ontario Ministry – but these records are available to directors of the corporation – and in some circumstances to members and creditors. Where a person is entitled to access these records, they are also entitled to take or receive excerpts from those records; however, ONCA restricts the use of certain of these records.
Generally speaking, these corporate records must be kept at the corporation’s registered office or another location in Ontario determined by the board of directors. In addition, ONCA allows the corporation to charge a reasonable fee for copies of certain records, whereas others must be provided free of charge.
To begin, a not-for-profit corporation governed by ONCA is required to keep copies of its key governance documents – its incorporating documents (Letters Patent, Supplementary Letters Patent, Articles of Incorporation/Amendment), By-Laws and including any amendments to those documents. Directors are permitted to access these documents and members are entitled to receive one copy of these documents without charge.
ONCA requires that a not-for-profit retain minutes of its meetings and decisions; specifically – minutes of the meetings of the directors, the members and any committee of the directors or members and any resolutions passed by any of the foregoing. Minutes of board meetings and the resolutions of the directors are only to be available to the directors and the minutes of meetings of the members and member resolutions are to be made available to directors, members and certain creditors.
ONCA also requires that a not-for-profit corporation keep registers of its directors, officers and members – all of which must contain the information required by the legislation and regulations, including names, addresses, email addresses where applicable and the dates in which the individuals held those roles. The registers of the directors and officers are available to the directors, members and creditors. The register of members is considered more sensitive, so it is available to the directors, but not to members and creditors unless they provide a statutory declaration agreeing only to use it for the purposes set out in ONCA.
In addition to the registers listed above, Ontario not-for-profit corporations are required to maintain a Register of Ownership Interests in Land, listing each property owned by the corporation and certain information about that property. This register is available to members, directors and creditors of the corporation.
A corporation is also required to maintain financial records in accordance with both ONCA and the Canada Revenue Agency.
This blog post was written by Megan Wallace, Practice Lead, Not-for-Profit and Charity Law, and a member of our Business Law team. She can be reached at 613-369-0368 or at [email protected].
