Canada brought into force a new Not-for-profit Corporations Act (NFP Act) in October, 2011. The NFP Act establishes a new set of rules for federally incorporated not-for-profit corporations in Canada. These new rules will replace Part II of the Canada Corporations Act (old Act), the law that has governed federal corporations for nearly a century. All federal not-for-profit corporations – which includes the National Initiative for the Care of the Elderly (NICE) – are required to transition to this new act by October 17, 2014.

The transition process involves replacing the corporation’s letters patent, supplementary letters patent (if any) and by-laws with new charter documents. These charter documents set out the primary rules governing the corporation. Information about the new act and its requirements can be found at http://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/h_cs03925.html. It is important to note that the transition process is not simply a matter of transposing our by-laws into a new format; because the rules under the NFP Act are different, what needs to be set out in our articles and by-laws is different. In general, the new bylaw requirements are more succinct and there are default rules.

The Transition Guide provided to support this process states that the benefits of the NFP Act for corporations include: a clear set of rules that govern the internal affairs of federal not-for-profit organizations, less red tape with simplified processes, more flexibility to make fundamental changes, such as amalgamations, that were not permitted under the old Act, and a more objective standard for directors in carrying out their duties and responsibilities that will reassure individuals who decide to be on a board of directors.

View the NICE Transition Documents