At Singleton Reynolds, our people are what makes us great. We come together every day with the common goal of providing exceptional legal services and ensuring we go above and beyond for each and every client.
The range of backgrounds of the partners, counsel, associates and staff of Singleton Reynolds enables us to offer a broad range of services.
Singleton Reynolds’ lawyers spend a significant amount of time researching and thinking about how industry or legislative changes could affect your business.
Singleton Urquhart Reynolds Vogel LLP is recognized as a leader in construction and infrastructure, insurance, commercial litigation, real estate and business law.
Singleton Reynolds has offices to serve you in Vancouver and Toronto.
How was Singleton Reynolds first established? Find out more here.
Recognizing the leadership that contributes to the company successes.
Singleton Reynolds prides itself in being a leader in corporate social responsibility. We encourage diversity, charity, mentorship, civic dedication and neighbourhood support.
Singleton Reynolds strives to understand the balance between your career and your personal goals and encourages our legal and operations staff in the pursuit of their interests outside of the firm.
We are always on the lookout for talented professionals to contribute to our team. Singleton Reynolds offers a professional and challenging work environment, with a competitive compensation and benefits package.
Our goal is to develop strong lawyers from student right through to partner. Mentoring and training start when you are a student and continue throughout your practice.
In October 2011, Canada’s Not-For-Profit Corporations Act (NPCA) came into force, replacing Part II of the Canada Corporations Act. This new legislation brought welcome changes to the way that a federally incorporated non-profit corporation (FNP) is regulated, structured, and incorporated. However, the NPCA also includes strict rules about how and when existing FNPs must transition to the new Act.
By October 17, 2014, all existing FNPs must be incorporated under the NPCA. Any FNP that fails to do this will be deemed inactive and dissolved. Aside from the obvious inconvenience of such a dissolution, there may also be significant tax consequences. It is important that FNPs complete these transition requirements in advance because the transition can require significant preparation as well as approval by their members.
To make the transition under the Act, FNPs have to replace their existing incorporation documents, including their letters patent and bylaws. They have three requirements to comply with. The letters patent must be replaced with articles of incorporation or of continuance and new bylaws must be approved. Both of these must be then submitted to Corporations Canada.
If Corporations Canada approves the new articles (and supporting documents), it will issue a Certificate of Continuance to the FNP to signify a successful transition to the NPCA.
The changes brought about by the new Act will necessitate a careful review of an FNP’s bylaws. In particular, the NPCA requires that the bylaws, at a minimum, include provisions respecting the conditions of membership and how notice of meetings will be given to voting members. Aside from these two requirements, FNPs should consider whether they wish to include additional bylaws specific to their organization’s needs. Without such provisions, the NPCA’s default rules will effectively become the bylaws. For obvious reasons, all FNPs should review the NPCA in advance of their transition.
In summary, existing FNPs should take the time now to properly understand the Not-For-Profit Corporations Act and its transition provisions. A proactive approach will prevent unnecessary complications in the future, especially with respect to the transition process. In doing so, all FNPs should be alert to the unique needs of their organizations and ensure directors and officers are familiar with the NPCA and its Regulations.
Although the above information only addresses federal not-for-profit corporations, we also remind British Columbia societies to ensure their organizations follow British Columbia’s Society Act and embrace good governance practices.
For more information about the Not-For-Profit Corporations Act and its implications for federally incorporated non-profit corporations, please contact Roger or Alana.
Raylene Smith, Articled Student, assisted with researching and writing this article.
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