Last week we had a blog posting on "Directors: Who Qualifies and Who is Ineligible under the New Canada Not-for-profit Corporations Act?". Today, we focus on the director qualifications under Ontario's proposed Not-for-Profit Corporations Act, 2010 ("ONCA").
ONCA has substantially similar director qualifications to the new Canada Not-for-profit Corporations Act ("CNCA"). Under ONCA, a director must:
- be an individual;
- be at least 18 years old;
- have not been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
- have not been found to be incapable by any court in Canada or elsewhere; and
- not have the status of bankrupt.
Similar to CNCA, ONCA does not require a director to be a member, but the by-laws of the corporation can provide otherwise. The by-laws can also set out any additional director qualifications that may be desired for the corporation. (Note that the fact that a director need not be a member is a change from the Corporations Act (Ontario).)
Ontario charities should also ensure that directors are not "ineligible individuals" under the Income Tax Act (Canada). Our recent blog posting "Directors: Who Qualifies and Who is Ineligible under the New Canada Not-for-profit Corporations Act?" outlines how a director might be considered an ineligible individual and the impact it can have on charitable status.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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