On October 19, 2017, the Ontario Bar Association (“OBA”) sent a submission to the Standing Committee on Justice Policy (“OBA Submission”), to provide comments on Schedules 2, 7, 8 and 9 of Bill 154, Cutting Unnecessary Red Tape Act, 2017. As discussed in our September 2017 Charity & NFP Law Update, Bill 154 introduces changes to a number of statutes, including the ONCA, OCA, and CAA. The OBA Submission was made ahead of the clause-by-clause consideration scheduled for October 26, 2017, but only those aspects of the OBA Submission dealing with proposed amendments in Schedules 2, 7 and 8 of Bill 154 will be of interest to charities and not-for-profits.
Regarding Schedule 2, which includes amendments to the CAA, the OBA Submission addresses several questions regarding the classification of investments, limitations on the expenditure of capital, restrictions in constating documents, liability of trustees and social investment advice. The OBA Submission also points out several transitional provisions outlined in Schedule 7 affecting non-share capital corporations under the OCA, stating that as presently drafted, some of the provisions on the timing of proclamations may lead to confusion. Regarding the amendments to the ONCA in Schedule 8, the OBA Submission notes that Bill 154 addresses many of the concerns previously raised with regard to the transition provisions in Bill 85, Companies Statute Law Amendment Act, 2014. However, the OBA Submission also highlights the need for further clarification of the sections dealing with restated articles and with corporations sole.