Board Decision on Continuance under the Canada Not-for-profit Corporations Act


By Michel C. Simard

The Canada Not-for-profit Corporations Act (the CNCA) was proclaimed in-force on October 17, 2011. It establishes a new set of rules for federal not-for-profit corporations incorporated under the Canada Corporations Act (CCA) and, to a lesser degree, for corporations such as the CIA that were incorporated by special acts of Parliament (special act corporations).

The CNCA presents a more modern, flexible, and relevant legal framework for federally-incorporated not-for-profit corporations. A transition deadline of October 17, 2014, was established in order for these corporations to take actions in order to meet the transition date; those that do not apply by that date to continue under the CNCA could face being dissolved.

On the other hand, special act corporations like the CIA now face two options:

  1. To continue under the CNCA, in which case the corporation will be subject to the CNCA and will no longer be governed by its own special legislation; or
  2. To continue to be subject to its own special legislation as well as part 19 of the CNCA, which covers matters such as the capacity and powers of a corporation, the calling of an annual meeting, meetings called by courts, the annual return, changes of name, and liquidation and dissolution.

While the CNCA presents some advantages to many of the 19,000 not-for-profit organizations that are federally incorporated, the CIA Board prefers not to continue under the act since the bylaw and governance changes that we would have to make in order to comply with the new legislation would not be beneficial for our organization.

For example, the CIA Bylaws establish that a voting member means a Fellow or an Associate of more than five years (Associates who have a vote as specified in the Bylaws). There are other groups of individuals, namely Associates of less than five years of enrolment, Affiliates, and Correspondents, that could be considered to be non-voting members under the CNCA. Currently all voting members vote together. However, should the CIA continue under the CNCA with more than one class of member, there would be separate class votes and possibly a veto right in certain instances. In addition, the CNCA does not permit ex officio directors—in other words, directors who hold their office as director by virtue of holding another position. The CIA Bylaws provide that the chairs of councils are members of the Board, and as such they provide for ex officio directors.

The Board also took into consideration the fact that there is no deadline by which special act corporations like the CIA must decide whether to continue under the CNCA. The CIA has the option of introducing the matter of continuance under the CNCA to its members at any time.

Should you have any questions arising out of this information, please do not hesitate to contact me.

Michel C. Simard is Executive Director of the CIA.



Canadian Institute of Actuaries/Institut canadien des actuaires