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Special Resolution is Carried: The OMEA is moving to CNCA

by | Nov 9, 2021 | Uncategorized

The OMEA Board of Directors would like to thank all individuals who worked with us throughout the process of finalizing our corporate continuance into CNCA at our recent AGM. For those who have not been keeping up with our legal changes, here is a short summary!

  • Although the OMEA has been around for more than 100 years, the OMEA was set up under our current system of corporate governance (The Ontario Corporations Act) in May, 1985.
  • The OMEA became a registered Canadian charity in April, 1986.
  • Our last OMEA Bylaw update was in 2011
  • In the process of some exploratory talks with another NFP to potentially look at merging in 2019 (they ended up winding down instead) the lawyers we were consulting with identified some outdated elements of OMEA corporate and charitable governance that needed attention. Mostly outdated language in our charitable objects and bylaw documents that needed attention, and they educated us about the upcoming Ontario Not-for-Profit Corporations Act, 2010 (ONCA) that will replace the Ontario Corporations Act, 1990 (OCA) (our current legal framework).
  • At the time (2019), ONCA was not in force, even though it had received Royal Assent on October 25, 2010. Our lawyers didn’t have any indiction when or if it would ever actually come into force. Therefore, they suggested we look to CNCA and make a continuance there, to be proactive and get ahead of things. The board agreed, and then we went to the members for direction.
  • OMEA membership gave us formal direction to move towards CNCA at our AGM in 2020, and work began at that time to update our charitable objects, our bylaw and related policies. It has been a lot of work this year from a huge amount of people! This new bylaw is the product of many, many hours of work and many, many sets of eyes. It has gone through multiple rounds of consultation with key stakeholders, including a rigorous consultation with members of our OMEA Equity, Inclusion and Diversity committee, our board, our legal committee and our lawyers.
  • That work is now complete. The resulting documents and changes are all linked in our new “Policies, Procedures & Financial Statements” section of the OMEA website. You’ll need to log in to access the documents as a member.
  • On November 6th 2021 at our AGM, our membership voted unanimously to finalize the move to CNCA! We are in a mode of continuance!
  • With all sincerity, this feels like a huge step forward for our organization in many ways.
  • This updated policy will lay the foundations for many more years of sustainable, ethical and transparent work for our membership.
  • The goal of this work is to center transparency and accountability, and by extension, allow for our OMEA Equity Action Plan to have strong foundations to work from, and to ensure compliance with the many rules and regulations that govern non-profits and charitable organizations in Canada.
  • We are in a period of continuance at this point, where our organization is leaving the Ontario law (ONCA) for the Canadian Law (CNCA) [Nov 9, 2021]. Further updates will be posted here for member information in the policies and procedures section of the website.

We invite all members to familiarize themselves with the shiny new policies and procedures for the OMEA. More will be added as we formalize and write more policy and procedures to ensure transparency, equity and accessibility in all we do. Member feedback and questions are always welcome at pastpresident@omea.on.ca.

When this work began during our 100th year as an organization, the OMEA wanted to lay the groundwork for another 100 years of sustainability in the policies and procedures that are the foundation of our existence as an association.

We believe we have that in place, and it’s a credit to this organization at all levels to have the will to see it through. It wasn’t easy!

The OMEA is grateful to all voices who have contributed to this work along the way.

In particular:

The OMEA Legal Committee: Isaac Moore (chair), Dr. Rodger Beatty, Josh Geddis, Lynn Gracey, Carolyn Lewis, Laura Lee Matthie

The OMEA EDI Subcommittee: Advisory for Policy and Procedures: Sarah Kamalzadeh, Delicia Raveenthrarajan, Dr. Patrick Schmidt, Dr. Jeff Taylor

The OMEA Board of Directors

The OMEA Membership

Maddy Sawyer, Associate Lawyer (Non-Profit and Charity Law, and Philanthropy) Blumberg LLP