​INFORMATION PRETAINING TO THE NOT-FOR-PROFIT INCORPORATION OF THE ONTARIO CHAPTER


BACKGROUND
In 2018, the Canadian Section of The Wildlife Society developed a Strategic Plan that highlighted three (3) areas of focus: Communication; Education; and Membership.  As they set out to tackle these action items, they found that the Section was not compliant with Canadian tax law.  Over the past few years, to remedy this problematic situation, the section became incorporated as a Not-For-Profit corporation with a charitable status.

The benefits of a Not-For-Profit Incorporation include:                                              
  • Compliance (imperative) with the law;
  • Removal of director’s personal financial liability; and
  • Becoming a credible organization.

With Charitable Status the Section achieves the additional benefits of:
  • Issuing tax receipts for donations/enhanced fundraising capabilities;
  • Access to government funding/grants/programs;
  • Not having to pay tax on dollars raised during fundraising; and
  • Enhanced capacity for larger sums of money to be held by the organization (with directed intended use for funds).
 
On the recommendation of the CSTWS, all the Canadian TWS Chapters have agreed that it would also be wise to become to incorporated as Not-For-Profit Corporations.  A further incentive is that Chapters will be able to make use of the Section’s Charitable status.
At the 2022 Annual General Meeting, the Canadian Section provided an update of the Not-For-Profit Incorporation process.  As part of this report, the Canadian Section presented a Tentative Schedule of associated activities.  The bottom-line is that they are requesting that all Chapters to be incorporated by July 11, 2022.
 
Steps to acquire a Not-for-profit incorporation

1. Determine if the purposes of the organization will be those of a charity status
Don’t have to worry about this step, as we are not going for charity status.
2. Selecting the corporate name  
The corporate name consists of three elements:                                                                                
i.  The Distinctive Element, which is the main identifier of the corporate name.                                         
If we use Ontario Chapter of The Wildlife Society (the existing name), we should be alright as it accurately describes the Chapter as being a geographical sub-unit of The Wildlife Society.
ii. The Descriptive Element, which describes the nature of the main corporate undertaking.                 
Again, using Ontario Chapter of The Wildlife Society, we are making it clear that our professional chapter’s focus on wildlife.
iii. The Legal Element is optional and meant to indicate incorporation i.e., Inc. or Corp.
In our case, we do not want to affix a legal element to the corporation’s name.

As was suggested in the literature associated with the Not-For-Profit Incorporation, we have submitted a Federal Reservation Report on our corporate name Ontario Chapter of The Wildlife Society.  This Nuans search looks at all similar organizations similar to ours.  In viewing the seven (7) page report, we saw there was no similar names used.  Our name is reserved for 90 days or until June 24, 2022.
NOTE: Obtaining a name reservation report does not mean that our proposed name has been approved.  Once a Certificate of Incorporation is issued, the name is officially registered.

3. Preparation and Filing the Articles of Incorporation 
These Articles of Incorporation are made up of two aspects: 
  1. the Purposes (objectives) of the Ontario Chapter--To view these refer to our By-Laws.
 
  1. the Provisions which will guide the Ontario Chapter as a Not-For-Profit Corporation i.e., revised By-Laws conforming to our status as a Not-For-Profit Corporation highlighting the following aspects:  1) provisions that the Ontario Chapter will use profits accrued to carry on these purposes without personal gain by Members or Directors; 2) provisions associated with the  Board and the Members; 3) provisions respecting voting rights of members; and 4) a provision outlining the distribution of assets if Chapter is dissolved.

4. Submission of Form 5270E   
 
In applying for its Certificate of Incorporation, the Ontario Chapter must complete and submit Form 5270E to the Ministry of Government and Consumer Services.  This form includes all the aspects we have presented above.  The awarding of the Certificate of Incorporation is largely dependent on Form 5270E.
 
5. Dissolution of the Unincorporated Ontario Chapter in favour of an Incorporated Chapter
 
Before we can complete our transformation from an unincorporated organization to a Not-For-Profit Corporation, we must get permission from our membership to dissolve the present Ontario Chapter (i.e., the Board of Directors and the membership}.  As was previously mentioned in our email, the Board of Directors want to reassure its members that this will not affect your membership in the Ontario Chapter. We ran a vote from June 3rd - 11th 2022 for members to approve or reject the special resolution. We had 19 responses to the survey and one email response. All voted in favour of the special resolution.  

Once the unincorporated Ontario Chapter has been dissolved, we are proposing the creation a new three-member Board of Directors, who will in turn make up a new membership of three.   

Now that the Special Resolution is passed, the three (3) First Directors will be able to hold a Board of Directors meeting where they can vote to ensure:
  • Transfer of Assets from the unincorporated association
  • Assumption of liabilities and Debt of the unincorporated Association
  • Indemnification of BoD and members of the unincorporated Association
  • Revision of the By-Laws of the unincorporated Association
  • Banking Resolution of the unincorporated Association
  • Location of the Registered Office, mailing address of the unincorporated Association
  • Location of Book and Records of the unincorporated Association
  • Banking Resolution of the unincorporated Association
  • Scheduling of the First Members’ meeting
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This First Members meeting will be held on the same day as the meeting of the First Directors.  At this meeting, these 3 First Members would be responsible for resolving that:
  • The newly revised by-laws were passed by the members.
  • There will be eight (8) Directors (the Articles of Incorporation allowed a minimum of 3 and a maximum of 15).
  • Five (5) individuals were welcomed as members of the corporation and elected to the Board of Directors of the Corporation, to be added to the three (3) First Directors. These individuals are the current members of the unincorporated Chapter.  At this point, the First Board of Directors will be dissolved.  See below for a full list of the two-term directors. 
    • Don Barnes
    • Matt Fuirst
    • Kelly McLean
    • Julia Sunga
    • Pauline Kosmal
    • Michelle Bacon
    • Jennifer Shuter
    • Bradley Jung
  • The following persons will be appointed as Officers of the Corporation
    • PAST-PRESIDENT    --         Don Barnes
    • PRESIDENT               --         Matt Fuirst
    • VICE-PRESIDENT     --         Kelly McLean
    • TREASURER             --         Julia Sunga
    • SECRETARY             --         Pauline Kosmal
  • All members from the unincorporated Chapter be welcomed as new members into the Incorporated Ontario Chapter of The Wildlife Society.
   
Summary
 
We hope that our extensive explanation will help members to understand the Not-For-Profit Incorporation process better, so that you can vote in favour of our Special Resolution.  We would require a majority vote in favour of the Special Resolution by a quorum of members (i.e., at least 10 members) to pass and for the Not-For-Profit Incorporation process to be completed.  Any questions or comments can be directed to info@octws.ca.