THE OCTWS HAS SUCCESSFULLY completed the transition to a Not-for-profit corporation
Just a few more steps to the NFP process!
February, 2023
The OCTWS Board of Directors has signed off on all the Not-For-Profit Corporation paper work. With these signed documents, OCTWS can now complete the transition to a new Not-For-Profit Corporation. In June 2022, the OCTWS members voted to dissolve the BoD and membership of the OCTWS’ unincorporated association. The most recently signed Organization Documents have allowed the creation of a temporary BoD—made up of seven (7) Directors from the unincorporated association. These Directors, also, made up its membership. This temporary organizational structure was then able to ensure that pertinent information and powers were transferred to the new Not-For-Profit Corporation i.e.,
Election of Officers— At the BoD meeting following the AGM, the Directors will determine who will be the President, Vice-President, Secretary, and Treasurer. The Past-President is not subjected to a BoD vote. Although officers’ terms are two (2) years in length, there are provisions in the By Laws that allow an officer to step down mid-term. Once again, the onus falls on the BoD to ensure the officer’s term is filled until the available BoD election.
Note: because the old membership had to be dissolved to facilitate OCTWS’ transition to a NOT-FOR-PROFIT Corporation, we would ask that old members indicate that they want to retain their membership in our new Not-For-Profit Corporation. We will be sending out communication via email shortly for members to indicate their willingness to retain membership in the new NFP.
The OCTWS Board of Directors has signed off on all the Not-For-Profit Corporation paper work. With these signed documents, OCTWS can now complete the transition to a new Not-For-Profit Corporation. In June 2022, the OCTWS members voted to dissolve the BoD and membership of the OCTWS’ unincorporated association. The most recently signed Organization Documents have allowed the creation of a temporary BoD—made up of seven (7) Directors from the unincorporated association. These Directors, also, made up its membership. This temporary organizational structure was then able to ensure that pertinent information and powers were transferred to the new Not-For-Profit Corporation i.e.,
- Assumption of liabilities and Debt
- Indemnification of BoD and members
- Creation of new By-Law No. 1
- Banking Resolution
- Location of the Registered Office and the mailing address
- Location of Book and Records
- Permission to invite the old unincorporated membership into the new Not-For-Profit corporation
Election of Officers— At the BoD meeting following the AGM, the Directors will determine who will be the President, Vice-President, Secretary, and Treasurer. The Past-President is not subjected to a BoD vote. Although officers’ terms are two (2) years in length, there are provisions in the By Laws that allow an officer to step down mid-term. Once again, the onus falls on the BoD to ensure the officer’s term is filled until the available BoD election.
Note: because the old membership had to be dissolved to facilitate OCTWS’ transition to a NOT-FOR-PROFIT Corporation, we would ask that old members indicate that they want to retain their membership in our new Not-For-Profit Corporation. We will be sending out communication via email shortly for members to indicate their willingness to retain membership in the new NFP.
THE OCTWS HAS SUCCESSFULLY RECEIVED ITS CERTIFICATE AND ARTICLES OF INCORPORATION!
January, 2023
The OCTWS executive signed off on the Not-For-Profit Corporation paper work and now have an incorporation certificate. This unfortunately is not the end of the Not-For-Profit process. There still remains a couple of steps which need to be completed:
Matt Fuirst, CSTWS President, has signed an Affiliation Agreement with the CSTWS Board. We could not sign this agreement without first obtaining incorporation as a NFP organization. This signing was necessary if we were to remain a Canadian Chapter affiliated with the CSTWS.
At our OCTWS’ annual meeting in March, the membership will vote in a full slate of seven (7) Directors. In near future we will be requesting and posting nomination candidates for our membership consideration. Our new By-Laws stipulate that these Directors must be voted in at our March AGM. Since the new Directors will be voting in a new executive, we encourage you to nominate members which you feel will be good officer material.
January, 2023
The OCTWS executive signed off on the Not-For-Profit Corporation paper work and now have an incorporation certificate. This unfortunately is not the end of the Not-For-Profit process. There still remains a couple of steps which need to be completed:
- Signing of organization documents being prepared by our lawyer;
- Inviting our dissolved membership back to be part of the newly incorporated OCTWS. If you remember, part of the procedure involved in achieving our new NFP status involved the dissolution of our membership. In the near future, all our members will be receiving an official request to rejoin the OCTWS. Remember if you have already paid your annual dues, you need only indicate that you want to remain part of the newly incorporated OCTWS;
Matt Fuirst, CSTWS President, has signed an Affiliation Agreement with the CSTWS Board. We could not sign this agreement without first obtaining incorporation as a NFP organization. This signing was necessary if we were to remain a Canadian Chapter affiliated with the CSTWS.
At our OCTWS’ annual meeting in March, the membership will vote in a full slate of seven (7) Directors. In near future we will be requesting and posting nomination candidates for our membership consideration. Our new By-Laws stipulate that these Directors must be voted in at our March AGM. Since the new Directors will be voting in a new executive, we encourage you to nominate members which you feel will be good officer material.
INFORMATION PRETAINING TO THE NOT-FOR-PROFIT INCORPORATION OF THE ONTARIO CHAPTER
May 2022
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:
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:
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:
This First Members meeting will be held on the same day as the meeting of the First Directors. At this meeting, these First Members would be responsible for resolving that:
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.
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.
- 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:
- the Purposes (objectives) of the Ontario Chapter--To view these refer to our By-Laws.
- 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
This First Members meeting will be held on the same day as the meeting of the First Directors. At this meeting, these 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).
- 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.