By Mark Wales, President, Ontario Federation of Agriculture Ontario’s Not-for-Profit Corporations Act (ONCA) is one step closer to being amended with the recent second reading of Bill 85 (2013) Companies Statute Law Amendment Act, 2014. ONCA affects all organizations currently incorporated under the Ontario Corporations Act as not-for-profit. OFA supports ONCA’s intentions to provide more transparency and accountability by not-for-profit corporations to their members. But we also have several concerns. Since Fall 2013, OFA has voiced our concerns with this proposed act to the government and our members. We believe many of the proposed changes will be, at best, confusing. At worst, they will negatively affect our ability to provide fair member representation by geography, fair and equitable voting protocols and resolution policies and fully transparent fiscal reporting. OFA’s greatest concern with ONCA is the loss of geography-based electoral regions, directly affecting geographic representation of our province-wide organization. As representatives of 37,000 family farm members, we know farmers need local representation to their provincial farm organization. Farm issues vary significantly from region to region and only a local representative can do the job of bringing those issues forward to the provincial group for assistance and resolution. In a recent letter to Hon. Tracy MacCharles, Minister of Consumer Services, OFA outlined these concerns and made a clear recommendation – maintain geographic representation of members and voting directors. Next on our list of concerns with the proposed act is proxy voting. OFA is concerned that an ambitious single member or non-member, with the help of technology, could assemble sufficient proxy votes to significantly change the outcome of a vote. In other words, a single individual could possibly elect or remove a director from office or pass or quash a resolution. OFA recommends that proxy voting be an option under ONCA but not a requirement. Bill 85 will also change the policy on how resolutions (the act refers to resolutions as proposals) are handled. In its current form, the proposed act is unclear on whether or not a resolution requires a membership vote. It also unclear on whether or not a resolution is binding on the organization. OFA is recommending a membership vote be required on all resolutions and that they be non-binding to the organization. OFA’s recommendations to Ontario’s Not-for-Profit Corporations Act are in the best interests of our members. We’ve worked hard to ensure fair representation for our members, having undergone several changes in our own governance structure over the years. OFA will continue to work with the government and related ministries to make sure our recommendations are addressed. For more information contact: Mark Wales President Ontario Federation of Agriculture 519-773-6706 Neil Currie General Manager Ontario Federation of Agriculture 519-821-8883
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