The Bruce Trail Conservancy (BTC) Board of Directors, in its role in ensuring responsible governance of the BTC, has undertaken a review of current BTC By-laws to bring them into compliance with the new governing legislation, the Ontario Not-for-Profit Corporations Act (the ONCA).

Background: Transition to ONCA

The new Ontario Not-for-Profit Corporations Act, 2010 (the ONCA) was proclaimed into force effective October 19, 2021. The ONCA replaced the Ontario Corporations Act, the corporate legislation which previously applied to Ontario corporations without share capital such as the BTC. The ONCA applies automatically to all Ontario non-share capital corporations (which are now called not-for-profit corporations), including BTC, as of October 19, 2021.

The BTC has three years to transition under the ONCA.  After this transition period has expired, all non-conforming provisions in the BTC’s governing documents, including its By-laws and its Letters Patent, will be deemed to have been amended to conform with the ONCA.  

Although there is no formal requirement to amend by-laws or file articles of amendment under the ONCA, if the BTC does not do so, its governing documents may not reflect the actual rules of governance that apply to it.

Review of BTC By-laws

The BTC Board of Directors has engaged legal counsel with expertise in not-for-profit governance to prepare new, more ‘plain language’ By-laws to achieve compliance with the ONCA, rather than amending BTC’s current By-laws. The changes are intended to make the BTC By-laws easier to understand and follow, while being guided by the language of the ONCA and streamline BTC’s governance processes and procedures.

Documents for BTC Members to Review

• Proposed New Bruce Trail Conservancy By-laws (Board Approved, April 15, 2023)
• Articles of Amendment (Draft, February 2023)
• Special Resolution of the members re. determining number of directors (Draft, February 2023)
• Special Resolution of the members approving Articles of Amendment and new By-laws (Draft, February 2023)

Virtual Town Hall Meetings for Members

BTC Members were invited to participate in one of two virtual Town Hall meetings to review and discuss draft changes to BTC By-laws. These meetings took place in February 2023.

The feedback received from members at the Town Hall meetings has allowed the Board to finalize the draft By-laws and related Articles of Amendment and Special Resolutions. The Board will recommend the final draft by-laws to the Membership, to be voted on at the BTC Annual Meeting on October 14, 2023. Consistent with our current By-laws, the proposed new By-laws have been shared with the entire Membership through the summer issue of Bruce Trail Conservancy Magazine.

Documents Reviewed at the Virtual Town Hall Meetings

• Overview Presentation
• Proposed New Bruce Trail Conservancy By-laws (Draft, February 2023)
• Articles of Amendment (Draft, February 2023)
• Special Resolution of the members re. determining number of directors (Draft, February 2023)
• Special Resolution of the members approving Articles of Amendment and new By-laws (Draft, February 2023)

Other Relevant Documents

• Current BTC By-laws
• Letters Patent 1963
• Supplementary Letters Patent 1965
• Supplementary Letters Patent 1986
• Supplementary Letters Patent 2007
• Supplementary Letters Patent 2013

Questions?

Please send any questions or comments you may have about the proposed new By-laws to board@brucetrail.org.