1. Title of Resolution:

CBA Bylaw Amendment – Branch Corporations

2. Estimated cost of implementation to CBA:

(Including the amount of any increase in budget requirements, any potential savings, and the amount of staff time to implement the resolution) Note: National Office staff can assist in calculating implementation cost.

Nominal cost to update bylaws and agreement between CBA and OBA can be covered in current budget allocation.

3. Contact person who can assist the Board of Directors to implement the Resolution:

Name: Tamra L Thomson / Elizabeth Hall
Firm name: CBA / OBA
Telephone: (613) 237-2925, ext 137 / (416) 869-1047 ext. 323
E-mail: tamrat@cba.org / ehall@oba.org 

4. Implementation Calendar

(List steps to be taken by the CBA to implement the Resolution and suggested dates for completion of each step)

Amendment to come into effect upon adoption at the AGM. Ontario Not-for-Profit Corporations Act (ONCA) amendments come into force in October 2024. Updated agreement between CBA and OBA to be signed before OBA Letters Patent are updated.

5. Indicator of Success

(The practical result which, if achieved, will show that the Resolution has been successfully implemented by the CBA.)

Continued effective operation of OBA elections, including broad engagement.

6. Any information not appearing on the face of the Resolution to inform the deliberations:

(Attach or link to any background papers or other documentation in addition to this form which should be submitted to the Annual Meeting with the Resolution. Attach or link to documentation in both French and English, where it exists in both official languages.)

CBA Bylaw s. 46 permits a Branch to incorporate if certain conditions are met:

46.  Branch Corporation

A Branch may transfer its property to a corporation and conduct its financially significant operations by that corporation, provided:

1. the Board of Directors of the Association approves the draft application for incorporation;
2. if the proposed corporation is to have share capital, all the shares are registered in the name of the Association;
3. if the proposed corporation is to be organized without share capital, membership is limited by the charter to members of the Board of Directors of the Branch, and the charter provides that on dissolution of the corporation, its assets belong to the Association;
4. a draft agreement between the Association and the proposed corporation is tabled and approved by the Board of Directors of the Association which provides that the corporation will not seek any amendment to its charter without Association approval, and will at all times operate in the limits of the objects and of the policies of the Association and its Branch.

Amendments to the Ontario Not-for-Profit Corporations Act (ONCA) come into force in October 2024, replacing the Corporations Act. The ONCA assigns certain powers and responsibilities to “members” of the corporation. These include electing the Board of Directors.

The Ontario Branch met the conditions to incorporate as CBA-Ontario in 1985, and to change its name to Ontario Bar Association in 2001. The current OBA Letters Patent define the corporate members as “the Executive Committee of the Branch,” as required by CBA Bylaw s. 46(3) and the 1985 agreement between the CBA and OBA signed pursuant to s. 46(4). The ONCA contemplates a corporate membership broader than the board of directors itself. Otherwise, a new board would be elected by the current board members.

The longstanding OBA practice is for key Board members to be elected by the Branch Council. They would like to continue this practice under the new ONCA rules, with the Council electing the officers (2 VP, Secretary, Treasurer) and some Director positions (e.g. Director of Sections and PD). The ONCA requires elections to be held at the AGM. Subject to amendments to ONCA being sought by the OBA, current plans are to make other Director positions ex officio, permitting them to be selected by Council members in a longer open ballot.

Amending the CBA Bylaw to permit a Branch’s corporate members to be the either the Council or the Board would give more flexibility for Branch elections under modern not-for-profit laws, while maintaining safeguards to ensure that the Branch meets its other terms and conditions.

7. (i) Person moving Resolution:

Will be present at Annual Meeting: Yes ☒ | No ☐

Name: John Stefaniuk, President
Firm name: Canadian Bar Association
Telephone: (613) 237-2925
E-mail: president@cba.org​

7. (ii) Person seconding Resolution:

Will be present at Annual Meeting: Yes ☒ | No ☐

Name: Kelly McDermott, President
Firm name: Ontario Bar Association, Toronto
Telephone: (905) 668-4113 x 2077
E-mail: kelly.mcdermott@durham.ca

7. (iii) Branch, Section, Committee or Subcommittee sponsoring resolution, if any:

Board of Directors and Ontario Bar Association

8. Branches, Sections, Committees or Subcommittees directly affected by implementation of this resolution:

Board of Directors and Ontario Bar Association. Other Branches seeking to incorporate (or continue a corporation) under modern not-for-profit laws.