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2021 ABM Documents

Notice of OAP Annual Business Meeting

The OAP’s Annual General Meeting will be held on Friday, December 10, 1200-1300 held virtually.

Presented to the OAP membership for approval will the year end financial statements and revised Bylaws.

Reminder, you must be a member in good standing to vote. If you are unsure if you have paid your dues, please see the registration desk at the conference centre to confirm.  You can only vote if your 2021 membership dues have been remitted.

We do count on and appreciate your support, every year, so that we can maintain our vision, mission and goals. Thank you for your renewed support to the OAP; representing the interests of patients, the public, and pathologists by fostering excellence in the practice of pathology and laboratory medicine in Ontario.

As of October 19, 2021, ONCA is in force. ONCA generally applies automatically to all Ontario not-for-profit corporations.

Existing not-for-profit corporations previously governed under the Corporations Act will have a three-year transition from the date ONCA came into force to make any necessary changes to their incorporating and other documents to bring them into conformity with ONCA.

What is ONCA?

The Ontario Not-for-Profit Corporations Act (“ONCA”) updates the rules for not-for-profit corporations in Ontario. The Ontario government expects that ONCA will do the following:

  • simplify the incorporation process;
  • clarify rules of governance;
  • clarify whether not-for-profits can earn a profit through commercial activities;
  • allow some corporations to use a review engagement, instead of an audit; and
  • enhance members’ rights.

In compliance with ONCA, the Board began a review of the Bylaws in the summer of 2020.
The Board of Directors is pleased to present for member approval:

  • Revised bylaws
  • Revised Articles of Incorporation
  • Revised change of address

All documents require a special resolution for member vote.
*There are no change in the current slate of directors.

Changes made to the OCA include:

  • Duty of directors to act honestly, in good faith and with a view to the best interests of the corporation
  • Members’ meetings can take place by telephone or electronic means
  • Members can remove a director by majority vote
  • Non-members may serve as directors
  • Documents may be filed electronically

Note that these changes are active now.

What changes were introduced under ONCA?

Changes introduced under ONCA include:

  • Membership structures must be outlined in the corporation’s articles
  • Non-voting members will have a right to vote as a class for certain decisions
  • Members can put forward proposals at annual general meetings and special meetings
  • Proxy and electronic voting are allowed
  • New eligibility criteria for directors
  • Minimum number of directors and maximum terms for directors
  • Distinction between public benefit corporations and other not-for-profit corporations
  • Greater flexibility for financial reporting
  • Offences for contravening ONCA, misleading statements, misuse of membership
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