Transition of L’Arche Canada governance documents to the new Canada Not-for-

profit Corporations Act (September 20, 2012)

The Board of Directors is recommending that L’Arche Canada’s governing documents be

brought into conformity with the new Canada Not-for-profit Corporations Act (NFP Act).

Why are we doing this?

The Government of Canada has enacted a new Canada Not-for-profit Corporations Act (NFP

Act) that establishes a new set of rules for federally incorporated not-for-profit corporations in

Canada. The new rules replace Part II of the Canada Corporations Act (old Act), the law that

has governed federal corporations for nearly a century. According to the Government, the rules

under the NFP Act are modern, flexible and more suited to the needs of the not-for-profit sector.

All corporations incorporated under the old legislation must transition to the new NFP Act by

October 17, 2014. Corporations that do not make the transition by the deadline will be assumed

to be inactive and will be dissolved. For registered charities, dissolution could lead to the

revocation of their registration as a charity, which would result in the corporation having to pay

revocation tax equal to 100% of the value of their remaining assets.

In order to make the required transition, L’Arche Canada must replace its letters patent,

supplementary letters patent and by-laws with new charter documents by submitting articles of

continuance to obtain a Certificate of Continuance and creating and filing new by-laws. The

articles and by-laws must comply with the NFP Act. These charter documents set out the

primary rules governing L’Arche Canada.

What changes are being recommended?

In order to accomplish this change, the Board’s Governance committee drafted articles, a

Certificate of Continuance (Form 4031), and a revised bylaw conforming to the NFP Act. The

basic drafting principle was to preserve the substantive intent of existing letters patent,

supplementary letters patent, the bylaws, and the bylaw policies. Whenever possible, the words

in the current governing documents were simply copied into the new format. Because our

current documents were drafted relatively recently, the content of our documents was often

already compatible, or nearly so, with the new NFP Act.

At its meeting of June 29, 2012, the board reviewed the proposed draft Articles of Continuance

(Form 4031, Schedule 1, Schedule 2) and the proposed Bylaw No. 1. The board was satisfied

that the proposed new governance documents preserve all of the essential provisions of the

documents adopted by members at the November 2009 National Assembly.

The provisions of the new NFP Act allow us to eliminate the distinction between by-laws and by-

law policies. Thus, the by-law policies have been incorporated into the new By-law, No. 1. This

simplifies the structure of our documents.

Even though very little of substance is changing, there are a few small but important changes in

the new governing documents:

a) As per the direction adopted at the 2012 International Federation meeting in Atlanta, the

title “leader” replaces the title “coordinator” for National and Regional leaders and vice-

leaders.

b) The members of L’Arche Canada may now establish, by ordinary resolution, the number

of directors on the board or empower the directors to do so (section 7.01) within a range

of five to nine stated in the articles. The current by-law sets a range of seven to nine,

and the precise number within that range is determined by a resolution of the directors.

c) The National Council may now be continued beyond 2013, if the members pass a

resolution to do so (section 5.02). Continuation of the National Council will be

considered at the National Assembly in May 2013.

d) Some details of the methods for conducting meetings of members and board meetings,

including conducting meetings by electronic means are changed to be in conformity with

provisions in the NFP Act

How will the transition be accomplished?

The process for making the transition to the new NFP Act is as follows.

August 20, 2012 – L’Arche Canada sends materials to members 30 days before the annual

meeting (materials include Articles of Continuance, Bylaw No. 1, special resolution)

August 20 – September 20, 2012. Members are encouraged to review the proposed Articles

and By-law No. 1. Any questions may be addressed to jrietschlin@larche.ca.

September 20, 2012 – Members vote on a special resolution of approval for the new articles

and By-law No.1. The board is recommending that members vote in favour of this resolution.

(Two thirds majority is required for adoption)

Fall 2012 – The board will submit to Industry Canada: Articles of continuance (Form 4031,

schedule 1, schedule 2), Initial Registered Office Address and First Board of Directors (Form

4002), revised Bylaw No. 1

Fall 2012 – Following receipt of a Certificate of Continuance from Industry Canada, the Board

will submit the revised documents to Canada Revenue Agency in order to retain our charitable

status.