Rick Hill, Executive Director of Community Living Owen Sound and District, an innovative organization I have written about before, writes to advise that CLOSD and two other community living organizations in Walkerton and Bruce Peninsula, are consolidating their management and administrative functions and staffing in a new corporate entity called “Tri-Alliance Shared Services Organization” or “Tri-Alliance SSO”. Tri-Alliance SSO is explained as follows:
“Building on past partnerships made over the last 8 years in which the three organizations shared Executive and other services, the Tri-Alliance SSO brings together the Senior and Program Management team, Financial, Human Resources, Property Management, IT and other administrative office functions of the three agencies. This consolidation will maximize the efficiency and effectiveness of the organizations, provide new opportunities for staff advancement and specialization while maintaining the community presence of the three partner Associations.
This consolidation of management and administration services does not include the direct support services, supervisors or the Board of Directors of the three associations. These remain independent and under the purview of each of the three partner agencies. Supporting more than 700 adults with developmental disability, 800 children and youth and their families for over 65 years the Associations have offices and services in the Bruce Peninsula, Saugeen Shores, Owen Sound and Walkerton communities.
In the future we anticipate the Tri-Alliance SSO gaining charitable status and becoming a fully functioning organization that is positioned to provide other not for profit agencies with the opportunity to also purchase management and back-office services.
The Boards of the three Associations are taking the needed steps and care to ensure the smooth transition of management and administrative services from their respective agencies to the new organization. Although the timeframe remains flexible, it is expected that the Tri-Alliance SSO will be fully operational by January 2022 under the leadership of Michele Bell, CEO.”
September 27 to October 1, 2021
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More About ONCA
When transitioning to the Ontario Not-for-Profit Corporations Act, consider taking advantage of the sample bylaw provided by the Ministry of Government and Consumer Services. You can use it as a starting point and adapt it to your specific requirements.
You can find it at: https://www.ontario.ca/page/not-profit-corporations-act-2010-standard-organizational-law
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Blast From The Past
ONCA is Here (Almost)
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Blast from the Past is a selection of previous BIG Ideas articles that you may not have read, or if you did, may have forgotten how helpful and insightful (i.e., brilliantly written) they were. This article is from 2016.
Committees Can Be the Lifeblood of an Organization
Almost every non-profit relies on committees to ensure the work of the organization gets done. Some non-profits make specific committees a requirement by including them in their by-laws, while others decide on their committee structure as a matter of Board policy. Regardless, from an organizational standpoint, the issue always comes down to how many committees are needed and how to make them work effectively.
Organizations with an Executive Director and a large staff complement don’t need many. I recommend that the Board of Directors have 2 core committees: one to deal with the operation of the board including working with the Executive Director and one to attend to finance including audit, risk and compliance.
In addition to the core committees, Boards that view quality as a Board issue may establish a separate committee to address it. Depending on the Board and how much it “does” as opposed to “oversee”, it may have also other committees such as for fundraising or capital projects.
The guiding principle should be to limit the number of committees to what is essential to the organization. This ensures the integrity of the Board is protected, the workload of individual Board members is manageable, and the committees do not encroach on the work of the Executive Director and staff.
But there are many non-profits with little or no staffing. In these cases, committees become the lifeblood of the organization. Committees exist instead of staff, providing the people-power needed to get things done. Committee members are basically unpaid staff members.
For all organizations, the critical issue regarding committees is that they work effectively.
The starting point is to ensure that everything about the committee is documented in a committee terms of reference. Here is an outline of what those terms of reference should contain:
General statement of purpose and specific responsibilities:
Chair: (i.e. how the Chair will be selected, role)
Role of members:
Length of tenure:
Decision-making: (i.e. how decisions will be made)
Accountability to Board
Reporting to Board:
Duration of committee: (e.g. standing, time-limited)
Once the terms of reference are established, success depends on the development and execution of committee work plans. These are usually prepared yearly and rolled up to the Board for its approval. Once the Board has done so, the committee has licence to proceed in implementing the plan.
Success also depends on the effective working of the committee. This responsibility falls to the committee chair, who is usually a Board member. That person must understand the importance of the role and be prepared to give it the time and energy it requires.
Recruitment of committee members is essential to a committee-driven organization. Since most organizations that use committees are member-based, the people you recruit can be readily identified. Then it’s a matter of selling the benefits of volunteering their time. Those benefits include:
Some committee-driven organizations we have worked with start the process of finding members by recruiting for specific projects. For those who contribute and demonstrate skill and commitment, other opportunities are then offered, including committee membership and (eventually) Board membership.
The BIG Idea
Most organizations can’t do without committees. They provide the people-power needed to get things done. So my BIG Idea for this week is to make the effective working of committees a cornerstone principle of the organization.
This means having clear, complete Terms of Reference, a skilled Chair, committee members who are well-recruited and engaged, and work plans that are developed, implemented and reported on each year.
Apparently, Ontario’s Not-for-Profit Corporations Act will finally come into effect on October 19th, meaning all Ontario non-profits now under the Corporations Act will have 3 years to transition. Transitioning means changing your bylaw and perhaps your Letters Patent, which will be called Articles going forward.
Here are some key issues I have been able to identify. I hope they are helpful. But bear in mind I only spent two weeks in law school, which means you will need a lawyer to assist in the process.
Number of Directors (Board members)
It appears that the number of directors (Board members) in future will need to be set out in the Articles, not the bylaw as has generally been the case under the Corporations Act. Ask your lawyer to confirm that this is the case.
Also, if you want the number of Board members to be a range (e.g. 7 to 12), an exact number of Board members (e.g. 9) must still be determined within that range, either by a 2/3 vote of the organization’s members or by a majority vote of the Board if the organization’s members give the Board that responsibility, which they can do by a 2/3 vote. Either way, you always need an exact number of Board members within the range.
Directors as Members
Directors no longer have to be members of the organization, so you will need to decide if Board members should be members and if so, include that proviso in your bylaw.
Duty of Care/Diligence
Board members will be required to provide a duty of care, meaning they must act honestly and in good faith, taking into account the best interests of the corporation. They must also demonstrate the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Your Board members will be able to defend their decisions and actions in court if they demonstrate the above. Remember, those decisions and actions don’t have to be perfect, just reasonable.
Quorum of Directors
It appears that the Act does not require that a quorum of directors be a majority, although it is the default provision. Again, this is something you should confirm with your lawyer.
Term of Directors
Directors don’t all have to be elected for the same term, so some could be elected for one year, some for two years, some for three years and some for four years, which is the maximum.
Officers Not Required
The Corporations Act requires a President and a Secretary. Apparently, no officer is mandatory under the new Act. This is a little confusing because there is specific reference in the Act to having a Chair, so here is another area for your lawyer to clarify. Regardless, most organizations are likely to continue with a Chair, Vice-Chair, Treasurer and Secretary.
Classes of Members
If you have more than one class of member, those classes must be set out in your Articles, not your bylaw. Consider having only one class of member.
Conditions of Membership
Your bylaw must describe the conditions of membership in the organization, which presumably would include the processes for acceptance, discipline and removal of members. You may have to add to your bylaw to meet this requirement.
You can eliminate proxy voting as an option at meetings of the organization’s members by allowing other means including electronic voting. I suggest doing away with proxy voting, given the amount of time required to make it work and the viability of the alternatives.
You can run businesses, if they support the purpose of the organization.
How to Transition to the New Act
As I understand it, if your Articles, bylaw or both need to change, here are the steps you will take:
Again, this is an area where you should lean on your lawyer for assistance.
The BIG Idea
The need to transition to ONCA presents the perfect opportunity to do a fulsome review of your organization’s governance. Everything can be on the table, although the process will be more complicated if you want to change your name or your objects, especially if your organization is a charity.
If you want to check out the new Act, go to the Ontario Government website:
You will find other helpful information on the ONCA section of the site too.
In addition, here is a straightforward presentation on moving to the new Act, from Carters Professional Corporation, a leading Ontario law firm dealing with non-profits and charities: