Two dates, and they are not the same. The Ministry says the transition period ended 18 October 2024. The statute deems the amendment to happen “on the third anniversary” of ONCA coming into force, which is 19 October 2024. Either way it is done, and it happened whether or not anybody on your board noticed.
What section 207 actually did
Section 207(1) preserved non-conforming provisions during the three-year window. Section 207(2) then closed it:
“a provision described in subsection (1) that has not been amended to bring it into conformity with this Act is deemed to be amended to the extent necessary to bring it into conformity with this Act on the third anniversary of the day this section comes into force.”
Note what is caught: “letters patent, supplementary letters patent, by-laws or any special resolution.” Not just the constating documents. The by-law your board has been working from since 1987.
The five things that were not overridden
Section 207(3) is the exception, and it runs the other way. These five, if they sit in your by-laws or a special resolution, stay valid indefinitely — but only “until the day articles of amendment are endorsed” moving them into the articles in conforming form:
- A provision respecting the number of directors.
- A provision providing for two or more classes or groups of members.
- A provision respecting voting rights of members.
- A provision respecting delegates made under section 130 of the old Corporations Act.
- A provision respecting the distribution of remaining property of a corporation that is not a public benefit corporation on winding up or dissolution.
There is a catch in the wording that is easy to read past. The exception applies to provisions in by-laws or a special resolution. The identical provision sitting in your letters patent is not within section 207(3) at all, and was deemed amended under 207(2). Two corporations with the same governing rule can be in different positions depending on which document it was written into forty years ago.
What was silently overridden
| Your old provision | What ONCA now says |
|---|---|
| Directors elected for five years, or “until a successor is elected” | A term cannot run past the close of the fourth annual meeting after the election (s. 24(1)). The clause is deemed cut down. |
| A by-law that regulates how proxies are used, on the assumption they are available | “A member may appoint a proxyholder only if the articles or by-laws of the corporation permit it” (s. 64(1.1)). Regulating proxies is not the same as permitting them. A corporation relying on old practice without an express permitting clause may have been counting invalid votes since October 2024. |
| A director may send an alternate to a board meeting | “No person shall act for an absent director at a meeting of directors” (s. 23(5)). Void. |
| Borrowing power granted by by-law, subject to member confirmation | Unless the articles or by-laws provide otherwise, directors may borrow without authorization of the members (s. 85(1)). A restrictive by-law survives as an override; a by-law framed as a grant is now surplus and misleading. |
| A charity reserving board seats for staff | A charitable corporation is automatically a public benefit corporation, so not more than one-third of directors may be employees of the corporation or an affiliate (s. 23(3)). |
What was silently preserved — in the wrong place
The mirror image, and in some ways the worse problem, because these clauses still say exactly what they always said.
If your by-law fixes the number of directors, that is still valid — but ONCA requires it in the articles (s. 22(2)). If your by-law creates member classes or sets out member voting rights, those are still valid — but ONCA requires them in the articles (s. 48(3), (5)). The Ministry says the same thing on its transition considerations page: under the old Corporations Act classes could live in the by-laws, and under ONCA they “must be set out in the articles.”
So the corporation sits in a hybrid state, and section 207(5) attaches a real consequence to it: you cannot restate your articles under section 109 until the deemed amendments have actually been made. Any corporation that wants a single clean constating document — for a lender, a funder, an insurer, an amalgamation — has to do the work first.
Why this is a dispute problem, not just a paperwork problem
A by-law is a document people argue about. A member challenges a board election. A director says the quorum was wrong. Somebody wants to know whether the proxies filed at the annual meeting counted.
The answer now depends on a provision-by-provision analysis of which clauses were deemed amended, which were preserved, and what the amended version says — because the amended version does not exist as text anywhere. It exists as the difference between your by-law and the Act. Nobody wrote it down. That is a bad place to be having an argument, and it is a worse place to be having one in front of a judge.
The Ministry’s own guidance is that not-for-profits “should conduct a careful review” to determine which provisions are deemed amended and which continue to apply. That is exactly right, and almost nobody has done it.
Fixing it
The work is not large. It is just work that nobody schedules.
Go through the documents against the Act and mark each provision as conforming, deemed amended, or preserved by section 207(3). The Ministry’s transition considerations page is a serviceable checklist.
File articles of amendment to move the five preserved items into the articles in conforming form. Section 207(4)(a) is the express authority. This is the only step that ends the hybrid state, because section 207(3) preserves those provisions “until the day articles of amendment are endorsed.” Member approval is a special resolution under section 103 — two-thirds of the votes cast, and there is no class vote, because the ONCA class-vote provisions were repealed before the Act came into force. The government fee is $130 at the time of writing.
Adopt a replacement by-law that conforms, and repeal the old one. Section 207(4)(b) expressly permits revoking a by-law provision that ONCA requires to be in the articles instead. The process is a directors’ resolution under section 17(1), effective immediately, then confirmation by ordinary resolution at the next members’ meeting — and section 17(4) matters here: a by-law ceases to have effect if it is not submitted to the members or if they reject it. The Ministry’s standard organizational by-law is a free starting point.
Deal with proxies and absentee voting deliberately. If you want proxies, say so in the articles or by-laws. If you want mail, telephone or electronic voting, the by-laws have to provide for it (s. 67(1)).
Fix the board while you are there. Three directors minimum, terms within four years, consents on file, and for a public benefit corporation, employees at or under a third.
And before any of it, file whatever annual returns are outstanding. Section 18(1) of the Corporations Information Act stops a corporation in default from maintaining a court proceeding in Ontario without leave, and ONCA section 170(1) lets the Director dissolve it on 90 days’ notice. A governance clean-up that leaves the corporation unable to sue is not a clean-up.
Common questions
What happened if we missed the ONCA transition deadline?
Your corporation was not dissolved and did not stop operating. Under ONCA section 207(2), any provision of your letters patent, supplementary letters patent, by-laws or special resolutions that did not conform to ONCA was deemed to be amended to the extent necessary to conform, on the third anniversary of the Act coming into force. The Ministry framed the deadline as 18 October 2024; the statute operates on the third anniversary, 19 October 2024.
Which provisions were not deemed amended?
Five categories, set out in ONCA section 207(3): the number of directors, provisions creating two or more classes or groups of members, provisions on member voting rights, delegate provisions made under section 130 of the old Corporations Act, and the distribution of remaining property of a non-public-benefit corporation on winding up. These stay valid until articles of amendment are endorsed adding them to the articles. Importantly, the exception applies only where the provision is in the by-laws or a special resolution, not in letters patent.
Can we still use proxies at our members' meetings?
Only if your articles or by-laws expressly permit it. ONCA section 64(1.1) says a member may appoint a proxyholder only if the articles or by-laws permit it. Under the old Corporations Act proxies were generally available and many by-laws only regulated how they were used rather than affirmatively permitting them. A by-law that regulates proxies without permitting them does not satisfy section 64(1.1).
How long can our directors serve under ONCA?
A term cannot expire later than the close of the fourth annual meeting of members after the election, under ONCA section 24(1). Longer terms and open-ended terms in old by-laws were deemed amended down to that limit. ONCA also prohibits alternate directors entirely under section 23(5).
Why can't we restate our articles?
ONCA section 207(5) prevents a corporation from restating its articles under section 109 unless its articles conform to the Act and, where provisions were deemed amended under section 207(2), the corporation has actually made those amendments. Corporations in the hybrid state created by section 207 therefore cannot produce a single clean constating document until they file articles of amendment.
What does it cost to fix?
Articles of amendment under ONCA carry a government fee of $130 at the time of writing, processed in five business days online. The larger cost is the review itself and the drafting of a conforming replacement by-law, plus a members' meeting to pass the special resolution for the articles and confirm the new by-law.
Do we need a class vote to amend the articles?
No. The ONCA provisions that would have given classes of members separate votes on fundamental changes were repealed on 31 December 2020, before the Act came into force. Section 103 requires a special resolution, meaning two-thirds of the votes cast by voting members. Non-voting members have no vote.
Does this affect our charitable registration?
Not directly, but if the corporation is a registered charity and it amends its governing documents, the amended documents should be provided to the CRA Charities Directorate. Separately, a charitable corporation is automatically a public benefit corporation under ONCA, which brings the one-third cap on employee directors and the stricter audit thresholds, whether or not the by-laws were ever updated to reflect that.