Help you understand the criminal procedure in Ontario, Canada
The initial disclosure provided by the Crown is not the only disclosure evidence. The Crown has an obligation to provide everything and this is an ongoing obligation. You might have two, three, four, five, even six appearances where the Crown is constantly providing disclosure evidence. It is also up to the Defence Counsel to ask for or to request disclosure if you think that you have not received all of the disclosure that there is to the case.
The next step is the Crown Pre-Trial. There could be a couple of Crown Pre-Trials and this usually entails a conversation between your Defence Counsel and the Crown assigned to the matter. This could take place in person, over the phone or by email.
Depending on your charge(s), sometimes you have to provide proof to the Crown. For example, in a domestic situation, if you have completed therapy or you are in therapy or you’ve completed an anger management course, your Defence Counsel would have to provide a completion certificate to the Crown.
Essentially, it’s very good to have a lot of conversations with a Crown because it’s means that you’re coming to a resolution to try and avoid going to trial if not necessary. There are matters where the Defence Counsel and the Crown do not see eye-to-eye and the Crown feels that your case should go to trial.
In this case, the next step is a Judicial Pre-Trial. This is a meeting between the Crown, Defence Counsel and the Judge. This is where you would receive a judge’s opinion on the matter. Usually there is one Judicial Pre-Trial, but you can have more than one Judicial Pre-Trial if there is a potential for a resolution in the case.
As you can see, there are some steps prior that can be taken to see if the case can be resolved prior to going to trial. It’s always important to understand that each case is different because it depends on the facts of the case so some cases will resolve quicker than others and other cases perhaps will end up going to trial. It’s quite important to be patient and always be in touch with your Defence counsel in case you have any questions or concerns.
If you or anybody that you know is in trouble, we can help!
Book a Consultation with Northfield & Associates Your Trusted Partner in Spousal Sponsorship
Sponsoring a spouse is both a deeply personal commitment and a complex legal process. Understanding eligibility requirements, preparing the correct documentation, and avoiding common pitfalls are essential to a successful application.
At Northfield & Associates, our experienced immigration consultants and lawyers specialize in spousal sponsorship. We provide strategic advice and tailored support to help you navigate the process with clarity and confidence.
Whether you prefer to meet in person at one of our offices or connect remotely, we make consultations convenient and accessible. During your session, we’ll assess your situation, review your documents, and guide you through each step of the sponsorship process.
Let us help you bring your spouse home and begin the next chapter of your life together—with trusted legal guidance by your side.
Contact us today to book your consultation.
Working with Our Firm
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We specialize in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
Your Trusted Partner in International Bilateral Relations
At Northfield & Associates, we specialize in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
If you or anybody that you know, think that you meet the requirements and wish to receive further information.
We can help you start the application process and confirm eligibility requirements to participate.
We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.
Book a Consultation Today
Contact Northfield & Associates today to schedule a consultation with an experienced Consultant.
Northfield & Associates International Corporation is a global strategic advisory and consulting firm partnering with private equity, sovereign, and institutional investors to deploy capital, manage regulatory, supporting senior leadership, boards, and capital providers across Cambodia, Canada, and international markets operating in complex regulatory, economic, and geopolitical environments, and drive enterprise value creation across complex global markets.
We advise boards, executives, entrepreneurs, and public-sector decision-makers on business strategy, institutional transformation, and high-stakes market challenges requiring disciplined judgment, capital efficiency, and execution certainty. Our work is concentrated across priority global sectors, including agribusiness, aviation and automotive, energy and natural resources, financial services, healthcare, infrastructure, real estate, immigration, education, and information technology.
Our platform integrates sector-specific intelligence with multidisciplinary advisory capabilities. Clients benefit from coordinated access to consulting, legal and regulatory counsel, financial management, risk assessment, real estate advisory, immigration, education, and technology expertise. This integrated model supports informed capital allocation, regulatory-compliant investment structuring, and execution-ready strategies designed to optimise returns, preserve downside protection, and enhance risk-adjusted performance.
Northfield combines consulting rigor with legal and regulatory judgment to support capital markets-aligned decision-making in complex, regulated, and rapidly evolving environments. We partner with private enterprises, institutional investors, family offices, and public-sector entities to structure, deploy, and manage capital effectively; strengthen governance; mitigate regulatory and geopolitical risk; and drive sustainable enterprise value creation.
Our engagements span strategy formulation, operational optimisation, organisational design, and change execution. We deliver measurable outcomes that improve financial performance, support disciplined growth, enhance valuation, and generate durable returns on investment for investors, shareholders, and institutional stakeholders. We operate with independence, precision, and accountability, aligned with long-term value creation and fiduciary standards.
Forward-Looking Information
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Questions?
info@northfied.biz
Within Corporate Newsroom
Media Contact:
media@northfied.biz
Press contact
PR consultants press@northfied.biz
NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.
Advocacy is a powerful tool for Canadian charities to influence public opinion and policy. However, navigating the rules requires a thoughtful approach to ensure your efforts are effective and compliant. Let’s explore how advocacy can help your charity make a difference.
What is Advocacy in the Charitable Context?
Advocacy means speaking up about issues that matter to your charity’s mission. It can involve raising awareness, influencing policies, or inspiring action all while staying non-partisan and mission-focused.
1. Educational Campaigns
Educating the public is one of the best ways to advocate. For example:
An environmental charity could launch a campaign on renewable energy benefits.
A mental health charity might share resources to reduce stigma.
2. Engage Stakeholders
Bring together community members, policymakers, and other stakeholders to discuss important issues. Hosting a public forum on youth homelessness, for example, could spark collaborative solutions.
3. Encourage Grassroots Action
Ask your supporters to sign petitions, attend rallies, or write letters to their representatives. A charity focused on education might organize a petition to increase funding for public schools.
Staying Within Legal Limits
To make sure your advocacy efforts are compliant with CRA rules:
1. Stick to Your Mission
Keep advocacy activities tightly aligned with your charitable goals. For example, a wildlife charity should focus on protecting natural habitats rather than unrelated issues.
Advocacy can help Canadian charities address systemic issues and create meaningful change. By understanding the rules and using available resources, your charity can make a lasting impact while staying compliant. For more information, visit the CRA’s webinar on this topic.
Navigating director compensation rules can be complex.
At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.
At Northfield & Associates, we have a team of professional bookkeepers and accountants to help your organization manage the books so that you can breeze through tax season.
We’re often asked by prospective clients what our Bookkeeping Service covers? People want to know what specific tasks we do, and what their responsibility is. This brief explainer page will answer that question. This is by no means an exhaustive list, but covers the most frequently asked questions.
Getting Started
Review your existing books for needed corrections or back-work
Chart of accounts setup or amendment
Assistance with setting up bank feeds
Limited assistance* with setting up payroll (QBO or Gusto only)
Your books brought current and reconciled if needed
Ongoing Monthly Bookkeeping
After-the-fact transaction recording
Post to general ledger
Post to other ledgers (as needed)
Bank account reconciliation
Monthly financial statements
Other bookkeeping services, as required
Best-practice bookkeeping advice and counsel
Year End
Assistance with 1099-NEC preparation*
Assistance with 1099-MISC preparation*
Year-end financial statements and period-end closing
What We Don’t Do
Pay bills
We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).
Payroll tax responsibility
Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state. Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.
*Payroll deductions and benefits
We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data. We do not assist in state registrations, benefits, or advise on deductions. Those service areas are provided directly by either QBO or Gusto.
Preparation of W2s
Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.
Sales tax reporting
For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.
Donation recording
We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.
Administrative tasks
We cannot provide administrative services unrelated to our bookkeeping function.
Attend board meetings
Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.
Let’s Collaborate & Make a Difference!
Partner with us to amplify your mission. Whether it’s Charity accounting, financial transparency, or strategic growth—we’re here to help you create meaningful impact. Let’s work together to build a better future!
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
Your Trusted Partner in International Bilateral Relations
At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
Northfield & Associates
Advancing Global Partnerships, Together.
Take the First Step Today
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
If you or anybody that you know, think that you meet the requirements and wish to receive further information.
We can help you start the application process and confirm eligibility requirements to participate.
We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.
Book a Consultation Today
Contact Northfield & Associates today to schedule a consultation with an experienced Consultant.
Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.
Forward-Looking Information
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Questions?
info@northfied.biz
Within Corporate Newsroom
Media Contact:
media@northfied.biz
Press contact
PR consultants press@northfied.biz
NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.
Charitable organizations that serve the needs of Indigenous communities fall under the recognized category of philanthropic purposes. These purposes extend beyond providing direct assistance to the community and include other beneficial activities acknowledged as charitable under the law. This rule is for groups that help Indigenous people in Canada.
To become a charity, a group has to prove that what they do helps the public or is a big part of it. Courts have affirmed that organizations with restricted purposes and activities related to the needs of Aboriginal Peoples of Canada qualify as philanthropic entities, meeting the public benefit test.
Groups that create programs for Indigenous peoples that respect their traditions, customs, and cultural needs can become charities.
Organizations may be eligible under the broader category of charitable purposes, including shelters for youth or victims of abuse
family counseling services
suicide prevention lines
rape crisis centers
counseling centers for alcoholism and substance abuse
organizations addressing medical conditions prevalent in Aboriginal communities,
If an indigenous charity only allows people from one nation and excludes others, it doesn’t meet the requirement of benefiting the public. To be allowed to target a specific indigenous nation, the organization must demonstrate that it addresses a charitable need specific to that limited group(e.g., issues faced only by the Métis or a particular nation).
Navigating director compensation rules can be complex.
At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.
At Northfield & Associates, we have a team of professional bookkeepers and accountants to help your organization manage the books so that you can breeze through tax season.
We’re often asked by prospective clients what our Bookkeeping Service covers? People want to know what specific tasks we do, and what their responsibility is. This brief explainer page will answer that question. This is by no means an exhaustive list, but covers the most frequently asked questions.
Getting Started
Review your existing books for needed corrections or back-work
Chart of accounts setup or amendment
Assistance with setting up bank feeds
Limited assistance* with setting up payroll (QBO or Gusto only)
Your books brought current and reconciled if needed
Ongoing Monthly Bookkeeping
After-the-fact transaction recording
Post to general ledger
Post to other ledgers (as needed)
Bank account reconciliation
Monthly financial statements
Other bookkeeping services, as required
Best-practice bookkeeping advice and counsel
Year End
Assistance with 1099-NEC preparation*
Assistance with 1099-MISC preparation*
Year-end financial statements and period-end closing
What We Don’t Do
Pay bills
We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).
Payroll tax responsibility
Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state. Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.
*Payroll deductions and benefits
We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data. We do not assist in state registrations, benefits, or advise on deductions. Those service areas are provided directly by either QBO or Gusto.
Preparation of W2s
Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.
Sales tax reporting
For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.
Donation recording
We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.
Administrative tasks
We cannot provide administrative services unrelated to our bookkeeping function.
Attend board meetings
Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.
Let’s Collaborate & Make a Difference!
Partner with us to amplify your mission. Whether it’s Charity accounting, financial transparency, or strategic growth—we’re here to help you create meaningful impact. Let’s work together to build a better future!
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
Your Trusted Partner in International Bilateral Relations
At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
Northfield & Associates
Advancing Global Partnerships, Together.
Take the First Step Today
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
If you or anybody that you know, think that you meet the requirements and wish to receive further information.
We can help you start the application process and confirm eligibility requirements to participate.
We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.
Book a Consultation Today
Contact Northfield & Associates today to schedule a consultation with an experienced Consultant.
Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.
Forward-Looking Information
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Questions?
info@northfied.biz
Within Corporate Newsroom
Media Contact:
media@northfied.biz
Press contact
PR consultants press@northfied.biz
NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.
Canadian charities can participate in political activities, but only within strict limits set by the law. They are allowed to engage in public policy dialogue and advocacy as long as their actions are non-partisan and directly support their charitable purpose.
This means charities can influence laws and policies but cannot support or oppose any political party or candidate.
These rules help charities focus on their mission without becoming involved in election campaigns or political endorsements. Charities must keep their political work connected to their stated purposes and avoid anything that looks like backing a specific party or candidate, especially during elections.
Understanding these guidelines is important for anyone interested in how charities operate within Canada’s legal system. This article will explain what is allowed and what is prohibited, offering clear insight into the political role of Canadian charities.
Legal Status of Political Campaign Participation
Canadian charities have clear legal boundaries when it comes to engaging in political campaigns. These boundaries are set by charity law and the Income Tax Act, which regulate the nature and extent of political involvement allowed while maintaining charitable status.
The Canada Revenue Agency (CRA) plays a key role in overseeing compliance with these laws.
Charity Law and the Income Tax Act
Charity law in Canada requires that a charity have exclusively charitable purposes. Political purposes, such as supporting a political party or candidate, are not considered charitable.
The Income Tax Act (ITA) reflects this by restricting charities from engaging in partisan political activities.
Charities can participate in non-partisan political activities if these are connected and subordinate to their charitable goals. Non-partisan political activities include public policy dialogue and communications that do not explicitly support or oppose any political party or candidate.
The ITA prohibits charities from spending too much of their resources on political activities that stray beyond their charitable purposes. Attempting to influence laws or government policies for partisan reasons can risk their registered status.
Registered Charities and Charitable Status
To maintain registered charity status, organizations must devote all their resources to charitable purposes. Charities may engage in political activities only if these further their stated charitable objectives without bias toward political parties.
If a charity focuses largely on political campaigns or partisan actions, it risks losing its charitable status. Any political activity must remain secondary and limited in scope.
Charities can inform the public about issues, but cannot call for political action supporting specific parties or candidates.
Charities that want to participate extensively in political campaigning can set up separate non-charitable organizations. These bodies can freely engage in politics but cannot issue tax receipts or receive funding from the charity for political purposes.
Canada Revenue Agency Oversight
The CRA monitors charities to ensure compliance with the Income Tax Act and charity law. It assesses whether political activities are non-partisan and connected to charitable purposes.
The CRA may investigate if a charity appears to use too much of its resources on political activities or partisan causes.
The agency provides guidance to charities on allowable political activities and enforces rules against illegal or partisan involvement. It requires that charities avoid explicitly supporting or opposing political parties or candidates in public communications.
Failure to follow CRA rules on political activities can result in penalties or the revocation of charitable status. The CRA regularly updates its policies to reflect changes in law and consults with the voluntary sector to clarify acceptable political engagement.
Defining Political Activities and Charitable Purposes
Canadian charities must clearly separate their charitable purposes from political activities. They can engage in some political actions but only if these are non-partisan and support their charitable goals without crossing legal limits.
Understanding the differences helps charities stay compliant.
Charitable Purposes vs. Political Purposes
Charitable purposes are goals recognized by law to provide a public benefit. These include activities like relieving poverty, advancing education, or protecting the environment.
A charity’s purpose must be clearly stated in its governing documents.
Political purposes focus on supporting or opposing a political party or candidate, or trying to change laws or government decisions. These are not allowed as a charity’s main goal because political purposes do not meet the legal definition of charity.
Courts say charities must avoid taking sides in political debates.
A charity may partake in political activities only if they are directly connected and subordinate to its charitable purpose. This means political efforts must help further its main goals, not replace them.
Types of Political Activities
Political activities include efforts to influence public policy or encourage political action. These must be non-partisan or neutral.
Prohibited activities include:
Supporting or opposing a political party or candidate
Partisan campaigning or direct political lobbying
Permitted political activities are:
Public policy dialogue related to the charity’s purpose
Providing well-reasoned information without urging support for a party or candidate
Encouraging public engagement in policy debate in a neutral way
Charities must ensure political activities do not become their primary focus to maintain their registered status.
Political Campaigns and Advocacy
Charities are not allowed to take part in election campaigns by supporting or opposing candidates or parties. Doing so risks their charitable status.
However, charities can engage in advocacy to influence policies that align with their charitable purposes. This means informing the public, commenting on laws, or speaking with policymakers about issues relevant to their mission.
All advocacy must avoid direct political endorsements and must be based on solid evidence and charity goals. Advocacy cannot ask the public to vote for or against specific candidates or parties.
It must contribute to public policy debate without becoming partisan.
Permitted Political Activities for Charities
Canadian charities can engage in specific political activities if they relate directly to their charitable purposes. These activities must not support or oppose any political party or candidate.
Charities focus on influencing public policy in ways that benefit the public and align with their missions.
Public Policy Dialogue and Development Activities
Charities may take part in public policy dialogue and development activities (PPDDAs) when these activities further their charitable purposes. This includes research, advocacy, or discussions aimed at changing laws, policies, or government decisions.
For example, a charity focused on education might lobby for better school funding. These activities must provide a clear public benefit and be connected to the charity’s stated purpose, such as advancing education or providing social services.
There are no limits on how much time or resources a charity can dedicate to PPDDAs, as long as they do not support political parties or candidates directly or indirectly.
Non-Partisan Political Activity
Charities must remain non-partisan in their political activities. This means they cannot directly or indirectly support or oppose any political party or candidate, even during elections.
They may share information about the policy positions of parties in a neutral way, but must avoid endorsement or criticism of specific individuals running for office.
Examples of prohibited actions include endorsing a candidate on social media, donating resources to a campaign, or allowing a political party to use charity facilities. Instead, charities focus on issues, not parties or candidates.
Public Awareness Campaigns
Charities may run public awareness campaigns to educate people about issues related to their charitable purposes. These campaigns often aim to inform the public or influence government policy on topics like poverty, health, or the environment.
Such campaigns must be factual and not misleading. They can include social media posts, newsletters, or public events but must avoid partisan content or calls to support or oppose a political party or candidate.
These campaigns help charities advance their causes by raising understanding and encouraging participation in public policy discussions without getting involved in partisan politics.
Prohibited Political Activities and Partisanship
Canadian charities must avoid any actions that support or oppose political parties or candidates. Their activities must remain neutral to keep their registered status.
Certain political activities are specifically banned to prevent partisanship and protect the charity’s focus on its stated purpose.
Partisan Political Activities
Partisan political activities are illegal for Canadian charities. These include any direct or indirect support or opposition to political parties or candidates for public office.
For example, charities cannot endorse a political party, fund a campaign, or publicly oppose a candidate.
This restriction applies broadly to activities involving elected representatives and public officials. Even indirect actions, such as providing resources that benefit one party or candidate, are prohibited.
Charities must keep their advocacy strictly non-partisan and focused on issues, not on election outcomes.
Endorsement of Political Parties or Candidates
Charities cannot endorse or appear to support political parties or candidates in any way. This includes social media posts, public speeches, or invitations to events that favor one candidate over others.
Showing partiality during elections damages neutrality and breaks legal rules.
Inviting all candidates equally to speak is allowed, but favoring one is not. Charities also cannot donate funds, provide free services, or allow their assets to be used by political parties or candidates.
Monitoring public platforms for partisan comments and removing these is recommended to maintain compliance.
Consequences for Violations
Violating these rules can lead to serious consequences. The Canada Revenue Agency (CRA) may revoke the charity’s registration, removing its tax-exempt status.
Charities can also face penalties or legal action for improper political involvement. Loss of status means charities lose donor tax benefits and face increased scrutiny.
Maintaining clear records showing no partisan activity helps charities during audits. Even unintentional support or opposition, revealed through internal documents or staff actions, can be grounds for sanctions.
Operational Guidelines and Best Practices
Canadian charities must carefully manage how they engage in political activities to stay within legal limits and maintain their status. Proper use of resources, detailed record-keeping, and focusing on public policy rather than elections are essential to comply with CRA rules and avoid risks.
Resource Allocation and Expenditure Limits
Charities can devote up to 100% of their resources to public policy dialogue and development activities (PPDDAs) linked to their charitable purposes. The Income Tax Act does not set a specific limit on spending for these activities.
However, charities must avoid any direct or indirect support of political parties or candidates.
Spending on media campaigns, such as newspaper ads or mail campaigns, must relate strictly to policy issues, not election outcomes. Charities may transfer resources to qualified donees for political advocacy that aligns with their purposes.
All expenditures should be reasonable, necessary, and proportionate to the charity’s mission, following CRA’s policy statement CPS-022.
Transparency and Record-Keeping
Maintaining clear and accurate records is critical. Charities must document how each political activity furthers their stated charitable purpose.
This includes internal communications like emails, meeting minutes, and strategic reports, as well as external materials like newsletters, social media posts, and advertisements. Records should show the connection between political activities and public benefit.
A communications specialist can help ensure that public messages are truthful, not misleading, and comply with CRA guidelines. Transparent record-keeping also prepares charities for audits and supports continued registration.
Engaging in Public Policy Without Campaigning
Charities may advocate for changes to laws, policies, or government decisions linked to their charitable goals but must avoid supporting or opposing any political party or candidate.
This means they can lobby or mobilize the public on issues but cannot endorse or campaign for election winners.
Activities like hosting public forums with all candidates or promoting policy issues evenly among parties are permitted. Charities should focus on policy-based messaging and avoid partisan language.
Following CRA’s guidelines helps them use advocacy to further their mission without risking legal problems.
Recent Changes and Evolving Guidance
Canadian laws and policies have changed to give charities clearer rules on political activities. These changes focus on what charities can do without risking their registered status.
Updates to laws and policy statements help define limits and provide more flexibility for advocacy that matches their charitable goals.
Amendments to the Income Tax Act
The Income Tax Act now allows charities to engage in unlimited public policy dialogue and development activities (PPDDAs) as long as these activities further their stated charitable purposes.
This means charities can spend up to 100% of their resources on advocacy, lobbying, or other public policy efforts that support their mission.
However, the Act strictly forbids charities from supporting or opposing any political party or candidate. This ban covers both direct and indirect support.
Charities may express opinions about laws or policies but cannot endorse or work for any candidate or party.
CRA Policy Statement Updates
The Canada Revenue Agency (CRA) replaced its previous policy statement CPS-022 with updated guidance on political activities. This guidance clarifies what is allowed under the new legal framework.
It emphasizes the need for charities to keep detailed records showing how their political activities connect to their charitable purposes.
The updated policy also explains that charities can provide information, conduct research, advocate for policy changes, and mobilize public participation. It warns against any actions that look like direct or indirect support for political parties or candidates, especially during elections.
Impact on Charities in Canada
These changes have expanded the advocacy space for charities. Charities are now encouraged to take a more active role in public policy.
They can engage in debates and influence laws related to their objectives without fearing loss of status. At the same time, charities must carefully avoid prohibited activities.
Maintaining transparency in communications and monitoring public platforms help prevent unintentional political endorsements. The evolving guidelines require charities to balance active participation with strict legal compliance.
This ensures their political work remains focused on charitable goals.
Lobbying and Advocacy Techniques for Charities
Canadian charities use specific methods to influence public policy and support their missions. These methods must follow rules to keep their status and remain non-partisan.
Effective lobbying and advocacy include working with officials and focusing on issues. Charities must also respect legal limits.
Collaborating with Public Officials
Charities can meet with public officials to share information and suggest policy changes related to their cause. These meetings are a chance to provide evidence-based advice without endorsing any political party or candidate.
It is important for charities to be clear and factual when talking with public officials. Staying mission-focused helps build trust and keeps charities involved in policy discussions.
Charities must record their contacts and keep track of the topics discussed. This transparency supports accountability and compliance with federal rules.
Conducting Issue-Based Campaigns
Charities can run campaigns that focus on specific social or environmental issues tied to their goals. These campaigns raise public awareness and aim to influence policy without supporting parties or candidates.
Tools include publishing reports and hosting educational events. Social media can also be used to share non-biased information.
This approach helps charities build community support and encourage public discussion. Campaigns should avoid political language or partisan messages.
The focus stays on facts and solutions related to the charity’s mission. This keeps advocacy legal and effective.
Working Within Legal Boundaries
Charities must follow strict regulations when engaging in lobbying and advocacy. Activities should not overshadow their main charitable work.
They must avoid partisan political actions. Federal rules require charities to register certain lobbying efforts and report them properly.
Staff and volunteers should be trained on these rules to avoid problems. Maintaining detailed records of all advocacy activities helps charities prove compliance.
This protects their registered status and ensures they can continue influencing policy safely.
Practical Tips for Staying Compliant
If you’re part of a Canadian charity, you might be wondering how you can get involved in political issues while staying within the rules. Political engagement can be a powerful way to advocate for your mission, but it’s important to follow the guidelines set by the Canada Revenue Agency (CRA). This article breaks down these rules and offers practical tips to help your charity make an impact without crossing any lines.
What Are the Rules for Charities Engaging in Politics?
Your charity cannot support or oppose a specific political party or candidate. Here’s what this means:
Allowed: Raising awareness about an issue that aligns with your charity’s purpose, like hosting a community forum on climate change.
Not Allowed: Publicly endorsing a candidate in an election.
2. Advocacy Must Connect to Your Mission
Charities can advocate for changes to laws or policies as long as it’s tied to their mission. For example:
An environmental charity might campaign for stronger pollution regulations.
A health charity could push for better mental health funding.
3. Resource Allocation Matters
While there’s no longer a strict percentage limit on political activities, these efforts must not overshadow your core charitable work. Keep political advocacy secondary to your main activities.
How Can Charities Engage Without Crossing the Line?
Here are some practical ways your charity can get involved in political discussions while staying compliant:
1. Educate the Public
Create opportunities to inform your community about issues you care about. For instance, publish educational materials or host workshops. A charity focused on poverty reduction might hold seminars on affordable housing policies.
2. Submit Policy Proposals
Write evidence-based recommendations for policymakers. For example, a charity working on food security could present ideas for reducing food waste to a provincial government.
3. Collaborate with Others
Work with other organizations to amplify your voice. Teaming up with like-minded groups can make your message stronger—just ensure the focus stays on the issue, not politics.
4. Be Strategic on Social Media
Social platforms are great for spreading your message but keep your posts neutral. Share facts, encourage discussion, and avoid showing support for any political party or candidate.
Consequences of Non-Compliance
Failing to follow CRA guidelines can have serious consequences, including losing your registered charity status. To stay on track:
Keep Records: Document your activities, including what you did, why, and how it aligns with your mission.
Train Your Team: Make sure staff and volunteers understand the rules.
Canadian charities can engage in political activities, but only within clear legal limits. Their actions must be non-partisan and connected to their charitable purposes.
They should not support or oppose any political party or candidate. Understanding these rules helps charities avoid risks to their registered status.
Engaging in political issues is a meaningful way for Canadian charities to drive change. By following CRA rules, your charity can participate in public policy discussions while protecting its registered status. Learn more by checking out the CRA’s webinar on this topic reference above.
For charities with questions or concerns about political involvement, contacting Northfield & Associates is a smart step. They offer expert advice on navigating complex rules and ensuring compliance.
At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.
Canadian charities must carefully follow rules on political activities. These rules limit donations, campaigning, and partisan support to ensure charities stay within legal boundaries.
Missteps can risk their registered status.
Can charities donate to political campaigns?
No. Canadian charities cannot donate money or resources to political parties or candidates.
Giving funds to support political campaigns is against the rules and can threaten a charity’s registration.
Can federal employees volunteer for political campaigns?
Yes, federal employees may volunteer for political campaigns, but they must follow specific workplace rules to avoid conflicts of interest.
Their volunteering should be done on personal time without using their official position.
Are political parties non profit?
Political parties in Canada are not considered charities, but they operate as nonprofit organizations. They have separate rules and regulations distinct from charities.
This is especially important regarding fundraising and political activities.
Can Canadian charities participate in political campaigns?
Canadian charities cannot directly support or oppose political parties or candidates. They may engage in public policy dialogue and advocacy connected to their charitable purposes.
These activities must be clearly non-partisan.
What does “non-partisan” mean for charities?
For charities, non-partisan means not supporting or opposing any political party or candidate. Charities may discuss issues related to their mission but cannot endorse or criticize specific parties or politicians.
What happens if a charity violates the CRA’s political activity rules?
If a charity breaks the rules, the Canada Revenue Agency (CRA) can investigate.
Consequences include warnings, penalties, or removal of charitable status.
Losing charitable status stops the charity from issuing tax receipts and receiving tax benefits.
Ready for better nonprofit reporting?
At Northfield & Associates, we have a team of professional bookkeepers and accountants to help your organization manage the books so that you can breeze through tax season.
We’re often asked by prospective clients what our Bookkeeping Service covers? People want to know what specific tasks we do, and what their responsibility is. This brief explainer page will answer that question. This is by no means an exhaustive list, but covers the most frequently asked questions.
Getting Started
Review your existing books for needed corrections or back-work
Chart of accounts setup or amendment
Assistance with setting up bank feeds
Limited assistance* with setting up payroll (QBO or Gusto only)
Your books brought current and reconciled if needed
Ongoing Monthly Bookkeeping
After-the-fact transaction recording
Post to general ledger
Post to other ledgers (as needed)
Bank account reconciliation
Monthly financial statements
Other bookkeeping services, as required
Best-practice bookkeeping advice and counsel
Year End
Assistance with 1099-NEC preparation*
Assistance with 1099-MISC preparation*
Year-end financial statements and period-end closing
What We Don’t Do
Pay bills
We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).
Payroll tax responsibility
Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state. Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.
*Payroll deductions and benefits
We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data. We do not assist in state registrations, benefits, or advise on deductions. Those service areas are provided directly by either QBO or Gusto.
Preparation of W2s
Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.
Sales tax reporting
For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.
Donation recording
We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.
Administrative tasks
We cannot provide administrative services unrelated to our bookkeeping function.
Attend board meetings
Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.
Let’s Collaborate & Make a Difference!
Partner with us to amplify your mission. Whether it’s Charity accounting, financial transparency, or strategic growth—we’re here to help you create meaningful impact. Let’s work together to build a better future!
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
Your Trusted Partner in International Bilateral Relations
At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
Northfield & Associates
Advancing Global Partnerships, Together.
Take the First Step Today
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
If you or anybody that you know, think that you meet the requirements and wish to receive further information.
We can help you start the application process and confirm eligibility requirements to participate.
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Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.
Forward-Looking Information
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.
Sample Bylaws for Nonprofits Incorporated in Ontario
We are often asked by not-for-profits for a sample of bylaws that they can use for their Not-for-Profit and Charity.
Below is a bylaw template which can be used by Not-for-Profits incorporated specifically in Ontario. It was drafted with the pending ONCA legislation, which is likely to come into force in the coming year (2022/2023)
Please see our sister post with sample bylaws which can be used specifically by Not-for-Profits incorporated federally, under the Not-for-Profits Act (Canada).
Note that:
1. Bylaws have unlimited possibilities which can have a very real impact on the long-term viability of a not-for-profit, so it is recommended that your bylaws should be carefully reviewed by a lawyer who specializes in charity and not-for-profit law, to ensure that all governance risks are addressed.
2. The bylaws sample below is specifically for single class membership nonprofits. We typically recommend dual membership classes for greater control to our non-for-profit and charity clients. For a sample of dual membership class bylaws, please contact our office at the number below.
BYLAW NO. 1
A bylaw relating generally to the transaction of the business and affairs of __________________ (the “Corporation”).
General
Definitions
“Act” means the Corporations Act (Ontario) until such time as the Ontario
Not-for-profit Corporations Act, 2010, (“ONCA”) is proclaimed in force, and thereafter shall mean the ONCA, together with the Regulations as from time to time is amended and every statute and Regulation that may be substituted therefore and, in the case of such substitution, any reference in these bylaws to provisions of the Act shall be read as references to the substituted provisions in the new statutes or Regulations;
“AGM” means the Annual General Meeting;
“Board” means the board of directors of the Corporation;
“Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called;
“Member” means a member of the Corporation;
“Members” means all classes of membership in the Club as set out in Article 8; and
“Meeting of the Members” means any meetings of the classes of membership.
Interpretation
Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
Seal
The seal of the Corporation, if any, shall be in the form determined by the Board.
Execution of Contracts
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
Election and Term
Directors
The Directors shall be elected by the Members. The term of office of the Directors (subject to the provisions, if any, of the articles) shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed. At the end of their respective term each Director may stand for re-election.
Vacancies
The office of a Director shall be vacated immediately:
if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
if the Director dies;
if the Director becomes bankrupt;
if the Director is found to be incapable of managing property by a court or under Ontario law; or
if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.
Filling Vacancies
A vacancy on the Board shall be filled only by a vote of the Members.
Committees
Committees may be established by the Board as follows:
The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated; and
Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
Remuneration of Directors
No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Corporation in another capacity. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.
Calling of Meetings
Board Meetings
Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place on notice as required by this by-law
Regular Meetings
The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.
Notice
Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.
Chair
The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.
Voting
Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall have a second vote or casting vote.
Participation by Telephone or Other Communications Facilities
If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.
Banking
Financial
The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
Financial Year
The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.
Officers
Officers
The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
Office Held at Board’s Discretion
Any Officer shall cease to hold office upon resolution of the Board.
Duties
Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.
Duties of the Chair
The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.
Duties of the President
The president shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time
Duties of the Treasurer
The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
Duties of the Secretary
The secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.
Protection of Directors and Others
Protection of Directors and Officers
No Director, Officer or committee member of the Corporation is be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
complied with the Act and the Corporation’s articles and By-laws; and
exercised their powers and discharged their duties in accordance with the Act.
Conflict of Interest
Conflict of Interest
A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.
Members
Members
The Board may, by resolution, approve the admission of the Members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by resolution. The following conditions of Membership shall apply:
Members shall be individuals who have applied and been accepted for Membership in the Corporation. The term of Membership shall be one year, subject to renewal in accordance with the policies of the Corporation.
Subject to the Act and the Letters Patent, each Member is entitled to receive notice of, attend, and vote at all meetings of Members, and each Member shall be entitled to one (1) vote at such meetings.
Membership
A Membership in the Corporation is not transferable and automatically terminates if the Member resigns or such Membership is otherwise terminated in accordance with the Act.
Disciplinary Act or Termination of Membership for Cause
Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of Membership for violating any provision of the articles or By-laws.
The notice shall set out the reasons for the disciplinary action or termination of Membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of Membership.
Annual Meeting
Members’ Meetings
The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than 21 days before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles. The business transacted at the annual meeting shall include:
receipt of the agenda;
receipt of the minutes of the previous annual and subsequent special meetings;
consideration of the financial statements;
report of the auditor or person who has been appointed to conduct a review engagement;
reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year;
election of Directors; and
such other or special business as may be set out in the notice of meeting.
No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.
Special Meetings
The Directors may call a special meeting of the Members. The Board shall convene a special meeting on written requisition of not less than onetenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition
Notice
Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member and to the auditor or person appointed to conduct a review engagement (Section 55(1)(a) & (c)).
Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken (Section 55(8)(a)). Notice of each meeting must remind the Member of the right to vote by proxy (Section 65).
Quorum
A quorum for the transaction of business at a Members’ meeting is a majority of the Members entitled to vote at the meeting, whether present in person or by proxy (Section 64(1)). If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.
Chair of the Meeting
The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.
Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:
each Member shall be entitled to one vote at any meeting;
votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
an abstention shall not be considered a vote cast;
before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
Adjournments
The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
Persons Entitled to be Present
The only persons entitledto attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
Services
Notices
Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be provided by telephone, delivered personally (Section 196), or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
Computation of Time
Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.
Error or Omission in Giving Notice
No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meetings
Adoption and Amendment of By-laws
11.1. Amendments to By-laws
The Members may from time to time amend this By-law by a majority of the votes cast. The Board may from time to time in accordance with the Act pass or amend this By-law other than a provision respecting the transfer of a Membership or to change the method of voting by Members not in attendance at a meeting of Members.
Enacted by the Board on the day of , 20 .
Schedule A Position Description of the President Role Statement
The president provides leadership to the Board, ensures the integrity of the Board’s process and represents the Board to outside parties. The president co-ordinates Board activities in fulfilling its governance responsibilities and facilitates co-operative relationships among Directors and between the Board and senior management, if any, of the Corporation. The president ensures the Board discusses all matters relating to the Board’s mandate.
Responsibilities
Agendas. Establish agendas aligned with annual Board goals and preside over Board meetings if also holding the office of Chair. Ensure meetings are effective and efficient for the performance of governance work. Ensure that a schedule of Board meetings is prepared annually.
Direction. Serve as the Board’s central point of communication with the senior management, if any, of the Corporation; provide guidance to senior management, if any, regarding the Board’s expectations and concerns. In collaboration with senior management, develop standards for Board decision-support packages that include formats for reporting to the Board and level of detail to be provided to ensure that management strategies and planning and performance information are appropriately presented to the Board.
Performance Appraisal. Lead the Board in monitoring and evaluating the performance of senior management, if any, through an annual process.
Work Plan. Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement.
Representation. Serve as the Board’s primary contact with the public.
Reporting. Report regularly to the Board on issues relevant to its governance responsibilities.
Board Conduct. Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.
Mentorship. Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with underperformance of individual Directors.
Succession Planning. Ensure succession planning occurs for senior management, if any, and Board. Committee Membership. Serve as Member on all Board committees.
Schedule B Position Description of the Treasurer Role Statement
The treasurer works collaboratively with the president and senior management, if any, to support the Board in achieving its fiduciary responsibilities.
Responsibilities
Custody of Funds. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The treasurer shall also perform such other duties as may from time to time be directed by the Board.
Board Conduct. Maintain a high standard for Board conduct and uphold policies and Bylaws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.
Mentorship. Serve as a mentor to other Directors.
Financial Statement. Present to the Members at the annual meeting as part of the annual report, the financial statement of the Corporation approved by the Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be.
Schedule C Position Description of the Secretary Role Statement
The secretary works collaboratively with the president to support the Board in fulfilling its fiduciary responsibilities.
Responsibilities
Board Conduct. Support the president in maintaining a high standard for Board conduct and uphold policies and the By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.
Document Management. Keep a roll of the names and addresses of the Members. Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, registers and the seal of the Corporation and ensure that they are maintained as required by law. Ensure that all reports are prepared and filed as required by law or requested by the Board.
Meetings. Give such notice as required by the By-laws of all meetings of the Corporation, the Board and Board committees. Attend all meetings of the Corporation, the Board and Board committees.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian law and can help ensure your organization follows proper procedures.
To discuss your specific circumstances and receive expert assistance throughout the reinstatement process with our experienced legal team.
READY FOR BETTER NONPROFIT REPORTING?
At Northfield & Associates, we have a team of professional bookkeepers and accountants to help your organization manage the books so that you can breeze through tax season.
We’re often asked by prospective clients what our Bookkeeping service. People want to know what specific tasks we do, and what their responsibility is. This brief explainer page will answer that question. This is by no means an exhaustive list, but covers the most frequently asked questions.
Getting Started
Review your existing books for needed corrections or back-work
Chart of accounts setup or amendment
Assistance with setting up bank feeds
Limited assistance* with setting up payroll (QBO or Gusto only)
Your books brought current and reconciled if needed
Ongoing Monthly Bookkeeping
After-the-fact transaction recording
Post to general ledger
Post to other ledgers (as needed)
Bank account reconciliation
Monthly financial statements
Other bookkeeping services, as required
Best-practice bookkeeping advice and counsel
Year End
Assistance with 1099-NEC preparation*
Assistance with 1099-MISC preparation*
Year-end financial statements and period-end closing
What We Don’t Do
Pay bills
We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).
Payroll tax responsibility
Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state. Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.
*Payroll deductions and benefits
We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data. We do not assist in state registrations, benefits, or advise on deductions. Those service areas are provided directly by either QBO or Gusto.
Preparation of W2s
Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.
Sales tax reporting
For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.
Donation recording
We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.
Administrative tasks
We cannot provide administrative services unrelated to our bookkeeping function.
Attend board meetings
Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.
Let’s Collaborate & Make a Difference!
Partner with us to amplify your mission. Whether it’s Charity accounting, financial transparency, or strategic growth—we’re here to help you create meaningful impact. Let’s work together to build a better future!
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
Book a Consultation with Northfield & Associates
Your Trusted Partner in International Bilateral Relations
At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your free consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
If you or anybody that you know, think that you meet the requirements and wish to receive further information.
We can help you start the application process and confirm eligibility requirements to participate.
We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.
BOOK A CONSULTATION TODAY
Contact Northfield & Associates today to schedule a consultation with an experienced Consultant.
Northfield & Associates is a Canadian consulting firm based in Toronto, Canada. Northfield & Associates specializes in all types of immigration matters, from spousal sponsorships to refugee board appeals. With over eight (8) years of experience and an excellent success rate, Northfield & Associates is recognized as one of Canada’s premier immigration consulting firm.
The purpose of the Free Assessment is to assess whether you are qualified to apply for permanent residence in Canada under the Family Sponsorship, Skilled Worker, or Business Class categories. Please choose which category you would like to be assessed under and complete all fields in the form. We will endeavor to complete your assessment and provide you with a reply within one business day. There is no charge for this service. All information provided will be kept strictly confidential. If our assessment indicates that you are qualified for immigration to Canada, we will contact you to provide further information about our services and fees. Start Your Immigration Application!
Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.
NORTHFIELD & ASSOCIATES in Canada
As a global consulting firm, Northfield & Associates helps clients with total transformation, driving complex change, enabling organizations to grow, and driving bottom-line impact.
Learn about our offices in Canada, read our latest thought leadership, and connect with our team.
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Questions?
info@northfied.biz
Within Corporate Newsroom
Media Contact:
media@northfied.biz
Press contact
PR Secretary press@northfied.biz
NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.
Promise to appear and bail hearings. Depending on the nature of your charge, or whether or not the police have enough evidence or have not gathered enough once you’ve been arrested, you will be released with a promise to appear. The promise to appear has two important dates: the day that you need to appear for your fingerprints and photographs and the second date is for your first appearance at the Ontario Court of Justice. Make sure that you provide your lawyer with a copy of the promise to appear notice.
If you’re not being released on the promise to appear, you are being held for a show cause hearing or a bail hearing. This means that the police officers will have to take you to court where you going to have your bail hearing. Depending on the nature of the charges, the gravity of your charges, the crown will want that you have a Surety. Your Surety can be a residential Surety, or you can reside at an address approved by a Surety.
The function of a surety is like a police officer outside of jail. There are going to be conditions that the crown will ask for that you must abide to. The Surety, which is your supervisor, will have to make sure that you abide by all of these conditions. The Surety can be a friend, family member or a business partner. When you are released to a Surety, a Surety can at any point pull away and dismiss themselves from being your Surety if you do not abide by the rules. As well, the Surety must call the police if you are breaching any of the conditions.
What is important to understand, is that your Surety will be liable to the court because when they sign off on your bail hearing or on your release they will have to vouch money that they could potentially lose if they don’t call the police and you have breached the conditions.
It is important that you understand you shouldn’t be taking your bail hearing very lightly. There will be conditions that will be imposed upon you by the courts, and you must follow them. However you also have to understand that sometimes the crown may want to impose conditions that will interfere with your daily life, so the conversation that you have with your lawyer prior to your release or prior to you signing your bail paper is quite important because you have to be open about your schedule and about your commitment. For example, if the crown is seeking a curfew, your lawyer can somehow try to negotiate a time that will be beneficial for you while at the same time making sure the crown will agree to the release or to that specific time for the curfew.
This condition(s) can be varied at a later date once your court proceedings start however you have to understand that this is a negotiation between the Crown and your lawyer. For example, in a domestic situation the Crown would impose that the complainant and the accused not have any contact with each other, but maybe after some sessions of therapy the Crown will be agreeable to contact with a revocable consent or with a written consent.
The Crown is not necessarily set on imposing solely these conditions, they can be varied but you also have to make sure that prior to your release you not restricted to the point you feel that your freedom is taken away.
There will be a lot of communication between lawyers, your partner, as well as a judge present. There may be a lot of temporary orders issued. Although it’s best to avoid a trial, this depends on how severe your family case is.
If you or anybody that you know is in trouble, we can help!
Working with Our Firm
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We specialize in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
Your Trusted Partner in International Bilateral Relations
At Northfield & Associates, we specialize in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
If you or anybody that you know, think that you meet the requirements and wish to receive further information.
We can help you start the application process and confirm eligibility requirements to participate.
We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.
Book a Consultation Today
Contact Northfield & Associates today to schedule a consultation with an experienced Consultant.
Northfield & Associates International Corporation is a global strategic advisory and consulting firm partnering with private equity, sovereign, and institutional investors to deploy capital, manage regulatory, supporting senior leadership, boards, and capital providers across Cambodia, Canada, and international markets operating in complex regulatory, economic, and geopolitical environments, and drive enterprise value creation across complex global markets.
We advise boards, executives, entrepreneurs, and public-sector decision-makers on business strategy, institutional transformation, and high-stakes market challenges requiring disciplined judgment, capital efficiency, and execution certainty. Our work is concentrated across priority global sectors, including agribusiness, aviation and automotive, energy and natural resources, financial services, healthcare, infrastructure, real estate, immigration, education, and information technology.
Our platform integrates sector-specific intelligence with multidisciplinary advisory capabilities. Clients benefit from coordinated access to consulting, legal and regulatory counsel, financial management, risk assessment, real estate advisory, immigration, education, and technology expertise. This integrated model supports informed capital allocation, regulatory-compliant investment structuring, and execution-ready strategies designed to optimise returns, preserve downside protection, and enhance risk-adjusted performance.
Northfield combines consulting rigor with legal and regulatory judgment to support capital markets-aligned decision-making in complex, regulated, and rapidly evolving environments. We partner with private enterprises, institutional investors, family offices, and public-sector entities to structure, deploy, and manage capital effectively; strengthen governance; mitigate regulatory and geopolitical risk; and drive sustainable enterprise value creation.
Our engagements span strategy formulation, operational optimisation, organisational design, and change execution. We deliver measurable outcomes that improve financial performance, support disciplined growth, enhance valuation, and generate durable returns on investment for investors, shareholders, and institutional stakeholders. We operate with independence, precision, and accountability, aligned with long-term value creation and fiduciary standards.
Forward-Looking Information
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
Questions?
info@northfied.biz
Within Corporate Newsroom
Media Contact:
media@northfied.biz
Press contact
PR consultants press@northfied.biz
NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.
This News Release will shed some light on what happens when all else fails, and you must start court proceedings for divorce. Unfortunately, when there’s been a breakdown in communication and you cannot get through to your ex-partner, you need to get a divorce lawyer involved as soon as possible. Depending on the circumstances of the case, for example, one of the partners wants to escape an abusive relationship, you want to start court proceedings right away.
It is very important that when you tell your relationship story to your lawyer, provide the full picture: be complete, honest and truthful. Do not leave out any information and provide evidence and proof. Your lawyer needs to know what information needs to be put into the application especially if children are involved. The application needs to be very detailed in terms of children including child custody, child access and child/spousal support. Dates are especially important because a timeline allows a judge to understand the information and have a better understanding of your side of the relationship.
If court proceeding has not yet started, your divorce lawyer will submit an application and you become the applicant. If court proceeding has started, you have a set number of days (usually 20 days and you can ask for an extension of 10 more days) to respond to the application and you become the respondent in the matter.
It cannot be stressed enough how important it is that your lawyer knows in detail your relationship history. This way, your lawyer can better represent you in front of the judge. Whether you are initiating an application or responding to one, the judge is not asking you questions. They are reading the affidavit and trying to understand your perspective especially if you’re asking for certain things like child access, child support, primary residence, spousal support and a division of the property.
Another matter that is extremely important and you have to be consistent with, is the separation date, when did the relationship end. If the partners involved dispute the separation date, you will have to provide proof to actually show when the separation did occur.
Another thing that is also very important is the disclosure of the financials from both partners, you and your ex-partner, because we will be asking for support whether it’s child support or spousal support.
There will be a lot of communication between lawyers, your partner, as well as a judge present. There may be a lot of temporary orders issued. Although it’s best to avoid a trial, this depends on how severe your family case is.
Filing for Divorce or Separation, Custody & Access, Child Support, Division of Assets?
If you or anybody that you know is in trouble, we can help!
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We specialize in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.
Your Trusted Partner in International Bilateral Relations
At Northfield & Associates, we specialize in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.
Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.
Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.
Northfield & Associates
Advancing Global Partnerships, Together.
Take the First Step Today
If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.
Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.
If you or anybody that you know, think that you meet the requirements and wish to receive further information.
We can help you start the application process and confirm eligibility requirements to participate.
We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.
Book a Consultation Today
Contact Northfield & Associates today to schedule a consultation with an experienced Consultant.
Northfield & Associates International Corporation is a global strategic advisory and consulting firm partnering with private equity, sovereign, and institutional investors to deploy capital, manage regulatory, supporting senior leadership, boards, and capital providers across Cambodia, Canada, and international markets operating in complex regulatory, economic, and geopolitical environments, and drive enterprise value creation across complex global markets.
We advise boards, executives, entrepreneurs, and public-sector decision-makers on business strategy, institutional transformation, and high-stakes market challenges requiring disciplined judgment, capital efficiency, and execution certainty. Our work is concentrated across priority global sectors, including agribusiness, aviation and automotive, energy and natural resources, financial services, healthcare, infrastructure, real estate, immigration, education, and information technology.
Our platform integrates sector-specific intelligence with multidisciplinary advisory capabilities. Clients benefit from coordinated access to consulting, legal and regulatory counsel, financial management, risk assessment, real estate advisory, immigration, education, and technology expertise. This integrated model supports informed capital allocation, regulatory-compliant investment structuring, and execution-ready strategies designed to optimise returns, preserve downside protection, and enhance risk-adjusted performance.
Northfield combines consulting rigor with legal and regulatory judgment to support capital markets-aligned decision-making in complex, regulated, and rapidly evolving environments. We partner with private enterprises, institutional investors, family offices, and public-sector entities to structure, deploy, and manage capital effectively; strengthen governance; mitigate regulatory and geopolitical risk; and drive sustainable enterprise value creation.
Our engagements span strategy formulation, operational optimisation, organisational design, and change execution. We deliver measurable outcomes that improve financial performance, support disciplined growth, enhance valuation, and generate durable returns on investment for investors, shareholders, and institutional stakeholders. We operate with independence, precision, and accountability, aligned with long-term value creation and fiduciary standards.
Forward-Looking Information
This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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What Are the rights and responsibilities of members in a Not-For-Profit Corporation under ONCA?
Understanding the rights and responsibilities of members in a not-for-profit corporation under the Ontario Not-for-Profit Corporations Act (ONCA) is essential for anyone involved in these organisations.
Members can participate in meetings, vote on key issues, access important documents, and hold directors accountable. They must also support the organisation’s integrity and pay any dues set by the board.
These rights let members influence the corporation’s direction and keep things transparent. Members must respect boundaries, such as not attending director meetings, and support good governance.
Knowing these points helps us engage effectively and protect the organisation’s mission and trust.
When we understand ONCA’s rules, we can take part in decision-making and set clear standards for ourselves and the board.
This knowledge empowers us to contribute meaningfully and safeguard the corporation’s future.
Understanding Not-For-Profit Corporations and ONCA
Not-for-profit corporations serve public or community benefits, not private profit. Ontario’s Not-for-Profit Corporations Act (ONCA) sets rules for how these organisations are formed, governed, and held accountable.
ONCA affects members’ rights and responsibilities and sets governance standards across the sector.
Definition of Not-For-Profit Corporations
A not-for-profit corporation is set up to pursue goals other than profit. These organisations focus on social, charitable, educational, or community activities.
They reinvest surplus funds into their mission instead of giving earnings to members or directors.
In Ontario, not-for-profit corporations do not have share capital and do not issue shares. Members may have voting rights but are not owners who receive dividends.
This structure supports the public interest and promotes transparency in managing resources.
Scope and Applicability of ONCA
ONCA applies to Ontario-based not-for-profit corporations incorporated under provincial law. It replaced the Ontario Corporations Act (OCA) for these entities on October 19, 2021.
The act covers incorporation, membership rules, directors’ powers, and financial reporting.
New corporations must follow ONCA, and existing corporations had to update their bylaws and governance to meet ONCA standards by specific deadlines.
ONCA’s rules promote accountability and modern governance by giving members clear rights to information and participation, while protecting directors and members from undue liability.
Comparison with Other Legislation
ONCA is different from the Canada Not-for-Profit Corporations Act (CNCA), which covers federally incorporated not-for-profits. ONCA focuses on Ontario corporations and offers regulations suited to the province.
Compared to the former Ontario Corporations Act, ONCA gives members stronger protections and clearer governance standards.
ONCA and CNCA both prohibit profit distribution to members, focusing on mission-driven governance. This helps maintain public trust in the not-for-profit sector.
Core Rights of Members under ONCA
Members have rights that shape how the organisation is run. These include voting on important matters, attending meetings, suggesting changes, and calling special meetings when needed.
Understanding these rights helps us influence our corporation’s direction.
Voting Entitlements and Resolutions
We can vote on key decisions affecting the corporation, such as by-law changes, electing directors, and approving major resolutions. ONCA requires at least one class of voting members in every corporation.
Votes happen at annual or special meetings, or sometimes by written resolution if allowed by the bylaws.
Voting rights and methods depend on the class of membership. Participating in votes is a main way we influence the organisation.
Meeting Attendance and Participation
We can attend general meetings and take part in discussions. Meetings let us hear reports, ask questions, and share our views.
Members cannot attend board meetings unless invited. This keeps director discussions private.
At meetings, we can speak and vote on motions. Staying informed about meeting schedules and materials helps us engage fully.
Proposing Amendments or Initiatives
We can propose amendments or new initiatives by submitting them to the board or membership. This ensures our ideas are heard.
ONCA provides a process for submitting proposals, which includes giving formal notice before meetings.
Proposals may involve by-law changes, membership rules, or strategic directions. By taking part, we help guide the corporation’s future.
Requesting Special Meetings
We can request a special meeting by submitting a formal written request to the board, supported by the required number of members.
Special meetings address urgent or important issues outside regular meetings.
ONCA sets rules for requesting and holding special meetings, including timing and notice. Using this right helps us keep governance strong.
Access to Information and Transparency
We have the right to access key documents that show how our corporation is run. This helps us hold the organization accountable.
Important records include corporate documents, financial reports, and lists of members or directors.
Right to Inspect Corporate Documents
We can inspect the corporation’s articles, by-laws, minutes, and resolutions during office hours. These documents show the rules and decisions of the corporation.
This right keeps us informed and ensures fair decision-making. We do not have access to directors’ meetings unless invited, and we must respect confidentiality.
We usually need to request documents in advance, following the corporation’s procedures. This keeps records managed properly while allowing member access.
Access to Financial Statements
We can view and get copies of the corporation’s annual financial statements. These reports show income, expenses, assets, and liabilities.
Access to financial statements is vital for transparency. It lets us see how funds are used and builds trust.
ONCA requires that these statements be available during regular office hours and provided promptly when requested. This helps us make informed decisions in meetings about finances.
Obtaining Member and Director Lists
We can request lists of current members and directors, but only for purposes related to the corporation’s affairs. We can use this information to influence voting, call meetings, or address concerns.
The corporation may set limits on how we use this information to protect privacy. We must use the lists only for proper activities.
This right helps us connect with other members and ensures leadership represents the membership. It also supports transparency by showing who is involved in running the corporation.
Key Responsibilities of Members
Members have duties that keep the organisation lawful and effective. We must follow the corporation’s rules, pay dues if required, and stay involved in governance.
These responsibilities protect both the organisation and its members.
Compliance with By-Laws and Articles
We must follow the corporation’s by-laws and articles, which set out how the organisation operates. Following them ensures fairness and legal compliance.
This means respecting processes like membership admission, voting, and meeting protocols. If we break these rules, we may face sanctions or lose membership.
Sticking to by-laws also prevents conflicts and misunderstandings. We need to stay informed about any changes to these documents.
Payment of Dues and Liabilities
We may need to pay annual dues or fees if the board requires it. Our financial contributions help the corporation operate.
Members are usually protected from personal liability for the corporation’s debts, but we must pay required dues to keep our membership.
These payments are not optional if the rules require them. Staying current with dues lets us keep our rights, such as voting and participating in meetings.
Participation in Corporate Governance
We have a responsibility to take part in governance. This includes attending meetings, voting, proposing ideas, and calling special meetings if needed.
Our participation shapes how the corporation is run and holds directors accountable.
By engaging, we help protect the organisation’s integrity and mission. We can also act if directors are not fulfilling their duties.
Members’ Influence on Fundamental Changes
Members play a direct role in big decisions that affect the not-for-profit corporation. These include approving changes to governing documents, taking part in reorganizations, and holding directors accountable.
Our rights let us shape the corporation’s future and protect its mission.
Approving Amendments to Articles or By-Laws
Members must approve key amendments to articles or by-laws. These changes can affect the corporation’s purpose, structure, or rules.
Approval needs a special resolution with at least two-thirds of voting members agreeing. This ensures major changes have broad support.
This process protects the corporation’s core principles and gives us a say in rule changes. We need access to meeting notices and documents to make informed choices.
Role in Major Restructuring or Winding Up
If the corporation faces major restructuring or winding up, members must approve the plan. These decisions can reshape or end the organisation.
We can vote on these issues and suggest alternatives. The board must provide full information before any steps are taken.
Initiating Removal of Directors
We can start the process to remove directors if needed. This begins by gathering support from other members and submitting a formal petition.
The right to remove a director keeps leadership accountable. ONCA outlines this process to make sure it stays fair and orderly.
Our roles and rights protect the corporation’s governance and identity. We take part in decisions that affect its direction and stability.
Enforcing Rights and Upholding Accountability
We must ensure our rights as members are respected and that the corporation acts honestly. There are ways to address problems and hold directors accountable when needed.
These steps help maintain trust and transparency in our organization.
Filing Complaints and Seeking Compliance
We can file complaints if the corporation does not follow ONCA or its own rules. This starts with a formal request for compliance, asking the board to fix the problem.
If the board ignores the complaint, we can gather support and propose a resolution at a meeting.
Complaints often focus on misuse of funds, failure to share financial statements, or breaking by-laws. Our goal is to keep directors responsible and the corporation accountable.
Court Applications and Investigations
When internal processes do not resolve issues, members can apply to the court under ONCA. This legal step allows members to request investigations into the corporation’s management or remove directors who do not fulfill their duties.
Court involvement is serious. Members can ask a judge to order compliance or even wind up the corporation.
We must prepare clear evidence to support the application. These tools protect our interests and help uphold the corporation’s integrity when other methods fail.
Conclusion
Contact Northfield & Associates for guidance on your rights and responsibilities as a member of a not-for-profit corporation under ONCA. Our team can help answer your questions and ensure your organisation follows the right procedures.
Working with us gives you access to expert advice on member participation, transparency, and corporate integrity.
At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.
Our experts are here to guide you every step of the way. Your peace of mind is our priority. Let us simplify your ONCA journey!
Frequently Asked Questions
Members in a not-for-profit corporation under ONCA have important rights and duties. They hold powers such as participating in meetings and accessing records, along with responsibilities to support corporate integrity.
Who are members of a not for profit?
Members are individuals or entities admitted to the corporation according to its bylaws or articles. The corporation formally recognizes their membership status.
What does it mean to be a member of a corporation?
Members have certain legal rights and duties within the corporation. They can influence decisions through voting and proposals, but cannot attend board meetings.
What rights do members of a not-for-profit corporation have under ONCA?
Members can attend and vote at meetings, propose ideas, request meetings, and use different voting methods. They also have rights to receive corporate documents and financial reports.
Can members call a meeting under ONCA?
Yes, members can ask the board to convene a meeting. This usually requires a formal request or petition as set by the corporation’s rules and ONCA provisions.
Do members have the right to inspect nonprofit financial records?
Members can access key documents like financial statements, minutes, and member lists during office hours. This promotes transparency and accountability.
What responsibilities do members have in a nonprofit corporation?
Members should participate actively and uphold the corporation’s integrity.
They may need to pay dues if the board sets them.
Members can act if they believe the corporation is not following its rules.
In Ontario, nonprofit organizations are governed by the Ontario Nonprofit Corporations Act (ONCA). Recently, ONCA introduced significant changes to how directors can be removed by members. This shift has important implications for how nonprofits operate in the province. Let’s explore these changes in detail and understand their significance.
The Change: Simpler Majority to Remove Directors
Old Rule: Previously, under ONCA, if members of a nonprofit wanted to remove a sitting director, they often needed a two-thirds majority vote. This high threshold was set by the organization’s bylaws or articles of incorporation. New Rule: Now, under ONCA, members can remove a director with just a simple majority (51 percent) vote during a members’ meeting. This change means that it’s easier for members to hold directors accountable and make changes to the board.
Why This Change Matters
Accountability to Members: Directors of a nonprofit are accountable to the members. They make crucial decisions that affect the direction and success of the organization. By lowering the voting threshold to a simple majority, members now have a stronger voice in who represents them on the board. Updating Governing Documents: Nonprofits must ensure their governing documents, such as bylaws and articles of incorporation, reflect this change. If these documents still require a two-thirds majority to remove a director, they are outdated and could wrongly prevent members from exercising their rights. Empowering Stakeholders: This shift empowers stakeholders, giving them more control and ensuring that the board represents the current will of the members. It also encourages directors to remain accountable and responsive to the needs and concerns of the membership.
Steps Nonprofits Should Take
1. Review and Update Governing Documents: Nonprofits should immediately review their bylaws and articles of incorporation. Any provisions requiring more than a simple majority to remove a director should be updated to comply with the new rule under ONCA.
2. Educate Members: It’s essential to inform members about their rights and the new process for removing directors. Clear communication ensures that all members understand how they can participate in governance.
3. Regularly Schedule Member Meetings: Frequent and regular member meetings provide opportunities for members to discuss and vote on important issues, including the removal of directors if necessary.
4. Encourage Active Participation: Nonprofits should encourage active participation from their members. When members are engaged and informed, they can better exercise their rights and contribute to the organization’s success.
The ability to remove directors with a 51 percent vote is a significant change in nonprofit governance under ONCA. It simplifies the process, enhances accountability, and ensures that the board remains responsive to the members’ needs. Nonprofits must update their governing documents and educate their members to align with this new rule. By doing so, they can strengthen their governance practices and ensure that their organization operates effectively and democratically.
Legal Framework for Member Removal of Directors Under ONCA
ONCA sets specific rules for how members can remove directors from nonprofit boards. The Act creates different requirements for various types of organizations and defines clear roles for members, directors, and officers in the process.
Overview of the Ontario Not-for-Profit Corporations Act
ONCA replaced the previous Corporations Act in Ontario. It provides clear rules for how nonprofits must operate.
The Act applies to all not-for-profit corporations in Ontario, including charities and other nonprofit organizations. Members have specific rights to remove directors, and the Act sets minimum standards organizations must follow.
Key ONCA provisions include:
Simple majority voting for director removal
Mandatory member meeting procedures
Protection for certain types of directors
Requirements for proper notice
Organizations cannot create bylaws that make director removal harder than ONCA requires. They can, however, add extra protections for members during the process.
ONCA also sets different rules for ex officio directors. These directors often cannot be removed through the standard member vote process.
Key Definitions: Members, Directors, and Officers
Members are individuals with voting rights in the organization. They elect directors and can vote on important matters like director removal.
Only voting members can participate in director removal votes. Non-voting members cannot cast ballots in these decisions.
Directors serve on the board and make governance decisions. Members elect them, and directors are accountable to the members.
ONCA distinguishes between regular directors and ex officio directors. Ex officio directors hold their position because of another role they have.
Officers are appointed by directors to handle specific duties. Common officer positions include president, secretary, and treasurer.
Role
Selection Method
Can Be Removed By Members
Voting Members
Membership process
N/A
Regular Directors
Member election
Yes (simple majority)
Ex Officio Directors
Automatic by position
Usually no
Officers
Board appointment
No (removed by board)
Differences Between Nonprofit and Charity Requirements
All organizations under ONCA follow the same basic director removal rules. Both charities and other nonprofits must allow simple majority voting.
Charities have additional considerations:
Must maintain charitable purposes
Subject to Canada Revenue Agency oversight
May have specific director qualifications
Some charities receive extra government funding and might have additional accountability requirements in their funding agreements.
Registered charities must also follow federal charity law. This can create extra steps when removing directors who have signing authority with CRA.
Both charity and nonprofit bylaws must align with ONCA requirements. Organizations cannot create bylaws that prevent members from exercising their removal rights.
The voting threshold remains the same regardless of organization type. Members need 50% plus one vote to remove a director at a properly called meeting.
Membership Rights and the Role in Director Removal
Under ONCA, different member classes hold specific voting rights that directly affect director removal procedures. The membership structure and quorum requirements determine how effectively members can exercise their removal powers.
Member Classes and Voting Rights
Only voting members can participate in director removal under ONCA. Non-voting members cannot vote on these matters, even if they attend meetings.
Different membership classes may have specific rights to elect certain directors. Only that class can remove the directors they elected.
For example, if Class A members elect three directors, only Class A members can vote to remove those specific directors. Class B members cannot participate in removing Class A’s elected directors.
Ex officio directors are exempt from member removal procedures. These directors serve because of their position or role, not through member election.
The bylaws must clearly define which member classes exist and their specific voting rights. This prevents confusion during removal procedures.
Quorum and Voting Requirements
Members need a simple majority vote (51%) to remove a director at a properly called meeting. This is called an ordinary resolution under ONCA.
A valid quorum must be present before any voting can occur. The bylaws typically set the quorum requirements for member meetings.
Members must convene a special meeting specifically for director removal. Regular annual meetings can also address removal if properly noticed.
The meeting notice must clearly state that director removal will be discussed. Members need adequate time to prepare and attend.
Voting can happen in person, by proxy, or through other methods allowed in the bylaws.
How Membership Structure Impacts Removal Procedures
Large membership organizations face different challenges than smaller ones. Getting enough members to attend and reach quorum becomes more difficult as organizations grow.
Organizations with multiple member classes must track which members can vote on specific director removals. This requires clear record-keeping and proper meeting procedures.
Single-class membership structures simplify the removal process. All voting members participate equally in director removal decisions.
The geographic spread of members affects meeting logistics. Organizations may need to use electronic voting or proxy arrangements.
Membership fees and engagement levels influence participation rates. Active, engaged members are more likely to participate in governance decisions like director removal.
Procedural Steps for Removing Directors Under ONCA
The removal process requires careful attention to bylaw requirements and proper notice procedures. Members must follow specific steps to ensure the removal vote is valid and legally binding.
Reviewing and Applying Bylaw Provisions
We must first examine our organization’s bylaws to understand the specific procedures for director removal. Under ONCA, members can remove directors with a simple majority vote through an ordinary resolution.
Our bylaws may contain additional requirements beyond ONCA’s basic rules. These could include specific notice periods or meeting procedures we need to follow.
If our bylaws still require a two-thirds majority for removal, they conflict with ONCA’s current provisions. We should update these outdated clauses to reflect the new simple majority standard.
Key bylaw elements to review:
Notice requirements for special meetings
Quorum requirements for member votes
Voting procedures and eligibility rules
Any specific removal provisions
Tools like CLEO’s Bylaw Builder can help us create compliant bylaws that align with ONCA requirements.
Initiating a Removal Process
We can start the removal process through a member proposal or by calling a special meeting. Any voting member typically has the right to propose director removal.
The proposal must clearly identify which director we want to remove. We cannot remove ex officio directors through this process since their positions depend on holding other offices.
Only members from classes that elected specific directors can vote to remove those directors. This rule protects the voting rights of different member groups.
We should document our reasons for removal, though ONCA doesn’t require us to prove cause. The simple majority vote is enough for removal.
Notice of Meeting and Proposal Requirements
We must provide proper written notice to all voting members before the meeting. The notice period depends on our bylaws but typically ranges from 10 to 21 days.
The notice must include:
Meeting date, time, and location
Clear statement about the director removal proposal
Name of the director facing removal
How members can participate or vote
We should send notices by methods specified in our bylaws, such as mail, email, or posting on our website.
The notice gives members time to consider the proposal and attend the meeting. Proper notice protects the democratic process and ensures validity.
Conducting the Member Vote for Removal
We must ensure quorum is present before conducting the removal vote. Our bylaws specify the minimum number of members needed for valid decisions.
The vote requires a simple majority of voting members present. We can conduct voting by show of hands, written ballot, or electronic means as permitted by our bylaws.
We should record the vote results in our meeting minutes. This creates an official record of the decision and the voting outcome.
After a successful removal vote, we must file updated director information with the Ontario Business Registry within 60 days. We also need to update our internal corporate records immediately.
The removed director’s term ends immediately after the successful vote. We can then appoint or elect a replacement director according to our bylaws.
Special Considerations for Charities and Public Benefit Corporations
Registered charities and public benefit corporations face additional rules when removing directors. These organizations must follow extra steps and may need approval from government bodies.
Unique Rules for Registered Charities
Registered charities must notify the Canada Revenue Agency (CRA) when directors change. We need to update our charity information return within six months of any director removal.
The CRA requires that charity directors meet specific qualifications. All directors must be eligible under the Income Tax Act.
Under 18 years old
Convicted of certain criminal offences
Previously involved with charities that lost their status
We must also ensure our charity maintains the minimum number of directors required by our governing documents. Most charities need at least three directors to operate legally.
Important: If we remove too many directors at once, our charity might not have enough people to make decisions. This could harm our charitable status with the CRA.
Employee Directors and Public Benefit Corporation Limits
Public benefit corporations have strict rules about employee directors. No more than one-third of our directors can be employees of the corporation.
This rule affects director removal in important ways:
We cannot remove non-employee directors if it would make employee directors exceed the one-third limit
We might need to remove employee directors first before removing other directors
We must plan director changes carefully to stay within the legal limits
Employee directors include anyone who receives regular pay from our organization. This covers full-time staff, part-time workers, and contractors with ongoing relationships.
Engaging with the Public Guardian and Trustee
Some charities must involve the Public Guardian and Trustee (PGT) when removing directors. This applies mainly to charities that receive government funding or hold public trust property.
We must notify the PGT before removing directors if:
Our charity manages funds for vulnerable people
We hold property in trust for the public
Our governing documents require PGT approval
The PGT may review our reasons for director removal. They want to ensure we protect charitable assets and serve the public interest properly.
Timeline matters: PGT reviews can take several weeks. We should contact them early in the removal process to avoid delays.
Corporate Governance and Director Removal Best Practices
When removing directors under ONCA, organizations must address conflicts of interest, maintain proper documentation, and complete required government filings. These practices protect the organization and ensure compliance with Ontario regulations.
Conflicts of Interest and Compliance Obligations
Directors facing removal cannot vote on their own removal. This creates an automatic conflict of interest under ONCA governance rules.
We must ensure the director steps away from all board discussions about their removal. They cannot participate in any votes or decisions related to the removal process.
Officers who are also directors face additional considerations. If we remove a director who holds an officer position, we need to address both roles separately.
The organization must follow its conflict of interest policy during removal proceedings. We should document that proper conflict procedures were followed.
Board members must act in good faith when considering director removal. Personal disputes cannot be the primary reason for removal under corporate governance standards.
We need to review our bylaws for specific conflict requirements. Some organizations have stricter rules than the basic ONCA requirements.
Documenting and Reporting Director Removal
Meeting minutes must record the removal resolution clearly. We need to include the exact vote count and the specific reasons for removal.
The minutes should show that proper notice was given to members. We must document that the meeting followed ONCA procedures.
We need to record which members voted and verify their voting rights. Not all members may have the right to remove specific directors.
The organization should keep copies of all removal notices and communications. This documentation protects us if someone later challenges the removal.
Financial records may need updates if the removed director had signing authority. We must change bank signatures and other financial controls immediately.
Board resolutions should formally accept the director’s removal. This creates a clear corporate record of the governance change.
Government Filings and Registry Updates
We must file director changes with the Ontario government within 15 days of the removal. The corporate registry needs current director information.
Form 1 (Initial Return/Notice of Change) reports director changes to Corporations Canada. We need to submit this form with the required fees.
The organization’s registered office must update its records. Corporate books need to reflect the new board composition accurately.
We should update all public directories and websites that list directors. This includes charity databases and professional associations.
Banking relationships require immediate attention. Financial institutions need updated director information and new signing authorities.
Professional advisors like lawyers and accountants should receive notice of director changes. This ensures they communicate with the correct board members going forward.
After Removal: Board Reconstitution and Membership Impacts
When members remove directors under ONCA, organizations must address immediate vacancy concerns. The removal may also affect board composition and member relationships.
Vacancy and Appointment of New Directors
The removal of a director creates an immediate vacancy on the board. Organizations must first determine if the remaining directors still meet quorum requirements.
Quorum Assessment
Most governing documents specify the minimum number of directors needed for a quorum. If the removal drops the board below this threshold, normal board operations cannot continue.
When quorum is lost, the organization must call a members’ meeting. This meeting serves to elect new directors and restore proper board function.
Appointment Process
Organizations have several options for filling vacancies:
Members’ meeting election – The most common approach
Board appointment – If permitted by bylaws and quorum exists
Emergency provisions – Some bylaws allow temporary appointments
The bylaws typically outline procedures for each method. Organizations should review these requirements before filling vacancies.
Timeline Considerations
We recommend acting quickly to fill vacancies. Long periods without proper board composition can affect decision-making and compliance.
Decision-making authority
Legal compliance obligations
Operational continuity
Effect on Board of Directors and Membership
Director removal impacts both board dynamics and member relationships. These changes require careful management to maintain stability.
Board Composition Changes
Removing directors can shift the balance of expertise and perspectives on the board. Organizations may lose valuable skills or institutional knowledge.
The remaining directors might need to redistribute responsibilities. Committee assignments and leadership roles may require adjustment.
Member Relations
The removal process can create divisions within the membership. Some members may support the decision while others oppose it.
Organizations should focus on rebuilding unity after contentious removals. Clear communication about reasons for removal helps maintain member confidence.
Governance Continuity
New directors require orientation and training. They need to understand:
Organizational history and culture
Current strategic priorities
Legal and fiduciary responsibilities
Board policies and procedures
Considerations in Case of Dissolution
Although not directly caused by director removal, organizations facing governance challenges may consider dissolution.
Dissolution Triggers
Several factors might lead to dissolution discussions:
Inability to maintain minimum director requirements
Loss of member confidence in governance
Ongoing conflicts that prevent effective operations
Legal Requirements
ONCA sets specific requirements for dissolution. Members must pass a special resolution with detailed procedures for:
Asset distribution
Creditor notification
Regulatory compliance
Alternative Solutions
Before considering dissolution, organizations can explore other options:
Restructuring board composition
Revising governance documents
Implementing conflict resolution processes
Seeking external mediation
These alternatives may address underlying issues without ending the organization.
Transitioning and Updating Bylaws for ONCA Compliance
Nonprofits must review their current governing documents and update them to meet ONCA’s new requirements. The new rules include the simple majority rule for director removal.
Organizations can use CLEO’s Bylaw Builder to make these changes. Nonprofits must complete their transition within the required timeline.
Reviewing Existing Governing Documents
We need to examine our current bylaws and articles of incorporation to find sections that conflict with ONCA. Many older documents require a two-thirds majority vote to remove directors. Under ONCA, this must change to a simple majority.
Our bylaws cannot override ONCA’s requirement for a 50% + 1 vote. Any provision stating a higher threshold is invalid and must be updated.
We should also check for other outdated sections. These might include membership definitions, meeting procedures, and director appointment processes.
Key areas to review:
Director removal procedures
Voting thresholds for member decisions
Membership class definitions
Meeting notice requirements
Officer appointment rules
Document all needed changes before starting the amendment process. This helps us avoid multiple rounds of government filings.
Making Amendments and Using CLEO’s Bylaw Builder
CLEO’s Bylaw Builder provides templates and guidance for ONCA-compliant bylaws. This free online tool helps us draft proper language that meets legal requirements.
We can use the Bylaw Builder to create new bylaws or modify existing ones. The tool includes standard clauses for director removal that comply with ONCA’s simple majority rule.
Steps for using the Bylaw Builder:
Access the tool through CLEO’s website
Select our organization type
Complete each section with our information
Review the generated bylaws carefully
Make any necessary customizations
Once we approve new bylaws, our board of directors must pass a resolution adopting them. The bylaws take effect immediately upon this board vote.
We must then present the new bylaws to our members at the next meeting for confirmation.
Timeline for Compliance with ONCA
Existing nonprofits have specific deadlines for ONCA compliance based on when they were incorporated. Organizations incorporated before October 2021 typically have until October 2024 to transition.
We must file our updated articles or letters patent with the government before our deadline. Late compliance can result in dissolution of our organization.
Timeline requirements:
File updated governing documents before deadline
Hold member meetings to confirm bylaw changes
Update corporate records with new information
Ensure all government filings are complete
Bylaw amendments become effective when our directors approve them. However, members can reject these changes at the next meeting if they disagree.
We should start the transition process early to avoid rushing important decisions. This gives us time to educate our members about the changes and address any concerns.
Conclusion
ONCA’s new director removal rules give nonprofit members real power to hold boards accountable. The simple majority vote requirement makes it easier for members to take action when needed.
Organizations must update their bylaws to reflect these changes. Members can now remove directors with just 51% support at a special meeting. This creates stronger democratic governance for Ontario nonprofits.
Ready to ensure your nonprofit complies with ONCA?
Contact Northfield & Associates today for expert guidance on updating your governing documents. We help Ontario nonprofits navigate these important legal changes with confidence.
Under ONCA, members can remove directors with a simple majority vote at a special meeting. The process requires proper notice and follows specific rules that nonprofits must understand.
How can members remove a director?
Members can remove directors by passing an ordinary resolution at a special meeting. This requires a simple majority vote of 50% plus one.
Only voting members can participate in director removal. The bylaws cannot change this voting percentage requirement.
Ex officio directors cannot be removed through this process. Their positions are not subject to member removal under ONCA rules.
What are the grounds for the removal of a director?
ONCA does not specify particular grounds for removing a director. Members can vote to remove any director for any reason they see fit.
The decision belongs entirely to the voting members. They do not need to prove wrongdoing or provide specific justification.
This gives members broad power to ensure directors remain accountable. It allows them to make changes when they feel it serves the organization’s best interests.
How do you remove a director under the Corporation Act?
Under ONCA, members must call a special meeting for the purpose of removing a director. Proper notice must be given to all voting members.
The meeting notice should clearly state the intention to remove the specific director. This ensures members understand the meeting’s purpose.
During the meeting, members vote on an ordinary resolution to remove the director. The resolution passes with a simple majority of votes cast.
What is the procedure for removing a director?
First, identify which members have the right to vote on director removal. Only members who can elect specific directors can remove those same directors.
Next, call a special meeting according to your organization’s bylaws. Provide proper notice that includes the removal resolution.
Hold the meeting and vote on the ordinary resolution. Count the votes and announce the result based on a simple majority.
How can directors be removed from their positions?
Members can remove directors by voting at special meetings. This is the main method under ONCA for member-driven removal.
Directors can also resign by giving written notice. Some organizations allow removal through other rules in their governing documents.
The board or members choose when to fill the vacancy after removal. This timing depends on the organization’s needs and bylaws.
What is the step to remove a director?
The key step is to convene a special meeting of voting members.
This meeting must follow the notice requirements in your bylaws.
Members vote on an ordinary resolution to remove the director.
The resolution needs support from more than half of the votes cast.
After the vote, update your corporate records to show the director’s removal.
Notify relevant parties and start the process of filling the vacancy if needed.
Marriage is the process by which two people make their relationship public, official and permanent. It is the joining of two people in a bond that putatively lasts until death, but in practice is often cut short by separation or divorce.
If prior to getting married or living with someone, you did not have a Prenuptial Agreement, then it would be wise that when the relationship has broken down and you both go your separate ways, that you draft a Separation Agreement. This blog will explain what a Separation Agreement is, why is it important, what can be included in the Agreement and why you need it.
A Separation Agreement essentially is a contract where you identify the terms that you and your partner want to agree on.
The most important items that would be included in a Separation Agreement would be property and custody of children. If you own a home, then as per the Family Law rules, the home is to be split 50/50. If children are involved in the marriage or cohabitation it is very important to lay out the parenting schedule, who’s going to have primary custody or is it going to be a shared custody between both parents.
Other items to consider would be common assets and spousal support. Some assets have a lot of value and sometimes couples want to make sure that they share the value or one may want to buy the other person out. With regards to spousal support, both spouses and common law partners’ income are looked at in order to determine if there are any other Financial Entitlements.
Prior to drafting a Separation Agreement and starting negotiations, all finances need to be disclosed including bank accounts, loans, debts, lines of credit and notice of assessment for 3 years. It is also important that both partners disclose the same type of documentation so that your lawyer understands what they’re getting into prior to negotiations.
Depending on the facts of the case or circumstances of each client there are other things that need to be discussed and included in the Separation Agreement. What is very important to remember that most people often overlook, is that even though you and your partner separate amicably and you don’t want to get the courts and lawyers involved, it’s always a good idea to have a Separation Agreement which includes everything, so that you are covered for the future. As time goes on, people change, the amicable breakup may change as well, so it is very important that you have an agreement that you are both happy with and you can always go back to reference should a dispute ever arise.
When it comes to drafting a Separation Agreement it may take a while if things are not very straightforward. This depends on many factors including: the years of the relationship, if it has been a long marriage or if it has been a long cohabitation, assets, are children involved, is there some friction between both partners in terms of who has the children, who gets what and how much will be given in child or spousal support.
With this, comes a lot of correspondence between lawyers. When you hire a lawyer to prepare a Separation Agreement you will be advised as to everything you are entitled to. Be prepared to tell your relationship story in full detail so that you will receive the proper advice that you deserve. Keep in mind that your partner is most likely doing the same in return so there will be a lot of back and forth until a common understanding and a common Separation Agreement is reached. During this process you might get a little bit frustrated, but you have to understand that everything you agree to will be put in writing so it’s very important that you agree with all of the clauses before signing the Separation Agreement.
There will be occasions that one partner may choose to go it alone and not have a lawyer involved. It is required by the other partners’ lawyer to advise them that prior to signing the Separation Agreement, the partner that does not have a lawyer must have at least received independent legal advice just so that they know exactly what it is they are signing.
Filing for Divorce or Separation, Custody & Access, Child Support, Division of Assets?
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Whether you prefer to meet in person at one of our offices or connect remotely, we make consultations convenient and accessible. During your session, we’ll assess your situation, review your documents, and guide you through each step of the sponsorship process.
In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We specialize in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.
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Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.
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Northfield & Associates International Corporation is a global strategic advisory and consulting firm partnering with private equity, sovereign, and institutional investors to deploy capital, manage regulatory, supporting senior leadership, boards, and capital providers across Cambodia, Canada, and international markets operating in complex regulatory, economic, and geopolitical environments, and drive enterprise value creation across complex global markets.
We advise boards, executives, entrepreneurs, and public-sector decision-makers on business strategy, institutional transformation, and high-stakes market challenges requiring disciplined judgment, capital efficiency, and execution certainty. Our work is concentrated across priority global sectors, including agribusiness, aviation and automotive, energy and natural resources, financial services, healthcare, infrastructure, real estate, immigration, education, and information technology.
Our platform integrates sector-specific intelligence with multidisciplinary advisory capabilities. Clients benefit from coordinated access to consulting, legal and regulatory counsel, financial management, risk assessment, real estate advisory, immigration, education, and technology expertise. This integrated model supports informed capital allocation, regulatory-compliant investment structuring, and execution-ready strategies designed to optimise returns, preserve downside protection, and enhance risk-adjusted performance.
Northfield combines consulting rigor with legal and regulatory judgment to support capital markets-aligned decision-making in complex, regulated, and rapidly evolving environments. We partner with private enterprises, institutional investors, family offices, and public-sector entities to structure, deploy, and manage capital effectively; strengthen governance; mitigate regulatory and geopolitical risk; and drive sustainable enterprise value creation.
Our engagements span strategy formulation, operational optimisation, organisational design, and change execution. We deliver measurable outcomes that improve financial performance, support disciplined growth, enhance valuation, and generate durable returns on investment for investors, shareholders, and institutional stakeholders. We operate with independence, precision, and accountability, aligned with long-term value creation and fiduciary standards.
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This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.
This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.
Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.
Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.
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