Who was Secretary back then? What to do when your Not-for-Profit documents go missing

Since the introduction of the new federal not-for-profit legislation, we have assisted several not-for-profits who have struggled to track down the key documents needed for continuance under the new not-for-profit legislation.  Key documents such as the Letters Patent or Supplementary Letters Patent and a current copy of the by-laws must be located before the conversion can take place. If you are a federally registered charity, it is also important to have copies of important documents from CRA available for review.

As for corporate records such as minutes, resolutions and registers, it is not unusual for an organization to have missing or incomplete records.  Unfortunately, when dealing with incomplete or missing corporate records there are no quick solutions or statutory provisions to rely on.

The first step is to obtain and examine the records that actually exist which are often found in an official binder or folder, often referred to as the “minute book”. Even if there is not an official “minute book” there is likely a folder somewhere that has all the important corporate documents to date including your charter documents.  You may also need to contact former officers or directors of the corporation and also the lawyers who may have previously acted for the corporation.

Once all searches are exhausted it is time for the corporation and their lawyer to reconstruct the material corporate events as best they can. Your lawyer will work with you to determine what material documents are missing and may create an omnibus resolution to bring the records up to date.  For example there may not be any record of the officers or directors of the corporation so it will need to be traced as carefully as possible and set out in a resolution.

Effective record keeping of corporate documents is not only a wise and essential part of your corporation, it is required under the new legislation. Your corporate secretary, whether it the lawyer you have retained, or a member of your organization should maintain detailed minutes and review the documents yearly to make sure everything is kept up to date.

Federally incorporated not-for-profits have until October 2014 to complete their conversion to the new legislation.  If you are provincially incorporated then your time is coming.  The Province of Ontario is expected to enact similar legislation later this year.

Michael Leaver