NPCA Transition

NPCA Transition refers to the the Not-for-Profit Corporations Act Transition; refer to NPCA Transition Process background:

The Latest From the Sail Canada NPCA Working Group and Board of Directors:

October 2013

The 2013 Sail Canada Annual General Meeting will be held at the Delta Centre-Ville, Montréal, Québec, 777 University Street H3C 3Z7 on Saturday, October 26, 2013 at 9:00am.
Sail Canada members will be asked to vote on the following changes at the 2013 AGM:

Notice of Motion - Special Resolution

By-law Changes – Transition to the Canada Not-for-profit Corporations Act 

Pursuant to Sections 8.8 (e) and 20.1 of the Sail Canada by-laws dated October 27, 2012, the following motions are proposed by the Board of Directors as part of the business to be conducted at the Annual General Meeting, October 26, 2013:


1.    The directors of Sail Canada / Voile Canada (the “Association”) are authorized and directed to make an application under section 297 of the Canada Not-for-profit Corporations Act (the “NFP Act”) to the Director appointed under the NFP Act for a Certificate of Continuance of the Association;

2.    The Articles of Continuance (transition) of the Association are approved;

3.    By-laws listed below (affecting the Articles of Continuance) are amended as described in Annex A which is attached to this resolution and the notice of meeting:

a.    By-law 3.1 – Statement of Purpose & Objectives (section 6 of the Articles)
b.    By-law 9.7 – Vacancies/Minimum number of directors (section 5 of the Articles)
c.    By-law 7.1 – Membership Structure (section 8 of the Articles)
d.    By-law 7.2 – Applications for Membership
e.    By-law 8.10 – Voting at Meetings of Members (section 8 of the Articles)

4.    Any one of the officers and directors of the Association is authorized to take all such actions and execute and deliver all such documentation, including Articles of Continuance (transition) and the notice of registered office and of directors in the forms fixed by the Directors, which are necessary or desirable for the implementation of this resolution.

Articles of Continuance - Draft 2
Proposed Changes to Sail Canada Bylaws (Affecting the Articles of Continuance)- Annex A

September 2013

Progress Report on By-laws Review - August 2013

The NPCA Working Group and Board of Directors have been hard at work on Phase 2 of the NPCA Transition; The Sail Canada By-laws Review. Sail Canada Members are encouraged to review the Progress Report; feedback to is welcome!!!

The Contents of the Progress Report are as follows:
1.    Purpose
2.    Activities since the 2012 AGM
3.    Governance issues affecting the Articles (Phase 1)
       •    Name Change
       •    Statement of Purpose
       •    Number of Directors
       •    Classes of Members and Voting Rights
4.    Governance issues affecting the Bylaws (Phase 2)
       •    Refinements to Board Structure and Nominating Process
       •    Timing of Annual Meeting and National Conference
       •    Systems for Absentee Voting and Proxy Voting
5.    Next Steps
6.    Feedback Welcomed!

Click here to view the complete NPCA Transition Phase 2 Progress Report on By-laws Review - August 2013

July 2013

Update for Members – Request for Contributions by August 23, 2103

To help understand the NPCA and the transition process, frequently asked questions have been answered; click here for NPCA FAQs.  Questions about the NPCA and the transition process that are not answered by the FAQS can be sent to

Sail Canada is progressing well with the work plan for transition to the new Not-For-Profit Corporations Act.  

The next phase of the plan invokes the "continuance process" - setting out articles of continuance (essentially the constitution of the corporation), having them approved by members and submitting them to Corporations Canada.  Sail Canada is also required to prepare new by-laws that are in compliance with the Act.

Timeline for this phase:

July-August 2013


•         Present first drafts of articles and bylaws for review by members (including rationale for changes to existing CYA bylaws)

•         Respond to questions and brief Provincial Sailing Associations

•         Update first draft of articles and bylaws

September 2013

•         Present second draft of articles and bylaws as background for AGM (including rationale for changes to existing CYA bylaws)

October 2013

•         Send Notice of Motion for bylaw changes to membership on October 1

•         Members vote on approval of updated Articles on October 26 in Montreal

Sail Canada’s Board of Directors are pleased to invite members and stakeholders to contribute to the NPCA transition process by providing feedback on the final draft of the articles of continuance and a draft of the new bylaws in advance of the October 2013 AGM.  Early engagement in the process will ensure that the changes in these two key governance documents will reflect the principles and perspectives of the membership.

The deadline for comments on the first drafts of the articles and bylaws is August 23, 2013. 

Sail Canada By-laws Draft-2 March 2013
Sail Canada Articles Form 4031 draft 1 Feb 2013
4031-SCHEDULE-1 May 2013
4031-SCHEDULE-3 May 2013

Member Clubs will be asked to vote on these changes at the 2013 AGM.

June 2013

Update on Phase 1
Four subsections of the bylaws, approved in October 2012, will move to Articles of Continuance:

2.1 - New name Sail Canada / Voile Canada approved by Industry Canada in Feb. 2013

3.1 - Updated wording of the purposes/objectives revised by CRA in April 2013, deleted “recreational boating”, “navigation” & business activities as not in compliance with the Income Tax Act.1

7.1 - Reduced number of membership classes from five to three:
A. Provincial, territorial and national organizations;
B. Yacht, sailing and boating clubs with docking, mooring and/or boat launch facilities;
C. Organizations interested in associating with the sport of sailing.

8.10 - Aligned voting with new membership structure

Also approved in 2012 was a change to subsection 7.2 of the bylaws which aligned membership application criteria with the new structure. These membership criteria will be reflected in the draft bylaws.

Key messages and rationale for Phase 1:
• Clearer rules for governing and increased accountability for board decisions
• Improved membership rights with emphasis on voting powers of clubs
• Partnership approach for developing and delivering national programs and services
• Common brand and logo enhances marketing opportunities


NPCA Transition Process background:

In October 2011, a new federal law took effect in Canada; the Not-for-Profit Corporations Act (also referred to as the NPCA) replaces Part II of the Canada Corporations Act (CCA).  The NPCA affects about 20,000 non-profit organizations incorporated under the CCA, including Sail Canada.  Before October 2014, Sail Canada must make changes to the organization’s governance structure in order to be in compliance with the NPCA.

The NPCA is considered to be an essential step in modernizing non-profit governance in Canada.  A main theme of the Act is to reinforce member rights and provide for a greater degree of democratic governance by members.  Given that Sail Canada was founded in 1931, the NPCA transition process is a welcome opportunity to review and reset the foundation and frameworks to support the sport of sailing in Canada.

To help understand the NPCA and the transition process, frequently asked questions have been answered; click here for NPCA FAQs.  Questions about the NPCA and the transition process that are not answered by the FAQS can be sent to

Two-Stage Process
In November 2011, the Sail Canada Board of Directors approved a Work Plan to enable the transition to the NPCA.  The review of NPCA transition requirements and documentation on the Industry Canada website began in January 2012.  The Work Plan identified two stages in Sail Canada’s NPCA transition process requiring membership approval of key governance changes at the Annual General Meetings of October 2012 (under the CCA) and October 2013 (under the NPCA).

In February 2012, an NPCA Transition Working Group was established to identify the changes that Sail Canada should make to comply with the Act and regulations. Click here for the NPCA Working Group Terms of Reference.

At the AGM in October 2012, the CYA membership approved changes to six bylaws that represent fundamental requirements of the Canada NFP Act (NPCA). At the AGM in October 2013, the Board of Directors will provide an update on these and other bylaw changes.

Supporting Documents
Bylaws Review Tool Draft2
2012 Annual General Meeting Minutes - draft