Story goes like that:
We heard voice of God. He told us that forces of evil took over the world and are trying to destroy any path that lead to heaven.
Next God said: I will tell you and you will write a book that will show path to me.
Next God said: Lead path of poverty and help all that wish to be help.
Next God said: Money replaced Me and corruption and greed is a new religion. You have to change that but not even charity since they are corrupted too.
Next God said: You will open church but you will have no membership and no bank account and no structure. This way evil will not destroy you.
I contacted required services of Government of Canada (all recordings available with permission of the speakers) that put my on path to assembly and association since I wanted to have my church just registered and have legal footing.
In Canada and World – Religious organization to have legal entity as I was told can only exist under act of corporation. I was told I have to be Non-profit, Non-charitable association.
This path required dependency of money structure and lawyers. We as me has no money and no structure and it is only me who heard the voice of God so only one person is entitled to establish church as it should be. The most important Act of Corporation and presented here legal meaning puts law of corporation over my spiritual path [Remark No 5]. I can’t assemble and associate with current state of Canadian law. The Canadian Chapter of Rights and Freedom and Constitution of Canada is not practice in Canada.
Ask anyone and all told me that: You have no chance to open your church or establish non-profit, non-charitable organization or have freedom of religion as stated in most important acts of Canadian law.
Canadian law puts penalties, liabilities and sharp law requirements on any petitioner as you can see below. However, in terms of Government responsibilities puts all in vague terms like “usually”. It can not even provide full and quick access to documents of law that Government established.
Finally it puts all discretion of accepting legal entity not to law but Minister or Ministry. You can fulfill all law obligations, pay thousand dollars to lawyers and still Ministry can reject [Remark No 1].
I don’t mind but how I can registered my church in current set conditions. I am non-profit and non-charitable and I have no money and no one at this point with no money wish to deal with me?
I can’t assemble and associate in Canada
The Canadian Charter of Rights and Freedoms
Rights and freedoms in Canada
Whereas Canada is founded upon principles that recognize the supremacy of God and the rule of law: Guarantee of Rights and Freedoms
1. The Canadian Charter of Rights and Freedoms guarantees the rights and freedoms set out in it subject only to such reasonable limits prescribed by law as can be demonstrably justified in a free and democratic society.
Fundamental Freedoms
2. Everyone has the following fundamental freedoms:
(a) freedom of conscience and religion;
(b) freedom of thought, belief, opinion and expression, including freedom of the press and other media of communication;
(c) freedom of peaceful assembly; and
(d) freedom of association
NOT-FOR-PROFIT INCORPORATOR’S HANDBOOK
GENERAL INFORMATION
Introduction
1.1 The purpose of this handbook is to provide general information on the nature of a not-for-profit corporation and guidelines on how to incorporate such a corporation. This handbook also provides basic information on incorporating charitable corporations, which are a special type of not-for-profit corporation.
Not-for-profit corporations incorporated in Ontario are governed by the Corporations Act and the Regulations made under it.
Incorporation of not-for-profit corporations under the Act is at the discretion of the Minister (or his delegate) [Remark No. 1]. This is in contrast to ‘incorporation as of right’ for business corporations incorporating under the Business Corporations Act. Certain pertinent sections to the Act and the Regulations are included in this handbook. The reader is, however, referred to the Corporations Act and the Regulations to examine those sections not set out here.
This handbook contains general statements concerning the requirements of the Act and Regulations which are intended to serve only as a general guide and not as a substitute for statute when dealing with specific problems. Also, reference to this handbook should not be a substitute for consultation with a lawyer on legal considerations or an accountant on financial matters.
Nature of a Corporation
1.2 In law, a corporation is an artificial person or a legal entity having an independent existence, separate and distinct from that of its members. The corporation owns property in its own name, acquires rights, obligations and liabilities, enters into contracts and agreements and has the capacity to sue and be sued as would a natural person.
Thus, for example, a corporation may be insolvent while its individual members may be wealthy. As a separate legal entity a corporation is not affected by changes in its membership and its existence continues in perpetuity unless its members or the government take steps to dissolve it.
A corporation is managed or governed by a board of directors, which is elected by the members. The board of directors, in turn, elects a president and appoints other officers such as a secretary, treasurer etc. who are responsible for the actual operation of the corporation.
The directors, officers and members do not “own” the corporation, nor do they have any right of ownership to any particular asset of the corporation and the corporation may not be operated for pecuniary gain of its members, directors or officers.
In certain circumstances, a not-for-profit corporation may engage in activities that are revenue producing and that produce a surplus, or “profit”. However, such activities must be incidental to the principal objects of the corporation and in furtherance of the principal objects. For example, a hockey club may hold a dance to raise funds for new uniforms for the team. If, after paying the expenses, the dance produces a “profit”, the monies belong to the club and must be used for the benefit of the club (i.e. to purchase new uniforms for its team).
Directors
The first directors, not fewer than three (section 283 of the Act) individuals named as directors in the Letters Patent, are the directors of the corporation until replaced by other individuals duly elected in their stead (section 284 of the Act). The first directors of the corporation have all the powers, duties and liabilities of directors that are elected to the board.
The office of director places on that person responsibilities and even liabilities. Accordingly, any person accepting a directorship should be prepared to assume the responsibilities that go with the director’s office.
Generally, no person is permitted to be a director of the corporation unless he or she is a member of the corporation, and if the person ceases to be a member, he or she automatically ceases to be a director (section 286). However, a person may be a director of a corporation if he or she becomes a member of the corporation within ten days after his or her election or appointment as a director. If the person fails to become a member within the ten days, the person immediately ceases to be a director, and cannot be re-elected or reappointed unless he or she is a member of the corporation. The Act (subsection 286(3) also sets out a limited exception for hospitals and stock exchanges.
Organization and Start Up
Once the corporation has received its Letters Patent, a number of essential steps are required to be initiated so that the directors may properly administer the affairs of the corporation. Among these steps are:
– establishing directors’ quorum
– adoption of by-laws
– banking and financial arrangements
– appointment of auditors
– appointment of officers
It is advisable to retain the services of a lawyer who specializes in corporation law to ensure the corporation is properly organized and the directors understand their responsibilities [Remark No 2]. By having the corporation properly organized, you should eliminate a number of potentially serious problems in the future.
You should refer to the:
– Corporations Act
– Corporations Information Act
Once the corporation has received its Letters Patent, a number of essential steps are required to be initiated so that the directors may properly administer the affairs of the corporation. Among these steps are:
The above Acts are available on the ServiceOntario e-laws website at www.e-laws.gov.on.ca or can be purchased through the ServiceOntario Publications website at www.publications.serviceontario.ca/ecom.
In addition, detailed procedural information and precedents may be found in the:
– Ontario Corporation Manual;
– Ontario Corporations Law Guide; and
– Canadian Corporate Secretary’s Guide.
These are private publications and are usually available [Remark No 3] in the reference department of most public libraries.
CORPORATE MAINTENANCE AND FILING REQUIREMENTS
Annual Meeting
5.1 An annual meeting of the members of the corporation must be held not later than eighteen months after incorporation and subsequently not more than fifteen months after the holding of the last annual meeting. (section 293)
Election of Directors and Officers
5.2 Usually the directors are elected annually at the general meeting by the members of the corporation. Directors in office at the time are retired and, if eligible, may seek re-election to resume office for another year. (section 287(1)(2))
Generally directors are elected by members, and officers are appointed by the board of directors.
There are three exceptions:
-directors by virtue of their office (ex-officio directors) (section 127)
-election of directors in rotation (section 287 (5))
-division of members into territorial or common interest groups (section 130)
Quorum for Meetings
5.3 The quorum for meetings of directors is a majority, unless otherwise provided for in the Letters Patent, Supplementary Letters Patent or in a special resolution of the corporation, and in any event shall not be less than two-fifths of the board of directors. (section 288)
An application for incorporation is usually processed within approximately 6 to 8 weeks of receipt in the Branch. The Letters Patent will bear the effective date as of the date of delivery unless the application is returned for revision, in which case Letters Patent will bear an effective date as of the date of redelivery to ServiceOntario, provided the application is correct.
Reporting Requirements
Initial Return
Within 60 days after the date of incorporation, the corporation is required to file an Initial Return (see section 2 of the Corporations Information Act) setting out the prescribed corporate information (e.g. head office address, directors and five most senior officers) with ServiceOntario. (Previously, Initial Returns were filed with the former Companies and Personal Property Security Branch)
Notice of Change
Subsequently, if there is any change to the information filed with the Ministry, such as a change in the Board of Directors or the corporation’s head office address, the corporation must file a Notice of Change (section 4 of the Corporations Information Act) within 15 days after the change takes place.
Currently, there is no fee for filing the Initial Return/Notice of Change, Form 1 with the Central Production and Verification Services Branch. The appropriate form is supplied to you at the time of incorporation. Additional forms may be obtained in person from ServiceOntario and are also available on the ServiceOntario website at www.ServiceOntario.ca.
The Initial Notice/Notice of Change can be filed in person or by mail to ServiceOntario or electronically through one of the Service Providers under contract with the Ontario government. For information about the Service Providers visit the ServiceOntario website at www.ServiceOntario.ca (see Contacts, Service Providers – Appendix “G”).
Penalties for Failure to Comply with Filing Requirements
The importance of submitting these filings cannot be over-emphasized. Failure to comply may lead to cancellation of the Letters Patent and dissolution of the corporation. Penalties are provided in the Corporations Information Act for individuals (up to $2,000) and for corporations (up to $25,000) where reporting requirements are not complied with. Also, a corporation that is in default of the reporting requirements is not capable of maintaining an action in any court in Ontario in respect of business carried on by the corporation except with leave of the court.
Special situations of religious organizations
Governing Law
If a religious organization becomes incorporated, its ecclesiastical, canon or church laws, rules or regulations may be subject to the Corporations Act. This means that if any ecclesiastical, canon or church law, rule or regulations conflicts with the Corporations Act, the organization, once incorporated, must comply with the Corporations Act and will no longer be able to use that law, rule or regulation in administering its affairs [Remark No.5].
it feels good plus 