Constitution and Bylaws

As a longstanding organization governed under the Agricultural and Horticultural Organizations Act (AHOA), the Uxbridge Fair has taken important steps to ensure compliance with the Ontario Not-for-Profit Corporations Act, 2010 (ONCA). This transition ensures our governance documents reflect the latest legal requirements, protecting the fair’s future operations and aligning with best practices in nonprofit management.

What We Had Before

Before ONCA came into effect, the Uxbridge Fair operated under governing documents that were largely influenced by the Ontario Corporations Act (OCA) and the AHOA. Our Constitution and Bylaws defined the structure and operation of the Fair, outlining:

• The roles and responsibilities of directors and officers.
• Membership classes and voting rights.
• Meeting requirements and decision-making processes.
• Financial accountability and governance policies.

Under previous regulations, certain governance elements were included in our Articles of Incorporation that ONCA now mandates be part of our Bylaws. This shift required us to review and update our governing documents to ensure compliance.

What Has Changed?

The ONCA transition, which officially concludes on October 18, 2024, brought several key updates to how not-for-profit organizations like ours operate. Some of the most notable changes include:

1. Separation of Articles and Bylaws
   • Our Articles of Incorporation now only include fundamental details such as the organization’s name, purpose, type of organization, head office location, and director structure.
   • Many governance elements previously in our Articles have been moved to our Bylaws, as required by AHOA and ONCA.
2. Member Rights and Governance Clarity
   • ONCA enhances member rights, giving them a greater say in decision-making and requiring clear voting structures.
   • The Bylaws now specify how members can join or withdraw, vote, and participate in governance.
3. Board of Directors & Leadership
   • ONCA stipulates that directors serve a maximum term of four years, unless otherwise specified in the Bylaws.
   • We have clarified the appointment of officers, the role of directors, and meeting requirements.
4. Financial and Operational Transparency
   • The Act introduces more accountability measures, including defining financial oversight and audit/review engagement requirements.
   • It confirms that not-for-profits can generate revenue through commercial activities as long as the funds support the organization’s purpose.
5. Compliance and Filing Requirements
   • While agricultural societies like ours do not need to file our Bylaws or Articles with the Ontario Business Registry, we must ensure our governance documents are in line with AHOA and ONCA regulations.
   • If our Fair were a registered charity, we would need to file changes with Canada Revenue Agency (CRA).

How We Got to the New Document

The transition to ONCA compliance has been a thorough and collaborative process. Here’s how we achieved it:

1. Review of Current Governance Documents
   • We assessed our existing Constitution and Bylaws using guidance from the Ontario Ministry of Agriculture, Food and Agribusiness (OMAFA).
   • We identified areas that needed updates to comply with ONCA while preserving the core values of the Uxbridge Fair.
2. Consultation and Drafting
   • We used the OAAS Agricultural Society Constitution Template and reference documents from Nonprofit Law Ontario to guide our revisions.
   • Adjustments were made to ensure compliance while keeping our governance structure functional for a fair organization.
3. Approval by Membership
   • Members were consulted on the proposed changes at meetings and provided input.
   • The final draft was presented and approved at a special members’ meeting, ensuring compliance with ONCA’s member approval requirements.

What This Means for Our Members

With this transition, Uxbridge Fair members can expect:

• Clearer and more transparent governance rules that outline their rights and responsibilities.
• Enhanced participation in decision-making, ensuring members have a say in Fair operations.
• Improved compliance with provincial regulations, securing our future as a well-governed organization.

While the transition to ONCA compliance required a significant effort, it ultimately strengthens the Uxbridge Fair and ensures our continued success. We appreciate the dedication of our members, directors, and volunteers who contributed to this process.

Access the New ONCA-Compliant Document

We invite all members to review the updated governance document, which is now available online.

Constitution and Bylaws of the Uxbridge-Scott Agricultural Society

If you have any questions about these changes or how they affect your participation in the Fair, please don’t hesitate to contact us.

Thank you for being part of the Uxbridge Fair community!