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Your voice matters! Register for the Member Town Hall September 3rd to discuss the Annual Meeting of Members, stabilizing fees, and strengthening our professional home.

Information about the CFPC’s Application to the Ontario Superior Court of Justice

Background

It came to light in 2024 that some of the amendments to the CFPC’s by-laws that were approved by CFPC members at various Annual Meetings of Members in the past may not have been validly enacted, even though all the resolutions approving the amendments were passed by majority votes. The CFPC was not advised, despite having consulted with its external corporate lawyers before introducing the amendments, of changes to corporate governance processes that were introduced by the Canada Not-for-Profit Corporations Act (CNCA). As a result, the resolutions that were passed by the members to amend the by-laws were not properly drafted and, therefore, the by-laws and a corporate document called the Articles of Continuance were not properly approved.

The CFPC filed an application with the Ontario Superior Court of Justice pursuant to section 288(4) of the CNCA to validate its Articles of Continuance and corporate by-laws, which was heard on November 28, 2024.

A copy of the CFPC’s notice of application and related materials filed by the CFPC for the application, as well as the intervening party (Resident Doctors of Canada (RDoC)) materials, and a copy of the Court’s interim Order with directions are available below:

Last year, interested parties were invited to participate in the proceeding. Below are the instructions we posted on this webpage at the relevant time (October 1, 2024):

If you wish to participate in this proceeding, to receive notice of any future steps in the application and be served with any future documents in the application, you (or an Ontario lawyer acting for you) must meet the following deadlines:

  1. Friday November 1, 2024 no later than 3:00 pm: you must prepare a notice of appearance in Form 38A prescribed by the Rules of Civil Procedure and serve it on the CFPC’s lawyers by emailing it to: [email protected];
  2. Friday November 1, 2024: you must file the notice of appearance, with proof of service and the required court filing fee ($172.00), with the Ontario Superior Court of Justice (information about online filing is available at https://www.ontario.ca/page/file-civil-or-divisional-court-documents-online#section-2);
  3. Wednesday November 6, 2024: If you have served and filed a notice of appearance by November 1st, you will be served with a copy of the CFPC’s factum at the address for service listed on your notice of appearance;
  4. Friday November 15, 2024 no later than 3:00 pm: you must serve a copy of your responding materials (affidavit and factum) on the CFPC’s lawyers by emailing them to: [email protected];
  5. Friday November 15, 2024: you must file your responding materials (affidavit and factum), with proof of service, with the Ontario Superior Court of Justice;
  6. Thursday November 21, 2024: if you have served responding materials by November 15th, you will be served with a copy of the CFPC’s reply factum (if CFPC elects to file one) at the address for service listed on your notice of appearance; f you have served responding materials by November 15th, you will be served with a copy of the CFPC’s reply factum (if CFPC elects to file one) at the address for service listed on your notice of appearance;
  7. Thursday November 28, 2024 at 10:00 a.m.: application hearing at the Ontario Superior Court of Justice, 161 Elgin Street, Ottawa, Ontario, K2P 2K1.

The resulting Court decision and reasons, together with its order, are available below:

Anyone with questions about why RDoC advanced its position should contact RDoC directly at [email protected].

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