Governance refers to the processes and structures used to direct and manage an organization’s operations and activities. Not-for-Profit governance best practices serve to define the division of duties and the mechanisms to achieve accountability among stakeholders, the Board of Directors to best serve the membership.
Good governance systems are designed to help organizations focus on the activities that contribute most to their overall objectives, use their resources effectively, and ensure that they are managed in the best interests of stakeholders
OATA is a non-share capital Corporation, incorporated in Ontario and subject to the Corporations Act (Ontario). Non-share capital Corporations incorporated at the Federal level are subject to the Canada Not-for-Profit Corporations Act. The analogous legislation in Ontario, namely the Not-for-Profit Corporations Act (Ontario) was passed in 2010, but not proclaimed until October 19, 2021. Once proclaimed, the OATA, like all provincial not-for-profits, had until October 2024 to file Member-ratified and ONCA compliant new By-Laws.
ONCA is a corporate statute and deals with corporate matters such as Directors' duties and Members' rights.
The difference between a share and a non-share Corporation is that the Members' of a non-share Corporation do not have an ownership interest in the Corporation, cannot receive any financial benefit or gain from being a Member of the Corporation and upon the dissolution of the Corporation whatever net assets remain must be distributed. Members' have no liability or responsibility for the actions of the Corporation.
The OATA is also registered with the Canada Revenue Agency as a Not-for-Profit Corporation and must, therefore, coincide with CRA's rules for Not-for-Profit Corporations.
OATA - ONCA Compliant
The Association’s approach to meeting its governance requirements, is to engage the membership in the process. Following the 2010 passage of the Act, the OATA struck a Member-driven By-Laws Working Group and while accepting the Ontario government’s By-Laws Template, included the recommendations of the Working Group to the membership for a vote at its forthcoming Annual General Meeting of Members. The By-Laws passed in 2011. It was always understood that there would be a final round of By-Laws review upon proclamation of the Act which at the time was supposed to be by 2013.
With proclamation, in 2021, the Association engaged a governance lawyer with expertise in the Act and the OATA again struck a By-Laws Working Group. Recognition and appreciation for this volunteer commitment are extended to the Working Group Members that included the OATA Organizational Ombuds, Kelly Marchuk and the following OATA Members Glenn Burke, Frances Flint, Matthew Leech and Directors Tony Carbonette and Sarah Rabinovitch.
The recommendations of these volunteers were shared through a virtual Town Hall Meeting held on March 19, 2023, through Member eblasts with link to the iterative document, through posting to the By-Laws review page in the Members’ Portal of the website, and, additionally issued to registered participants in advance of the Special Meeting of Members held to ratify the By-Laws on May 28, 2023. The new By-Laws were ratified by Members and filed with the Ontario government. The By-Laws are available on the website.
Not-for-Profit Corporations have Members. Members are not “owners” in the same sense that shareholders have an equity ownership interest in a share capital Corporation.
With the ratified By-Laws, new Member Categories were added to meet evolving needs of those who may not practice full-time as an Athletic Therapist, but maintain their certification and engagement in the profession. Only Certified, active practising Members, are voting Members.
Attend and participate in Members' Meetings
Receive financial statements
Approve fundamental corporate changes (such as amendments to By-Laws).
Frequently Asked Questions
Misappropriation of Funds
No Director has access to or the ability to take money from the OATA bank account personally.
The bank requires standard stewardship documents which include dual signatures (pre-authorized) for the sums over specific amount established.
ALL financial transactions, deposits, withdrawals or any activity on the account is reviewed by the Auditor.
No Director receives remuneration beyond some incidental expenses related to fulfilling their duties such as hotel, travel and some meals.
Misuse of Associated Resources
No Director has benefitted from a paid vacation or a personal loan.
No Director has the ability or right to withdraw funds from the OATA bank account and this is monitored strictly by the bank and prevented by restrictions on the account.
Such an activity would be caught and reported by the Auditor.
Third Party Contract Performance
Members do not vote on operational aspects of the Association (Corporation), which includes suppliers contracts.
The Board and the Auditor ensure performance measures are met by the contractors.
The Association Management services contract was reviewed in 2020 against other competitive firms as part of normal Board due diligence. The contract is reviewed annually.
The Fund Management firm is reviewed every 5 years.
The Accountant/ Auditor is reviewed annually.
The Board functions against the Not-for-Profit benchmark of governance best practices which are part of the annual Audit.
The OATA Auditor reviews the financial documents, but also Board Minutes and completes the annual review according to Not-for- Profit performance review requirements.
To date, the independent Audit has consistently noted sound governance and sound financial management and control by the OATA Board.
We wish to issue a serious caution to Members’ making allegations about your peers, the Board and about individual Directors.
Such allegations are defamatory and harmful to the reputation of those involved in the OATA leadership and service.
Please refer to the Code of Conduct and Ethics.