Chartered Professional Accountants of Ontario Act, 2017, S.O. 2017, c. 8, Sched. 3

• Jurisdiction: Ontario

Chartered Professional Accountants of Ontario Act, 2017

S.o. 2017, chapter 8
Schedule 3

Consolidation Period: From October 19, 2021 to the e-Laws currency date.

Last amendment: 2021, c. 4, Sched. 7, s. 13.

CONTENTS

General

Definitions

1 In this Act,

“appeal committee” means an appeal committee established by the by-laws; (“comité d’appel”)

“by-laws” means the by-laws made under this Act; (“règlements administratifs”)

“capacity committee” means the capacity committee established by the by-laws; (“comité de détermination de la capacité”)

“complaints committee” means the complaints committee established by the by-laws; (“comité des plaintes”)

“council” means the council of CPA Ontario; (“conseil”)

“CPA Ontario” means the Chartered Professional Accountants of Ontario continued under subsection 4 (1); (“Ordre”)

“discipline committee” means the discipline committee established by the by-laws; (“comité de discipline”)

“document” includes data and information in electronic form; (“document”)

“firm” means an entity registered under section 23 as a firm; (“cabinet”)

“limited liability partnership” means a limited liability partnership as defined in the Partnerships Act; (“société à responsabilité limitée”)

“predecessor Act” means the Certified General Accountants Act, 2010, the Certified Management Accountants Act, 2010 or the Chartered Accountants Act, 2010, as the case may be; (“loi remplacée”)

“predecessor body” means The Certified General Accountants Association of Ontario, the Certified Management Accountants of Ontario or The Institute of Chartered Accountants of Ontario, as the case may be; (“organisme remplacé”)

“professional corporation” means a corporation established under section 28; (“société professionnelle”)

“public accountant” and “public accounting” have the same meanings as in the Public Accounting Act, 2004; (“expert-comptable”, “expertise comptable”)

“registrar” means the registrar of CPA Ontario appointed under section 12; (“registrateur”)

“student” means an individual registered as a student of CPA Ontario in accordance with the by-laws. (“stagiaire”)

Interpretation – rights not affected

2 This Act does not affect or interfere with the right of any individual who is not a member of CPA Ontario to practise as an accountant.

Power of Minister

3 The Minister responsible for the administration of this Act may,

(a) review CPA Ontario’s activities;

(b) request that CPA Ontario undertake activities that, in the Minister’s opinion, are necessary or advisable to carry out the intent of this Act; and

(c) advise CPA Ontario with respect to its activities under this Act.

Chartered Professional Accountants of Ontario

Chartered Professional Accountants of Ontario

4 (1) The following corporations are amalgamated and continued as a corporation without share capital under the name Chartered Professional Accountants of Ontario in English and Comptables professionnels agréés de l’Ontario in French:

1. The Certified General Accountants Association of Ontario continued under subsection 3 (1) of the Certified General Accountants Act, 2010.

2. Certified Management Accountants of Ontario continued under subsection 3 (1) of the Certified Management Accountants Act, 2010.

3. The Institute of Chartered Accountants of Ontario continued under subsection 3 (1) of the Chartered Accountants Act, 2010.

Composition

(2) CPA Ontario is composed of its members.

Powers, etc., of natural person

(3) For the purpose of carrying out its objects, CPA Ontario has the capacity and the rights, powers and privileges of a natural person.

Implied provisions do not apply

(4) Section 92 (implied provisions for corporations) of the Legislation Act, 2006 does not apply to CPA Ontario.

Application of Not-for-Profit Corporations Act, 2010

(5) The Not-for-Profit Corporations Act, 2010 does not apply to CPA Ontario, except as may be prescribed by regulation. 2017, c. 8, Sched. 3, s. 72 (1).

Section Amendments with date in force (d/m/y)

2017, c. 8, Sched. 3, s. 72 (1) - 19/10/2021

Objects

5 The objects of CPA Ontario are,

(0.a) to exercise the powers and perform the duties assigned to it under this Act and the Public Accounting Act, 2004;

(a) to promote and protect the public interest by governing and regulating individuals and entities as Chartered Professional Accountants in accordance with this Act and the by-laws, including,

(i) establishing, maintaining, developing and enforcing standards of qualification, standards of practice, standards of professional ethics, and standards of knowledge, skill and proficiency, and

(ii) regulating the practice, competence and professional conduct of individuals and entities as Chartered Professional Accountants;

(b) to promote and increase the knowledge, skill and proficiency of members of CPA Ontario, firms and students;

(c) to meet and maintain the public accounting standards established by CPA Ontario under the Public Accounting Act, 2004;

(d) to promote and protect the public interest by licensing members of CPA Ontario as public accountants and regulating those members and professional corporations as public accountants under the Public Accounting Act, 2004, in accordance with that Act, this Act and the by-laws; and

(e) subject to the objects set out in clauses (a) to (d), to promote and protect the welfare and interests of CPA Ontario and of the accounting profession. 2017, c. 8, Sched. 3, s. 5; 2021, c. 4, Sched. 7, s. 13 (1, 2).

Section Amendments with date in force (d/m/y)

2021, c. 4, Sched. 7, s. 13 (1, 2) - 30/04/2021

Meetings

Annual meetings

6 (1) An annual meeting of the members of CPA Ontario shall be held in accordance with the by-laws.

General meetings

(2) CPA Ontario or the council may at any time call a general meeting of CPA Ontario’s members in accordance with the by-laws.

Proxy

(3) At any meeting of the members of CPA Ontario, a member may be represented by proxy in accordance with the by-laws.

Surplus

7 Any surplus obtained from carrying on the business of CPA Ontario shall be solely devoted to and applied towards promoting and carrying out its objects in accordance with this Act and the by-laws, and shall not be divided among its members.

The Council

Council

8 (1) The council of CPA Ontario is the board of directors of CPA Ontario, and shall manage or supervise the management of its affairs in accordance with this Act and the by-laws and in a manner that protects the public interest.

Composition

(2) The council of CPA Ontario shall be composed of,

(a) the number, not exceeding 16, that is set out in the by-laws, of members of CPA Ontario who are elected by the members of CPA Ontario in accordance with the by-laws; and

(b) four individuals who are not members of CPA Ontario or of a self-regulating accounting body and who are appointed by the Lieutenant Governor in Council.

Deemed reappointment

(3) An individual whose appointment under clause (2) (b) expires is deemed to have been reappointed until his or her successor takes office.

Vacancy

9 (1) If the seat of an elected member of the council becomes vacant, the council shall fill the vacancy for the remainder of the member’s term in accordance with the by-laws.

Same

(2) For the purposes of subsection (1), an elected member’s seat becomes vacant,

(a) if the member dies or resigns;

(b) if the member is removed from the council in accordance with the by-laws; or

(c) in any other circumstances specified by the by-laws.

Quorum

10 At any meeting of the council, eight members of council constitute a quorum.

Voting

11 (1) Any matter to be determined at a meeting of the council shall be determined by a vote of a simple majority of the members present, unless otherwise provided for by the by-laws.

Non-effect of former membership

(2) No member of the council shall be prevented from voting on a matter, or participating in a discussion on a matter, solely on the basis that he or she held an equivalent position with a predecessor body, even if the matter may have implications for individuals or entities that were members of or registered with the predecessor body.

(3) Repealed: 2017, c. 8, Sched. 3, s. 72 (4).

Section Amendments with date in force (d/m/y)

2017, c. 8, Sched. 3, s. 72 (4) - 01/01/2019

Officers

Elected officers

12 (1) The council shall elect from among its members a chair and such other officers of CPA Ontario specified by the by-laws to be elected.

Appointed officers

(2) The council shall appoint as officers of CPA Ontario,

(a) a President and Chief Executive Officer;

(b) a registrar; and

(c) any other officers specified by the by-laws to be appointed.

Acting registrar

(3) The registrar may designate in writing an individual named by the council for the purpose to exercise the powers and perform the duties of the registrar in his or her absence.

Committees

13 (1) The council shall by by-law establish a complaints committee, a discipline committee, a capacity committee and one or more appeal committees, and may establish additional committees as it considers appropriate.

Terms, conditions of appointment

(2) The council shall appoint the members of any committee established under this Act for the term and on the conditions that the council determines.

Panels

(3) The by-laws may authorize a committee to sit in panels for the purpose of exercising its powers and performing its duties under this Act, and for any other purpose.

Same

(4) A decision of a panel of a committee constitutes the decision of the committee.

Delegation

Council may delegate

14 (1) The council may delegate any of its powers or duties under this Act, other than its by-law making powers, to one or more committees or to one or more officers of CPA Ontario, subject to any restrictions or conditions that the council may specify.

Registrar may delegate

(2) The registrar may delegate any of his or her powers...