Committee Members: Rob Greenaway – Chair, Director ONRC
Ann Massel – President, Director ONRC
Peter Gruneberg – President, Peterborough Particular Council
Gary Williams – Immaculate Conception Conference, York-Simcoe PC
Omar Ellis -Director ONRC

Mandate: The Committee is responsible for

• the development, identification, orientation, education, and recruitment of candidates for the Board from the Vincentian community and elsewhere if necessary.
• the development and updating of Director and Officer position descriptions.
• the development of procedures, policies, and processes with respect to governance of the ONRC by the Board and its component committees, Councils and Conferences.
• advises the Board and all Members on matters of law, including but not limited to charity law, employment law. and good governance policy and practice.

Activity during 2024: The Governance/Legal/Nominating Committee met 9 times by electronic means and completed the following activities for the period from January 1 to December 31, 2024.

• Recruited and elected Matthew Au as Director and Treasurer of ONRC to complete the term of Terry Mizzen, Director and Treasurer, who resigned April 30, 2022. Mattew Au and who will stand for re-election to the ONRC Board in April 2025.
• Recruited and elected Guido Kelly, Pat Lenz, and Lori Stewart as Directors of ONRC for 3-year terms to fill vacancies by departures of Directors Gary Williams, Sue Mazziotti-Armitage, Shelley Gilbert who completed their 3-year terms.
• As of December 31, 2024, will be recruiting for a potential of three new Directors for election to the board in 2025.
• Reviewed ONCA Articles of incorporation and by-law revisions and made suggestions for the following incorporated Councils
  • PC Kent Deanery ( Approved October 2024)
  • SSVP Stores (Ottawa) (Approved November 2024)
  • SSVP: Hamilton West PC (approved December 2024)
  • SSVP: Lakeshore PC By-Law No. 6 (reviewed and requested changes pending) changes)
  • SSVP: St Francis, St James, Sacred Heart Conference Corporation, Frankford, ON (Belleville Store) (pending their review of ONRC Guidelines for ONCA Compliance and review of their status.)
  • SSVP: St. Michael's Conference, Dunnville (ongoing review pending submission of Articles of Amendment)
  • SSVP: London PC ONCA Articles and by-law (ONRC review completed, and revision suggestions provided, LPC preparing revisions to their By-law- pending).
  • SSVP: Guelph PC (pending review of ONRC Guidelines for ONCA compliance)
• Ministry of Innovation, Science and Economic Development Canada, Corporations Canada is unwilling to correct their error of Incorporating ONRC separately rather than continuing ONRC out of Ontario as was requested in 2020. CRA recommended we get a lawyer to sort our dual status in Ontario and in Canada under separate business numbers.
• Blumberg Lawyers recommended that ONRC should reapply for Continuance out of Ontario and keep our Ontario Business Number [OCN] 625383 in the federal jurisdiction under CNCA and revise our Articles of Incorporation (amendment is minor) and our by-law # 4 to update to good practice under CNCA.

Focus of Activity in Fiscal Year 2025

• Complete the process of Continuance out of Ontario to the federal jurisdiction under CNCA and approve revised By-law # 5 for Board and Member approval at the 2024 AGM.
• Review and approve as required all Ontario Incorporated SSVP: Councils/ Conferences Corporations who are revising Articles and By-laws to comply with the ONCA now in effect since October 2024.
• Survey all incorporated and unincorporated SSVP Councils and Conferences regarding Insurance coverage and costs presently in place. Review province wide data with insurance professional advisors and if appropriate or required make recommendations to ensure all Vincentians whether in incorporated or unincorporated SSVP organizations are adequately insured.
• Recruit up to 3 new Directors for election to the ONRC Board in 2025.

Rob Greenaway
Chair
ONRC: Governance/Legal/Nominating Committee

---