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Thread: 8. POLICY DISCUSSION - Canada Revenue Agency NFP (Not For Profit Regulations)

  1. #21
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    My remarks reading a document:

    Definitions should include "Officer means ...".

    "5. Financial Year The financial year end of the Corporation shall be April 30 in each year." - Should it say when the year starts too?

    "8. Annual Financial Statements
    The Corporation shall send to the members a copy of the annual financial statements "
    - is this mandatory by the Act? Can it be posted online? or Limited to Governors (Members A)?


    A membership in the Corporation is terminated when:
    . the member dies or resigns;
    a. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
    - a numeration is missed for a "dies" item.

    "Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented." - Are you kidding? Where did disappear The Mover and the Seconder?

    "19. Cost of Publishing Proposals for Annual Members' Meetings
    The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting."
    - How much will be introduce the motion (aka hourly rate of Secretary + President)?

    20. Place of Members' Meeting
    Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

    26. Members' Meeting Held Entirely by Electronic Means - 20 +26 should go side by side.


    My suggestions:
    Rename Vice-Chair to Vice President
    Remove Past President, and replace it with a Tournaments Coordinator (Director).

    IMHO, the by-laws dismantle a Federation as an association of the Provincial organizations. Unless Articles will be presented too ("9. Membership Conditions
    Subject to the articles"
    .*-1

  2. #22

    Default Honorary Non-voting Members for Life??

    Hi Lyle:

    I agree that Life governors have earned our thanks and respect. But this need not involve giving them a non-elected vote for life.

    Does the new NFPA allow for "Honorary Non-Voting Members For Life (unelected)"??

    They would be like the old governors, able to attend meetings, join in debate, bring and second motions, etc. They just could NOT VOTE.

    Bob A

  3. #23
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    Quote Originally Posted by Lyle Craver View Post
    I've always been a supporter of the concept of life governors as I've felt it an accolade for some of our hardest working volunteers. As someone who has directed 100+ tournaments from club level through provincial and national championships I don't want to denigrate volunteers who didn't serve as CFC president but on the other hand having served on the Executive for a number of years know how much work doing a good job as CFC president entails. (Given my work commitments and knowing what's required to do the job right I've never been inspired to seek the job myself)

    However Ottawa seems to be dictating that the life governorship model is to be history so I now seek some alternate way of honoring these past Executives. I don't want to be sending these folks letters saying "Thank you for your past service but..." - to me that would be a gratuitous kick in the teeth.
    As far as I can tell Ottawa is not dictating that the life governors are to be history. Having an unelected (whether by the voting members or executive) past president on the board is not allowed. Having unelected past presidents as voting members IS allowed. In fact to change our present arrangement may require two thirds majority of all of the different classes of members.

    The following article entitled "The Members" gives a summary of the requirements and rights and responsibilities of members.
    http://www.ic.gc.ca/eic/site/cd-dgc....g/cs05006.html

  4. #24
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    Quote Originally Posted by Bob Armstrong View Post
    Hi Lyle:

    I agree that Life governors have earned our thanks and respect. But this need not involve giving them a non-elected vote for life.

    Does the new NFPA allow for "Honorary Non-Voting Members For Life (unelected)"??

    They would be like the old governors, able to attend meetings, join in debate, bring and second motions, etc. They just could NOT VOTE.

    Bob A
    Giving them a non-elected vote for life has already been done. The NFPA does not allow for "Honorary Non-Voting Members For Life (unelected)" and trying to add such a class would be a problem as even if you got it past the approval process then you would have created an additional class of members of which you would might require two thirds approval of any major change of the CFC bylaws and structure.

    The time to deal with these questions is right now, before the new act kicks in. It seems to me that quite a few people are sleepwalking through this discussion. If we don't resolve this by October 17th then on October 18th the CFC will cease to exist as a corporation. Our money and assets will belong to the federal government. There will be no governors, no executive and no CFC.

  5. #25
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    Quote Originally Posted by Egidijus Zeromskis View Post
    My remarks reading a document:

    Definitions should include "Officer means ...".

    "5. Financial Year The financial year end of the Corporation shall be April 30 in each year." - Should it say when the year starts too?
    No, there is no provision to put that in. The new financial year starts the day after the old one ends.

    "8. Annual Financial Statements
    The Corporation shall send to the members a copy of the annual financial statements "
    - is this mandatory by the Act? Can it be posted online? or Limited to Governors (Members A)?
    The financial statements can be posted online. I don't believe that you can limit access to just the governors.

    A membership in the Corporation is terminated when:
    . the member dies or resigns;
    a. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
    - a numeration is missed for a "dies" item.
    This is the way the bylaw builder generates the output. It is their glitch which we will need to be aware of when we create our version.

    "Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented." - Are you kidding? Where did disappear The Mover and the Seconder?
    We have the option of changing that to 5%, 4%, 3%, 2% or 1%. The default was 5%. No mention in the act of a mover and a seconder.

    "19. Cost of Publishing Proposals for Annual Members' Meetings
    The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting."
    - How much will be introduce the motion (aka hourly rate of Secretary + President)?
    We are going to continue to largely rely on email for our notifications so the cost of including notice will continue to be zero at least under this executive.

    20. Place of Members' Meeting
    Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

    26. Members' Meeting Held Entirely by Electronic Means - 20 +26 should go side by side.
    They should be side by side but I can only do that manually and not through the bylaws generated by the government website bylaw builder application.

    My suggestions:
    Rename Vice-Chair to Vice President
    Remove Past President, and replace it with a Tournaments Coordinator (Director).

    IMHO, the by-laws dismantle a Federation as an association of the Provincial organizations. Unless Articles will be presented too ("9. Membership Conditions
    Subject to the articles"
    That section is still a work in progress on my part. I think that it can largely be replaced using the present list of descriptions in our articles/handbook. At the moment I believe that we can largely preserve our handbook and articles but rewriting them to remove and replace references to the governors with references to voting members and references to executive with references to the board. I think that we have to set a timeline for updating the handbook after we get compliant with the new act.

    It seems to me that large parts of the handbook will continue to be relevant but we will have to do some work on them. There are currently many sections that really address a CFC that has passed out of existence many years ago.

    The provincial organizations are facing their own revamps of provincial not for profit acts at least in Ontario and I suspect also in a few other provinces.
    Last edited by Vladimir Drkulec; 01-07-2014 at 03:26 PM.

  6. #26
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    Although I haven't looked at the legalities of including life governors as voting members I believe that as a life governor I am at least as active as many of the other governors. Nevertheless I appreciate that some of the life governors are inactive and should have their privileges revoked. We should have a rule that life governors who do not participate in governors discussions for say one or 2 years are deemed to have their life governership lapse.
    Les Bunning

  7. #27

    Default Voting Life Members - Subject to Activity Rule

    Quote Originally Posted by Les Bunning View Post
    Although I haven't looked at the legalities of including life governors as voting members I believe that as a life governor I am at least as active as many of the other governors. Nevertheless I appreciate that some of the life governors are inactive and should have their privileges revoked. We should have a rule that life governors who do not participate in governors discussions for say one or 2 years are deemed to have their life governership lapse.
    Les Bunning
    Les:

    I will second that motion, subject to seeing the formal wording.

    When do you think it needs to be brought? Before the NFPA application or after?

    Bob A

  8. #28
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    Pierre makes a couple of points.

    Quote Originally Posted by Pierre Dénommée
    Life Governors are illegal under the new Act. No vote is required to get rid of them. Its like drug dealers, they are illegal and no vote is taken for removing them from the street.
    So far I do not see where the new legislation says this but I will take a closer look.

    Quote Originally Posted by Pierre Dénommée
    The current Act makes a difference between the Act of Incorporation and the Bylaws. The later can be changed without paying and the former cost 200$ per change.
    It seems to me that Pierre is right on this which means that much of my concern around this process has been significantly reduced. If we get it wrong it is not going to cost us large amounts of money to fix it.
    Last edited by Vladimir Drkulec; 01-07-2014 at 08:58 PM.

  9. #29
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    Looking at the list of life governors, I note that Les and Halldor are active contributors to the meetings, and definitely add value in their roles. Regarding the remaining 7 life governors, I do not recall any contributions from either of them in any of the meetings. If I am wrong, perhaps someone could correct me. Les's motion would reduce the number of Life Governors down to two. An argument could be made that if Life Governorships were revoked, then at the annual EOCA meetings it would be almost a formality if Les and Halldor submitted their names to be governors.

    If an activity motion was drafted, I would most likely vote in favor, but I personally think the concept of life governors is archaic. There are other ways to honor these people. A "hall of of fame" and free lifetime membership come immediately to mind. I don't think it would be an insult if Life Governors were eliminated as part of the restructuring process (perhaps Les and Haldor would disagree).

  10. #30
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    http://www.ic.gc.ca/eic/site/cd-dgc....g/cs04965.html

    Annex A
    Provisions in Letters Patent and By-laws Superseded by the NFP Act
    Show Table of Contents
    Because the old Act contained few rules, the letters patent and by-laws of your corporation likely include provisions relating to the following matters. In contrast, the NFP Act provides rules to deal with these matters that apply to all not-for-profit corporations. Consequently, the articles and new by-laws of your corporation do not need to set out these provisions.

    Do not include provisions dealing with the following matters:

    Statement that the operations of the corporation may be carried on throughout Canada: The NFP Act makes it clear that the corporation may carry on activities throughout Canada.
    Statement that the corporation is to carry on its operations without pecuniary gain to its members: Under the NFP Act, no profit can be distributed to members unless it is in furtherance of the corporation’s activities or is otherwise permitted by the Act.
    Removal of directors: The NFP Act provides that members may remove a director by majority vote at a special meeting. This reinforces the NFP Act rule that only members elect directors.
    Appointment of ex-officio directors: The NFP Act does not permit ex-officio directors (i.e., individuals who are directors by virtue of the office they occupy). Individuals, not offices, are elected by members to be directors.
    Powers of the board of directors to manage the corporation: The NFP Act gives directors the responsibility for managing or supervising the management of a corporation. This responsibility can be restricted in the articles.
    Annual meetings of members: The NFP Act requires that annual meetings of members be held. Written resolutions in lieu of a meeting are allowed.
    Enactment, amendment or repeal of by-laws: Ministerial approval will not be required to make a by-law effective.
    Appointment of auditor: The NFP Act requires members of a corporation to appoint a public accountant at the annual meeting. Members of a soliciting corporation with gross annual revenues equal to or less than $50,000 and members of a non-soliciting corporation with gross annual revenues less than or equal to $1 million can, by unanimous vote, decide not to appoint a public accountant.
    Report by auditor: The NFP Act specifies the types of financial review (audit or review engagement) that an auditor can conduct (see table).
    Financial Review Requirements
    Type of Corporation Gross Annual Revenues Default Financial Review Options Members Can Choose
    soliciting less than $50K Review engagement Audit or no review
    soliciting between $50K and $250K Audit Review engagement
    soliciting more than $250K Audit N/A
    non-soliciting less than $1M Review engagement Audit or no review
    non-soliciting more than $1M Audit N/A

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