Bill C-4 (Historical)

Canada Not-for-profit Corporations Act

An Act respecting not-for-profit corporations and certain other corporations

This enactment establishes a framework for the governance of not-for-profit corporations and other corporations without share capital, mainly based on the Canada Business Corporations Act.
The enactment replaces the “letters patent” system of incorporation by an “as of right” system of incorporation. The current requirement for ministerial review of letters patent and by-laws prior to incorporation is replaced by the granting of incorporation upon the sending of required information and payment of a fee.
The enactment provides for modern corporate governance standards, including the rights, powers, duties and liabilities of directors and officers, along with related defences, and financial accountability and disclosure requirements.
The enactment sets out the capacity and powers of a corporation as a natural person, including its right to buy and sell property, make investments, borrow funds and issue debt obligations.
The enactment sets out the rights of members, including the right to vote at a meeting of members, call a special meeting of members, advance proposals for consideration at meetings of members and access corporate records.
The enactment provides requirements for financial review by a public accountant and financial disclosure based on whether a corporation has solicited funds and its level of annual revenue.
The enactment gives the Director powers of administration, including the power to make inquiries related to compliance and to access key corporate documents such as financial statements and membership lists.
The enactment includes remedies for members and other interested persons to address the conduct of a corporation that is oppressive or unfairly prejudicial to or unfairly disregards the interests of any creditor, director, officer or member.
The enactment provides procedures for the amalgamation, continuance, liquidation and dissolution of a corporation and other fundamental corporate changes. The continuance provisions govern the continuance of bodies incorporated under other Acts and provide a power for the Governor in Council to require a federal body corporate without share capital to apply for continuance under the enactment or be dissolved.
The enactment modernizes the legal regime that applies to corporations without share capital created by special Acts of Parliament by providing that those corporations are natural persons, requiring the holding of an annual meeting and the sending of an annual return, and regulating a change of a corporation’s name and its dissolution.
The enactment gives corporations with share capital created by special Acts of Parliament and subject to Part IV of the Canada Corporations Act six months to apply for continuance under the Canada Business Corporations Act or be dissolved.
The enactment makes a number of consequential amendments to other federal Acts. It provides for a phased repeal of the Canada Corporations Act as corporations cease being subject to the Parts of that Act.

CANADA NOT-FOR-PROFIT CORPORATIONS ACT

[Keith Martin, Liberal, Esquimalt—Juan de Fuca, BC]

Madam Speaker, it is a true pleasure to speak today to Bill C-4, a way to assist non-profit organizations.

I also want to compliment you, Madam Speaker, for being the Deputy Speaker. I know Victoria is very proud, being from a neighbouring riding.

Mahatma Gandhi said that poverty is one of the worst forms of violence. We know that it robs a person's soul, and sometimes robs the desire to live, particularly if there is no hope or see any way or opportunity to actually get out of a poverty trap. In response to that, we have some 161,000 Canadian not-for-profit organizations, and 19,000 of them are under federal jurisdiction.

I would also like to salute that this represents some 12 million volunteers. These volunteers donate some two billion hours of their time free of charge every year. That is a staggering testament to the courage and charitableness of Canadians from coast to coast. There are about two million full time equivalents of people who are hired and who work in the not-for-profit sector, which represents some 11% of our economic workforce.

The budget actually neglected this very important part of our economy. The fact of the matter is those volunteers, those NGOs have a huge duplicative effect. Where they have that duplicative effect is in helping those who are most underprivileged in our society, giving them a hand out, and enabling them to be able to elevate themselves.

They feed those who are hungry. They clothe those who do not have proper clothing. They care for those who are sick. They donate their time to enable our environmental and cultural heritage to live on into the future. They are Canadian heroes, unsung, quietly going about their work, day in and day out, week in and week out, year after year.

In this bill, and in the budget, it neglects to deal with some of the fundamental problems that the NGO community faces in Canada today. To showcase some of the great non-governmental organizations we have, I started up a website. It is called Canadaaid.ca. I would encourage viewers out there to check out Canadaaid.ca.

This website actually showcases people here at home who are doing work in Canada and abroad, people like Gerald and Nicole Hartwig, who are building schools abroad.

The Compassionate Resource Warehouse and Dell Wergeland, who you know, Madam Speaker, being from Victoria, do an extraordinary job. They have sent hundreds of millions of dollars worth of needed supplies to those who are most impoverished in the world. They have done it all with volunteers, many of whom are actually our veterans.

What charitable organizations face is an overweening and excessive degree of reporting. They all agree that fair and accountable reporting must occur. Imagine being part of a small NGO, a small group of volunteers working hard to help those who are impoverished. What happens is they often have to pay thousands and thousands of dollars that has to come from their donations to pay for the overweening administrative obligations that are placed upon them, much of which is unnecessary.

The fact of the matter is that the CRA, Revenue Canada, is disconnected from the NGO community. It has not sat down and listened to their needs and worked with them to enable them to have a proper structure that they can report fairly, openly and transparently as to what moneys they are receiving and how they use them.

I would strongly encourage the Minister of National Revenue to sit down and encourage the bureaucrats to work with the NGO community. This is absolutely essential, if we are not going to choke the ability of NGOs to work and help those who are most underprivileged.

Also, I do not think the Canadian public is aware of this, but Revenue Canada had cuts, particularly in the charities branch. What happened was, in response to that, Revenue Canada let go a lot of its employees and rehired people who had less professional capabilities. What happened as a result of that is burnout amongst the people who could not handle the work, and charities were not able to engage Revenue Canada in a meaningful way.

The other side of this is right now we have overzealous members of Revenue Canada fanning out across our country. They are going after charitable organizations tooth and nail. They are driving them into the ground so much that they will have to close their doors. In fact, some of them have had to pay hundreds of thousands of dollars in accounting and legal fees to simply answer the questions that Revenue Canada has asked, most of which are completely useless and unnecessary.

In their zealous desire to go after these charitable organizations, they do not see are the downstream effects. They are hurting the very people who help those in need. Charitable organizations do the lion's share to help those who are most needy. Governments are not going to do it, and in many cases it should not. However, what has filled the gap are these large numbers of charitable organizations, working with minimal amounts of funds to do great things and massively expand the care they provide to those who need it.

This has absolutely become a crisis. I know full well that charitable groups in my riding are about to close their doors. The impact on those who are most impoverished will be quite significant.

I strongly recommend that the government implement the solutions in this bill, which are necessary for a streamlined, effective way to ensure that transparency within the NGO community.

The other thing the government ought to do is enable people to donate more to charitable groups. Right now, during this time of great need, during this time of the economic turmoil across our country, there has never been a greater time to encourage donations to the NGOs, which help those most in need. Right now for charitable donations up to $200, we receive a 15% tax credit. For donations over $200, it is 29%. It makes more sense, and I have a motion is this regard, to ensure that charitable organizations receive the same tax benefits as political parties. Donations to political parties receive much higher tax benefits than those given to charitable organizations. Why not make them equivalent?

Alternatively, the government could allow Canadians to donate up to $15,000 to charitable groups and receive a 50% tax credit. Anything above $15,000 would go back to the 29% tax credit, which is in effect now, for donating more than $200. This would inject adrenalin into the charitable donations. In fact, when we asked Canadians, and there were some interesting studies on this, if they were able to get a higher tax credit, would they donate more, 53% said yes. Why does the government not do this? It would provide a significant benefit, at minimal cost, with a huge multiplier effect for those most in need.

The other thing that could be done, and my colleague mentioned it before, is allow foundations in Canada to develop in a more fruitful way. The United States has much larger foundations, with more money. We could do that in our country. This would provide a huge benefit for the civil society sector to utilize funds to help those most in need and it would also to invest in the cultural and environmental legacy in our great nation, which would be beneficial for all of us.

Do members not find it an affront to common decency that people who make less than $20,000 a year pay tax? How do people survive on less than $20,000 a year? They cannot and as a result they get caught in the poverty trap. Why do we not amend the tax code? I know we could this because I spoke to our finance critic about it when we were in government. I have a private member's bill called the “Canadian low-income supplement”. The bill would ensure that people would get a $2,000 rebate, cash in hand, if they made less than $20,000 a year. That number would decline to zero at $40,000. This would put real money into the hands of those most in need. I strongly encourage the government to pursue that course of action.

On EI, my colleagues have provided solutions to increase EI benefits and decrease the amount of time that one has to work. I also encourage the following.

For those who have lost their jobs, we do not know whether the government will provide EI benefits for them. Just because those people lost their jobs before the budget went through, does it not make sense that those people, who have been victims of the global economic tsunami, should have the same economic benefit changes in the budget? We would like to see the government come clean on that. We think it is an act of fundamental fairness. Whether people lose their jobs next month or lost them two months ago, these people need help. They do not have money to survive.

My colleagues have introduced some very sensible changes, for a two year period of time. Those changes would help those most in need, and those people spend the money. They need to put food on the table. They need medications when they are ill. They need to pay rent. They need a roof over their heads. They need to pay their mortgages.

Furthermore, if people have houses and have lost their jobs, why are they ineligible to receive EI? They have mortgage payments. What are they going to do? Sell their house, and go where? Are they going to go on the street? Are they going to find a place to rent in our community, as an example, where the available rental units are less than one per cent? They cannot do it.

Our objective is to enable people to maintain as much of a reasonable standard of living as they possibly can during this economic turmoil so they will not be hurt, and hurt they can be, hurt they are.

On the issue of first nations, I have five first nations communities in my riding. In some of those communities, in which they have some really superb first nations leadership, the conditions in which those people live is frankly inhumane. Whether it is the Pacheedaht reserve or some others, in Sooke or Beecher Bay, we have some great leaders. Those people need to be encouraged, yet they are not, in part because of the following.

First, the government put a two per cent cap on funding for first nations communities. Does that make sense when the population of first nations communities is growing by more than two per cent? That does not even take into consideration the increase cost of our standard of living. It does not account for inflation. In effect, because of this cap, they are going backward.

Inflation alone is tearing away at that. Increased population growths will also tear away at that, so there is less money today than there was five, six or seven years ago. That makes no sense whatsoever. It is fundamentally important that the government release that two per cent cap and give the moneys needed, with a multiplier that is congruent with inflation plus population increases.

The implication of not doing this is the following.

Do members know that aboriginals families, and this is particularly offensive, receive between $2,000 and $9,000 less per child than non-aboriginal families? Why? What does that mean? It means that those children cannot have books. They cannot get computers. They do not get other school supplies. They cannot hire teachers. The schools are overcrowded. The infrastructure collapses. Some of the schools are toxic. We would not want to see any child trying to study in those schools. Frequently there are not even enough schools to train the kids. How can these children, many of whom are living in impoverished circumstances, get out of that poverty trap?They cannot.

I would also like to see the government look at the Indian Act and work with the AFN and other groups to modify the Indian Act, which is a racist document and a rock around the neck of aboriginal communities in their desire to develop. How can they possibly develop if we have that type of act? They have many more hurdles to overcome in order to develop, so how can they take care of themselves?

There is fabulous leadership in Chief Gordon Planes in Sooke and Chief Russ Chipps in Beecher Bay. They have some great initiatives that they would like to pursue, but they cannot because of the Indian Act and the obstacles it presents to them.

I was on the Pacheedaht reserve in my riding a little while ago. I could put my fist through the walls. There is mould, they are toxic and falling apart. This is in our Canada. Canadians often do not see this because we have to take a bit of a detour to look at it. I ask them to please look at this. See what is in our neighbourhoods and communities. Look at what we have in our country. They will find conditions rival to that in third world nations half a world away.

This is our Canada and it is a pox on our houses that this is allowed to continue. This cannot be allowed to continue. It must be addressed as issues of fundamental fairness and basic humanity. I would like to see the Minister of Indian Affairs go to these schools and clinics, take a look at the conditions in which these people live. I would like him to say that this cannot continue and work with first nations leaders to resolve this. Many of these reserves have extraordinary natural resources that can be developed, but it must be allowed to happen.

On the schooling issue, while there was some money for infrastructure for schools, which I complement the government on, they also need money for soft costs such as for the teachers, books, computers and access to schools. The children in the Pacheedaht reserve have to travel hours into soup to go to school, which means they cannot avail themselves of normal child activities and programs such as music, physical education and team sports that help to build them as they go through life.

It is fundamentally important for the government to grasp this. We are willing to work. We have some great people in the Liberal Party, and in all parties, who are very willing to work with the government to implement the solutions to address these issues, which are human and critical and which must be resolved as an act of basic humanity.

The public expects us to come in here and do things quickly, which we would all love to do. The frustration that I think all of us in the House feel comes from the desire and our willingness to address the concerns of our citizens, meeting the glacial pace in which things move around here. In fact, they move somewhere between glacial and full stop. That is how fast things move. However, the implication of that is the failure to address some very critical things. In 1998 the House passed a resolution for a head start program for children. This is the most fundamental and easiest way to have an important impact on our children.

In the last minute and a half I have, I want to talk about international affairs.

There are some wonderful people at CIDA. However, the government needs to resolve an internal issue in coordination. The treasury board needs to change in order to liberate CIDA so it may work on the necessary international development projects. Our government needs to look outside of itself and understand that Canadians have the willingness, desire and ability to deal with our fundamental and large international challenges, rooted, in part, in the millennium development goals and those objectives that we signed onto.

The three Cs, corruption, conflict and a lack of capacity, are not dealt with adequately internationally for many reasons. The failure to do that causes impoverished countries to continue in their poverty tracts. We have an opportunity to tap into Canada's capacity and the willingness of Canadians to donate their services to build up capacity in developing countries. We need to develop integrated plans such as building up primary health care systems in developing countries. Rather than looking at HIV-AIDS, tuberculosis and malaria, we need to work on building an integrated public health care strategy. We know the simple things have the most effective bang for the buck in development and improving population health. Corruption has to be dealt with by improving the public service. We have the ability to transform and translate our public service abilities to these countries.

In closing, we have a great ability within this House and our country to deal with the fundamental challenge of poverty here at home and abroad. I strongly encourage the government to work with the rest of us to tackle this inscrutable enemy of humankind.

[Libby Davies, NDP, Vancouver East, BC]

Madam Speaker, it is very nice to see you in the Chair. I know the people of Victoria are very proud of you being our Assistant Deputy Speaker.

Before question period I was talking about this massive bill of about 170 pages, Bill C-4, that deals with the regulation of not-for-profit corporations. In my comments I was talking about advocacy.

One of the problems we have with the bill is that it does not address the core issues and the critical issues that are facing non-profit organizations in this country. One of those issues is the need to deal with advocacy. I find it very interesting that somehow this has become almost a taboo thing because of restrictions from Revenue Canada because of the charitable status.

I do not know why it is that the notion of advocacy has taken on this very partisan, politicized meaning from the government's point of view. I am someone who has worked in the non-profit sector for many years before I was elected as a city councillor and then as an MP, so I am very familiar with the non-profit sector and how important it is in community development and building healthy communities. Advocacy is very much a part of that.

Even when organizations have charitable status, they should be able to do advocacy. There is nothing wrong with advocating for the people we represent and for whom we are working. This is particularly true in my riding of Vancouver East where we have many people who are very vulnerable and at risk, whether they are homeless, living far below the poverty line or drug users who have been very marginalized by our health care system and by criminal enforcement. Many organizations do incredible work right on the front line in helping people, not only with their daily needs of surviving and going up against the system, but also in advocating for people's rights.

To me, this is a very important function and a very important responsibility that is part of our civil society. It is part of our non-profit structure and part of the history that we have in the way not-for-profits work in this country.

Some not-for-profits simply deliver service and programs, which is exemplary and, of course, needs to be done. However, as I said in my earlier remarks, they and all groups lack stable, long-term and core funding. It is so hard for so many organizations now to survive. People are relying on whatever private donations they can get.

It is interesting to note that in the United States there is a much bigger system of private foundations that do provide huge support to charitable and not-for-profit organizations. In Canada, we have had more of a history of different levels of government recognizing the importance and value of non-profit organizations and actually providing public funding to them. That is a very legitimate thing and it is a very wise use of taxpayer dollars.

However, since the 1990s, every group we talk to, and I could talk to any number of groups in my community, whether it is women's organizations, housing organizations or people involved in legal services, they have all faced unbelievable cutbacks over the years. The erosion of government funding, particularly core funding, has had a very dramatic impact on the non-profit sector. It has left people scrambling to find little bits and pieces of money from this foundation or that foundation. Sometimes it is a matter of $5,000 or $10,000 to keep themselves going.

I wanted to raise that issue during the debate on the bill because it seems to me that the bill is so focused on the regulatory approach for non-profits that it is missing the huge issue of what we need to be addressing for the non-profit sector in Canada.

I think it is very unfortunate that we are debating this bill that was first introduced in 2004. It has certainly had a long history. Here we are debating this bill that lays out this mega-regime of Robert's Rules of Order and says that everybody is going to come under this regime.

What we should be discussing and what we should be doing, particularly in these economic times when so many people are falling behind and so many people who previously did not rely on organizations like food banks, legal aid or organizations that do advocacy, is helping those people who are now having to turn to those organizations to get the help that they need.

We are certainly now entering a very critical period in Canadian society where the economic recession is having this incredible impact on communities, people and families where before perhaps they were completely self-sufficient and they did not require the help and assistance.

One of the problems that we are facing in our community is the cuts in legal aid. There are a number of non-profit organizations that deliver legal aid services. In the best of times their parameters were fairly restrictive. There is money that goes from the federal government to the provinces for legal aid. This is very much a part of our judicial system and all Canadians should be guaranteed the right to access and opportunity to legal representation.

However, as these cutbacks have just come wave after wave, we are now facing a situation in B.C. where low income communities are being hit particularly hard. The organizations that are there, whether it is the UBC Law Student's Society that provides legal aid or the legal aid system itself, they are now under severe pressure trying to meet the demand as more and more people, who may have previously had their own resources to deal with the judicial system, are now unable to do so. That is a very serious situation.

In looking at this bill I know that other colleagues of mine in the NDP are very concerned about this bill. We are concerned about the scope of the bill. We are concerned about how far reaching it is and how it may dampen enthusiasm and the involvement of people. When we read the bill, the things that are required of people individually, as well as the organization in question if it falls under the mandate of this bill, are quite incredible.

We have a lot of concern about how broad a net this bill casts in terms of creating a system where organizations basically have very little choice to perform in a way that maybe they have evolved over the years. It seems to me that this idea that there is only one standard to uphold accountability or transparency is really quite false.

The fact is the vast majority of non-profit organizations are very democratic. They are transparent. They are accountable. It is in their very nature to do that because their very reason for being is based on community service. It is based on service to society.

Therefore, these organizations tend to be very open and straightforward about what they are doing. They have nothing to hide. It is not like there is some big multinational corporation that is involved in goodness knows what kind of financial transactions and trying to skim and move money, such as what we see in this financial crisis that we have before us now. Non-profit organizations are not really in that kind of game. They are in service to the community. Even the large organizations, whether they be the Red Cross or others, have a different kind of mandate.

One of the concerns that we have is that it may be necessary for us to see a framework of regulations that would ensure better accountability for some of these large organizations that do engage in business opportunities. It seems that this is now being cast over every organization that falls within the scope and the mandate of the bill, so we have a problem with that.

I did want to express the concerns that we have about the bill, but most of all I want to thank the incredible non-profit organizations in my community that provide an amazing service. I do not think I could do the job that I do if they were not doing what they do. We work in very close partnership with each other. We all need to recognize these organizations and what they do in our communities.

The House resumed consideration of the motion that Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, be read the second time and referred to a committee.

Canada Not-for-profit Corporations Act

[Libby Davies, NDP, Vancouver East, BC]

Mr. Speaker, I am very pleased to speak to second reading of Bill C-4, which deals with not-for-profit organizations. I would note first that the bill first surfaced in the House in 2004 under the then Liberal government. It was never dealt with and it came back as Bill C-262 in 2008 and here it is again. It has been about five years that the bill in various forms has been before the House of Commons.

I want to begin by speaking about the not-for-profit sector. I am very fortunate to represent a riding, Vancouver East, that has a whole diversity of absolutely incredible and amazing not-for-profit organizations, some of which would be under these federal regulations. They perform the most valuable service not only in our local community but nationally.

As we debate the bill we need to pay tribute and acknowledge the incredible value that the not-for-profit sector provides in this country. There has been a very long history in Canada of not-for-profit work. Whether it is in housing, cooperatives, delivery of services, volunteer work, or advocacy, there is a tremendous history in this country of voluntary organizations where people give their all and are literally on the front line delivering services and providing information to the citizens of Canada in many diverse communities.

It is very important for parliamentarians to recognize that if we ever put a price tag on the work that is being done in the voluntary sector we would be talking about billions of dollars. Certainly if these services and programs were being delivered directly by government, we would be talking about billions of dollars. We should recognize that the work that is done by not-for-profits in our communities is something that we benefit from. It is part of a strong civil society. It is part of a strong democratic society. Over the years the biggest struggle and challenge that not-for-profits have had is the struggle to stay in existence, not from a legal point of view, but from a financial point of view. Government funding has been withdrawn and we have seen government programs cut back, federally and provincially, and sometimes even locally, although most often it has been the local government that has had to pick up the slack.

The not-for-profit sector and our non-profit organizations have had to rely more and more on voluntary contributions and donations. They are always scrambling for money. The biggest issue facing the voluntary sector is not 170 pages of Robert's Rules of Order and a regime of putting everyone under one size fits all, it is the question of stable long-term funding. Long gone are the days when non-profit organizations could rely on core funding to continue with their core operations and then expand to whatever programs they were doing. Now every organization, I dare to say, spends probably one-quarter or more of its time writing grant applications, chasing down every small bit of money that they can in order to develop their programs.

In my riding of Vancouver East there are organizations that are literally on the front line. They are literally dealing with life and death situations. These organizations are democratic. They are transparent. Everything that they do is out there for people to see and to become involved in.

In looking at the bill, I have some very serious questions as to why we are so focused on a regulatory regime for not-for-profits when we are completely missing the point of what is the real crux of the issue for non-profits in this country. The NDP, in going through this 170 page bill clause by clause and looking at the incredibly detailed micromanagement requirements that are in there, these organizations will now have to go through various hoops and there are processes and regulations involving a lot of paperwork and reporting requirements. It is absolutely incredible. It is 170 pages of things they have to note and make sure are followed up.

I certainly have a concern that the bill in its current form will make it very difficult to attract new directors and volunteers in the not-for-profit sector. Anybody faced with this massive regulation would say, “I came here to do good work. I came here to make a contribution to my community. I came here to make good decisions. I came here to help people,” and all of a sudden that person is faced with having to deal with a massive bureaucratic regime, where one size fits all right across the country.

We have to seriously question whether or not the bill, if it is adopted in its current form, would have a counter-effect. Maybe it is being put forward from the point of view of transparency and accountability, but it may have the effect of turning people right off and asking why on earth they would get involved in doing this work when there are so many requirements and responsibilities.

I listened to the Conservative member say that the bill is about being transparent and more accountable. That leads one to believe that the status quo is not transparent and is not accountable. There are non-profit organizations that run into trouble. Any group in society from time to time may face difficulties. There are sometimes instances where there are criminal activities taking place. There are all kinds of legislation, measures and protections to deal with that, but the sense that somehow not-for-profit organizations are not transparent and accountable is a very false premise. I certainly want to put that to rest.

Another concern that we have about the bill is that it does not address the relationship between charity status, Revenue Canada and the issue of advocacy. This has been a long-standing debate. There are organizations that are very concerned about the severe limits that are put on them to do advocacy work. Somehow advocacy has become a negative word. It has become a negative component to the work that is done. However, what I see in my community is that the advocacy work, which does not mean that it is partisan, to uphold people's rights, whether it is in legal aid, housing or groups that have been very marginalized, is very important for the not-for-profit sector. This issue has not been dealt with at all.

Mr. Speaker, I see that you are getting up to tell me that the time is up and we are going to statements, so I will continue my remarks after question period.

[Judy Wasylycia-Leis, NDP, Winnipeg North, MB]

Mr. Speaker, I would first like to thank my colleague from the Bloc Québécois for his speech about Bill C-4. I have a question to ask him about the future of not-for-profit organizations. Clearly, in this economic crisis, the voluntary sector must overcome many difficulties in order to survive and grow.

I would simply like to know if the bill would strengthen the voluntary sector or if it would hold the sector back in terms of reaching its important goals. This is very important, especially in the current political climate. The voluntary sector has been dealt many blows by the Conservative government. It is critical that we have some ways of strengthening this sector.

[Robert Vincent, Bloc, Shefford, QC]

Mr. Speaker, I would like to thank my colleague from Alfred-Pellan for his very pertinent question. He saw the relevance of this file and of Bill C-4, which is no minor bill. Not-for-profit organizations have asked us to change and amend many points for the past 10 years because the current legislation no longer meets their needs. It must be updated. Today's reality is not the same as yesterday's.

My colleague is wondering if every point and type of organization must have a concrete goal and definition, be it in terms of heritage, sports or something else. These goals must be consolidated so that we are not all over the map as we have been and as we continue to be because the legislation has not been amended. I can assure my colleague from Alfred-Pellan that we will study his point carefully and specifically in committee.

[Robert Vincent, Bloc, Shefford, QC]

Mr. Speaker, since this the first time I have risen to speak since the session began, I would like to begin by thanking the people of Shefford for trusting in me for the third time to defend their interests in Ottawa.

For several years, a number of representatives of not-for-profit corporations have been pressing to have the Canada Corporations Act modernized. In the past decade, numerous people have taken part in consultations, while others have made written submissions to Industry Canada calling for rapid amendments to the Canada Corporations Act. In recent years, some people have expressed concern that the Canada Corporations Act is out of date and no longer meets the needs of the not-for-profit sector. Stakeholders have publicly called for reform of the act and, in 1999, the task force on the voluntary sector, which was created by the federal government, called for improvements to the regulatory framework governing this sector. Industry Canada's proposal to modernize the Canada Corporations Act forms part of the task force's plan.

In July 2000, Industry Canada released a consultation paper entitled Reform of the Canada Corporations Act: The Federal Not-for-Profit Framework Law. After releasing this document, the department held a series of round tables in cities across the country to look at the ideas in the document and consider various legislative options. The government then made concrete proposals to reform the not-for-profit corporations legislation.

On November 15, 2004, the Liberal government introduced Bill C-21, which never reached second reading. On June 13, 2008, during the second session of the 39th Parliament, the Conservative government introduced Bill C-62, which was similar to what the Liberals had tabled. With the hasty election call last September, this bill died on the order paper. On December 3, 2008, a similar bill was introduced for first reading by the Minister of State (Small Business and Tourism). Once again, it died on the order paper when Parliament was prorogued on December 4. Finally, the Conservative minister introduced the same legislation on January 28 as Bill C-4.

Since 2004, both Liberal and Conservative governments introduced various bills that all died on the order paper. In spite of everything, it is quite clear that there is a common desire on both sides of the House to modernize the Canada Corporations Act, especially since the bills introduced by previous governments have all been very similar.

To briefly summarize Bill C-4, its primary aim is to propose new legislation on not-for-profit corporations that would establish a more modern and transparent framework for such organizations. The operational framework for not-for-profit corporations would be similar to corporate governance under the Canada Business Corporations Act. The new act would gradually repeal the Canada Corporations Act and would replace parts II, III and IV of that act.

According to the minister herself, Bill C-4 will cut administrative costs facing not-for-profit corporations and will strengthen and clarify the governance rules that apply to these corporations. In more concrete terms, this bill will simplify the incorporation of not-for-profit corporations; clarify the rights and responsibilities of directors; establish defences for directors and officers in the event of liability; provide members with increased rights to contribute to the governance of their corporation; and establish a better mechanism to oversee the corporations' accounts.

Although the bill is complex, the new framework that will govern not-for-profit corporations should considerably simplify and clarify the role of these corporations in our society, both for their members and directors and for the general public.

It is exceedingly clear that extensive changes must be made to the Canada Corporations Act. For that reason, the Bloc Québécois is in favour of the principle underlying the bill. However, it is evident that some aspects of the bill must be examined in committee.

The Bloc Québécois supports this bill for a number of reasons. First of all, the process for establishing a not-for-profit will be considerably streamlined and much more transparent.

The act currently requires not-for-profit corporations to keep detailed accounts of their activities but does not require disclosure of these accounts. Bill C-4 requires not-for-profits to make their financial records available to their members, directors and officers, as well as to the Director. This will permit directors and officers to better manage and supervise the corporation, to monitor the financial situation of the organization between annual meetings and to ensure that funds are used only in the pursuit of the stated goals and objectives.

The bill also includes a provision to ensure a fair balance between transparency and accountability on one hand and privacy on the other. An organization can apply to the Director for an exemption from disclosing its accounts to its members.

The Canada Corporations Act currently allows anyone to obtain the membership list of a not-for-profit organization. The act sets out the possible uses of such a list. Bill C-4, Canada Not-for-profit Corporations Act, will give this right only to the organization's members, creditors and directors.

This provision will facilitate communication among members and enable them to better coordinate their activities; it will require administrators to maintain an up-to-date membership list, thereby further facilitating logistics and administration; and it will protect the members of certain types of not-for-profit organizations from the unauthorized use of such lists. The same provisions were included in the Canada Corporations Act to punish such offences. The problem would be resolved at the source by not making such lists public. Any person wishing to consult the list would have to sign a statutory declaration limiting the ways in which the list is to be used. The bill also calls for a fine of up to $25,000 or up to six months in prison or both for anyone using a list for unauthorized purposes. This reminds us of the CRTC's do not call list. We know that such lists have been sold for about $50 for 6,000 names. People wanted their names on the CRTC list because they did not want to be bothered by telemarketers. This provision would compensate for the cost of updating the lists by removing the requirement to make them available to the general public.

Directors and officers of not-for-profit organizations are currently exposed to numerous liabilities under the provisions of certain pieces of legislation including liability for environmental damages, liability for unpaid salaries, fiduciary duty, and liability for their own negligent actions. They should be relieved of those liabilities. Thus, the new legislation addresses the liabilities of not-for-profit directors.

Incorporation creates a legal entity that can be held liable. The organization will protect these people from personal liability when acting according to their responsibilities as defined in the legislation.

That is covered in subsection 37(1).

The bill includes a clear definition of the standards for diligence that do not hold a director liable if he or she has acted honestly and in good faith with a view to the best interests of the corporation.

That is covered in subsection 149(1)

Directors may use the defence of reasonable diligence, which gives them a remedy against unfounded complaints.

This is found in clause 150.1.

There are new provisions to indemnify directors against costs, charges and expenses incurred in respect of an unfounded proceeding or of incidents where the corporation believes the director's actions warrant indemnification.

These provisions are found in clauses 151.1 and 151.5.

The problem with this sort of provision is that highly qualified officers who know the system well might exonerate themselves by invoking the due diligence defence and thus make the members of the organization pay collectively for their errors.

With regard to efficiency, replacing the letters patent system, involving a sort of order signed by the minister, with an as of right system of incorporation makes it much easier to set up not-for-profit organizations. First, the discretionary approval process would disappear and the incorporation process would be simplified, giving corporations greater flexibility. This process would also be more efficient and less expensive, both for corporations and for the government.

Second, eliminating the obligation to have by-laws approved gives corporations the flexibility to create by-laws to meet their particular needs. It is high time the minister's discretionary authority in this area was abolished. This will increase not only the credibility of not-for-profit organizations, but public confidence in them.

I would also like to take this opportunity to point out the main issues the Bloc Québécois and many representatives of not-for-profit organizations have with Bill C-4 and the Canada Corporations Act. The Canada Corporations Act currently includes a classification system for not-for-profit organizations. The bill still does not include any mechanisms to correct this situation.

For the government, the new act does not need a classification system because the framework is permissive and flexible, allowing organizations to choose how to apply many provisions.

However, according to the national charities and not-for-profit law section of the Canadian Bar Association, not including a general classification system is a major flaw in this bill. It then becomes important to specify if the not-for-profit organization is charitable, mutualist, political or even religious, because they would be different. I am only trying to highlight various distinctions, but we believe that the committee should tackle this issue.

As well, section 154 of the Canada Corporations Act currently stipulates that the federal minister may grant a charter of incorporation if the corporation thereby created pursues objects “to which the legislative authority of the Parliament of Canada extends, of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like objects.”

But it appears that the proposed new legislation would not require a not-for-profit organization to include in its statutes the objects it intends to pursue, thus sidestepping the whole notion of specifying what action an organization can take in accordance with its goals.

Since we know that the federal Parliament only has jurisdiction over organizations that do not have provincial goals, this raises the following question: Why does the bill not include some provision to oversee what falls under federal jurisdiction? The Bloc Québécois feels that this question should be studied in committee.

These are legitimate issues that the Bloc Québécois is trying to defend.

Under section 92 of the Constitution, managing the social economy, volunteering and community activities falls within provincial jurisdiction. As set out in that section, all matters of a merely local or private nature fall under Quebec's exclusive jurisdiction.

I repeat; it is important to note that the federal Parliament has jurisdiction over only those organizations that do not pursue provincial objects. Section 92, subsection 11 of the Constitution Act, 1867 grants the incorporation of companies with provincial objects specifically to the provinces.

Accordingly, there seems to be a serious flaw in the bill and it must be carefully examined to avoid any potential conflict between the provinces and the federal government. The bill must be amended to limit its application to not-for-profit corporations that operate in several provinces, that have offices in several provinces or whose object comes under federal jurisdiction.

Adding these limitations is not mandatory per se. Constitutionally, the federal government does not have the authority to legislate in areas of Quebec jurisdiction. However, to avoid any confusion that could arise from the new wording of the legislation, it would be wise to include provisions limiting the scope of its application.

At the beginning of my speech, I said that, for some time now, representatives of not-for-profit corporations have been calling for amendments to bring the Canada Corporations Act up to date. For reasons of transparency, efficiency and fairness, the Bloc Québécois believes that these amendments are legitimate and essential. However, certain points need to be clarified in committee.

Whether on matters of classification or the jurisdictions of each level of government, we believe that the committee must provide clear answers. The representatives of not-for-profit corporations deserve to be able to work with a Canada Corporations Act that effectively meets their needs.

[Marc Garneau, Liberal, Westmount—Ville-Marie, QC]

Mr. Speaker, as my party's industry, science and technology critic, it is my honour to say a few words about Bill C-4, An Act respecting not-for-profit corporations and certain other corporations. This bill, you will remember, originated with the Liberal Party almost a decade ago in order to review the regulations and the governance rules of not-for-profit organizations.

As we know, this bill specifically concerns not-for-profit organizations; it would replace part II of the Canada Corporations Act and it would apply to some entities currently covered by part III of that act.

The bill would also provide for continuance of companies that were created by special acts of Parliament and subject to part IV of the Canada Corporations Act and, finally, it would repeal the Canada Corporations Act.

Bill C-4 was developed as a result of the previous Liberal government's commitment to the voluntary sector task force initiated in 1999 to modernize the governance of the non-profit sector. It proposes substantial changes to regulations going back to 1917.

Many of the corporate governance provisions, as well as many other provisions found in the bill, are modelled on the corporate governance provisions contained in the Canada Business Corporations Act, the statute that regulates federally incorporated for profit corporations; that is business corporations.

Generally speaking, this legislation is seeking to provide a framework for the modern corporate governance of some 20,000 federally incorporated not-for-profit organizations that include community, ecological, cultural and religious organizations as well as national charities and many others.

Since July 2000, and then again in March 2002, Industry Canada has shared its consultation reports while organizing new consultations across the country in order to discuss different reform alternatives.

Following the second round of consultations Industry Canada released a paper entitled “Reform of the Canada Corporations Act: The Federal Not-for-Profit Framework Law”. Two years later the Liberal Party introduced the first version of the non-profit corporations act as Bill C-21. The bill passed second reading, underwent three committee meetings, but did not reach a final vote before the election call in late 2005.

Under the Conservative government, the bill was reintroduced as Bill C-62 but only passed first reading before being lost in the September 2008 election call.

Bills C-62 and C-4 certainly do contain amendments to Bill C-21, as well as the definition of a “soliciting corporation”.

We are all aware that soliciting corporations receive part or all of their funding from public sources, whether by fundraising or other means.

I should point out that Bill C-4 is flexible enough to address the needs of not-for-profit organizations of all sizes effectively by introducing clearer rules and both accountability and transparency for the entire not-for-profit sector.

Overall, the bill introduces significant changes with respect to financial accountability, the rights and responsibilities of directors and officers, and the rights of members.

If passed, Bill C-4 will implement new rules on financial reporting based on the organization's annual revenue and sources of funding, new rules on standard of care for directors and new rules for direction liability, new rules that permit written resolutions in place of meetings and allow corporations to avail themselves of technological advances, also new rules permitting members access to certain information to monitor director activities and enforce their rights within the organization and a streamlining of the incorporation process and a reduction in the regulatory burden for the not for profit sector.

In other words, with this new bill, the sometimes endless and often complicated incorporation process will be streamlined and simplified.

Organizations will be able to fill out electronic forms and pay fees on line, and the current requirement that applications for incorporation are subject to a departmental review will be eliminated. This will make the incorporation process easier and faster.

The new office of director of corporations would replace the current system of ministerial review and discretion. This director would have administrative and regulatory functions and would be able to issue incorporation, amalgamation or dissolution certificates, investigate and make enquiries about compliance and access key corporate documents like membership lists and financial statements.

As stated, the new bill would also make significant changes in terms of financial accountability, the rights and responsibilities of directors, officers and members' rights. Improving transparency and accountability is a major objective of the new legislation through new rules on financial review and disclosure. All non-profits will need to make their financial statements available to their members, directors and officers in addition to the director appointed under the act.

Directors of soliciting organizations will have to make their records available to the public. This legislation will also improve financial accountability with new accounting audit rules. These rules recognize that not-for-profit organizations have different levels of revenue and different funding sources. All soliciting and non-soliciting organizations classified under the new legislation as having “significant” revenue will be subject to an accounting audit.

I want to point out that the stakeholders targeted by this new legislation supported the proposed changes during initial consultations, as did the witnesses who testified during the earlier committee meetings.

Strong support was given for the proposed reforms dealing with standard of care, due diligence defence, indemnification and insurance and limited liability of directors and officers. Some of the areas where there was less unanimity between those consulted included clarification of the rules governing non-for-profit corporations versus registered charities, whether there should be classifications under the bill that would stipulate different requirements based on the type of not-for-profit organization, whether it should be necessary to file bylaws and, finally, the level of auditing required.

The committee can certainly examine these points in detail. In the meantime, speaking as a person who has been involved in not-for-profit organizations, I must say that I support this legislation wholeheartedly.

I want to emphasize that my Liberal colleagues and I are eager to work with our colleagues on the government side to pass this important legislation, which has been a long time coming.

The House resumed from February 4 consideration of the motion that Bill C-4, An Act respecting not-for-profit corporations and certain other corporations be read the second time and referred to a committee.

Business of the House

[Jay Hill, Conservative, Leader of the Government in the House of Commons]

Mr. Speaker, we will continue with the opposition motion today concerning the possibility of growing trade protectionism in the United States.

Tomorrow we will carry on with the remaining legislation that the government scheduled for this week, Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, and Bill C-5, An Act to amend the Indian Oil and Gas Act.

Next week we shall begin and, hopefully, conclude debate at second reading of the budget bill. Following the budget bill, we will call Bill C-9, An Act to amend the Transportation of Dangerous Goods Act, 1992, and any legislation that is not completed this week.

Thursday, February 12, a week from now, shall be an allotted day.

Before I conclude my remarks, I would like to take a moment to thank all the opposition House leaders, whips and leaders for their patience, flexibility and cooperation while dealing with the budget bill. Although we do not see eye to eye on all of its contents, I appreciate the cooperation when dealing with the somewhat complicated process to bring such a measure before the House.

It does not benefit anyone to get bogged down on process but there is a benefit to the public when we can get to the substantive policy debate that the budget bill will offer and, ultimately, to ensure the timely disbursements of the benefits it intends to provide Canadians during these difficult times.

Despite the daily partisanship of questions period, this is clear evidence that if all of us work with the best interests of Canadians in mind, Parliament can work the way that Canadians deserve and expect it to.

Canada Not-for-profit Corporations Act

[Robert Bouchard, Bloc, Chicoutimi—Le Fjord, QC]

Madam Speaker, Bill C-4 does not include a classification system. The framework is permissive and flexible, allowing organizations to choose how to apply the relevant provisions.

Does the minister consider the lack of a general classification system to be a flaw?

[Diane Ablonczy, Conservative, Minister of State (Small Business and Tourism)]

moved that Bill C-4, An Act respecting not-for-profit corporations and certain other corporations, be read the second time and referred to a committee.

Madam Speaker, I am pleased to have this opportunity to speak to Bill C-4. This legislation will establish a new Canada not-for-profit corporations act. It will also transfer 11 corporations established in years gone by by special acts of Parliament to the Canada Business Corporations Act. It will then allow for the repeal of the outdated Canada Corporations Act.

This is a bill that touches all of us. I suspect that all members are active participating members, if not board members, of at least one not-for-profit corporation. Passage of this bill will result in the modernization of one of Canada's most important framework statutes. A new federal not-for-profit statute would act as the main 21st century vehicle for federal incorporation of not-for-profit corporations and other corporations without share capital. It would ensure that federally incorporated not-for-profit enterprises are governed by an up-to-date legislative framework that is flexible enough to meet the needs of both small and large organizations while providing the accountability and transparency necessary to meet the expectations of the Canadian public.

There is widespread recognition of the importance of strengthening Canada's not-for-profit sector, including the social purpose enterprises that form its backbone. These organizations are an important pillar of the economy as a whole. There are approximately 160,000 not-for-profit organizations operating in Canada. When universities, colleges and hospitals are included, the 2003 revenues of the sector were over $136 billion, up from $86 billion in 1997, a decade ago.

The not-for-profit sector is one of the country's largest employers, employing more than two million people who are supplemented by over twelve million volunteers. Of those 160,000 plus not-for-profit organizations, approximately 19,000 are incorporated under federal law. They range from community associations with just a few volunteers to national organizations run by professionals with multi-million dollar budgets. They will all benefit from the provisions of Bill C-4, the Canada not-for-profit corporations act.

Right now, these organizations unfortunately are not well served by the current law, the Canada Corporations Act, or CCA. The CCA has not been substantially amended for more than 90 years. The corporate world, even for the not-for-profit organizations, has dramatically changed over nine decades. Advances in corporate governance, communications technology and financial reporting demand that framework laws meet the exacting standards expected by the public and the corporations themselves.

The not-for-profit sector has repeatedly said that the current statute no longer meets its needs. For example, under the current statute, the incorporation process is slow and cumbersome. There are no provisions for amalgamating two or more corporations. There are no provisions for modern communications technologies. Financial accountability and transparency is inadequate. Directors do not have adequate defences against unwarranted liabilities. Members have few rights, and the list goes on.

Passage of this bill will in large part address these inadequacies and demonstrate the government's commitment to strengthening the sector. The Canada not-for-profit corporations act proposed in this bill has been modelled after the Canada Business Corporations Act, which is a modern legislative framework based upon 21st century principles and practices. The new NFP act will help to ensure a vibrant not-for-profit sector that supports Canada's economy.

Make no mistake, this is definitely a bill whose time has come. Stakeholders strongly supported proposals for a new statute during a consultation process that included three rounds of national consultations in the fall of 2000, the spring of 2002, and the fall of 2005.

Bill C-4 will bring about major improvements. Although it is not possible to list them all in 20 minutes, I would like to briefly review the main features of this reform.

First of all, the bill provides for the long-awaited modernization of the incorporation process. Currently the only way for a not-for-profit organization to be federally incorporated is through the issue of letters patent by the Minister of Industry. This process, which is mandated by the statute itself, is burdensome, lengthy and potentially expensive.

Bill C-4 will allow incorporation status to be granted quickly to any organization that has submitted the required forms, including articles of incorporation and fees. The act will allow corporations broad discretion in setting themselves up and conducting their day-to-day affairs. In particular, they will be able to tailor their bylaws to suit their individual needs.

Under the current statute, there are many prescriptive sections about how an organization must conduct its affairs. The new statute will allow them to focus on what they do best.

A second modernizing feature of the bill is the area of electronic communications to facilitate member participation in corporate activities. Electronic communications is one of the most essential tools of the modern corporation. It speeds up the ability to gather information, make decisions and ensure those decisions are implemented.

In the context of not-for-profit corporations, it can cement the relationship between the corporation and its members, many of whom may be hundreds or even thousands of miles away. As a result, the bill will allow electronic communications between the corporation and its members, including the ability of the corporation to hold meetings entirely by electronic means if members wish.

In recent years, the need for business enterprises to be transparent and financially accountable has increased. This need exists in the not-for-profit sector as well, because they must establish and maintain a high level of public confidence in order to succeed. Bill C-4 addresses the need for financial responsibility with the introduction of a flexible set of rules that can be tailored to meet the needs of individual corporations.

Canadians expect that corporations that benefit from government grants or public generosity should be more transparent. Thus corporations funded by public donations or government grants must adhere to more rigorous requirements respecting the review and disclosure of financial statements.

In addition to making their financial statements available to their members, a requirement for all corporations under this bill, publicly funded corporations would be required to submit their statements to the government, which in turn will make them available to the public.

Another issue that has been addressed in this bill is the question of the liability of directors and officers. The present act contains unclear and inadequate standards for the rights, duties and responsibilities of directors and executives of non-profit corporations. That is a major source of concern for the non-profit sector.

Bill C-4 provides clear, objective standards of diligence based on modern concepts of corporate law. Under Bill C-4, directors and officers will have an explicit duty to act honestly and in good faith in carrying out their duties.

They will also have a clear defence against undue liabilities, including a due diligence defence. This defence, which is well known by the legal community and the courts, is a standard feature of other modern corporate statutes. In essence it states that if a director or officer acts with the care, diligence and skill that a reasonably prudent person would exercise under like circumstances, he or she would have a defence against a liability claim.

The bill would also allow corporations to pay defence costs when a director is accused and would allow for the purchase of liability insurance.

These measures are of particular importance. Not-for-profit corporations have been saying for years that because of liability concerns, they often have difficulties in attracting and retaining good directors, who are often volunteers. This bill will go a long way toward alleviating their concerns.

Bill C-4 provides members with a number of remedies in the event of a dispute with the management or directors of a corporation. These are well known to corporate law practitioners, as they are found in most other corporate statutes, including the Canada Business Corporations Act. They include court-ordered investigations to look into possible corporate malfeasance, including fraud and environmental issues among others.

The new act also introduces to the not-for-profit world the concepts of an oppression remedy and a derivative action.

The bill recognizes, however, that because many voluntary and non-profit corporations active in Canada are faith-based, it is vital that the courts not become a battleground where their tenets of faith can be challenged. Accordingly, the bill excludes the use of the oppression remedy and a derivative action when the court is of the opinion that the action being challenged is based on a tenet of faith.

This bill does not deal only with not-for-profit corporations. There is one other important component of Bill C-4: the transfer of jurisdiction of 11 special-act-of-Parliament business corporations from part IV of the Canada Corporations Act to the Canada Business Corporations Act, or CBCA. Bill C-4 therefore also benefits those few profit-generating corporations that are subject to the Canada Corporations Act.

Similar to the sections of the CCA that deal with not-for-profit corporations, this part of the act dealing with special-act business corporations lacks modern corporate governance features. The corporations subject to these provisions should be given the opportunity to operate more efficiently and effectively in today's global marketplace. By moving these 11 special-act business corporations into the CBCA, the bill gives them that opportunity. The CBCA is the main statute governing business corporations existing under the federal laws of Canada. It is a state-of-the-art statute that provides a proper accountability framework by defining the rights and responsibilities of directors, officers and shareholders. The CBCA also contains provisions relating to corporate finance, trust indentures, insider trading, financial disclosure and other forms of corporate transactions. With the passage of this bill, these modern corporate governance features will now be available to all these special act business corporations.

In closing, I want to emphasize that Bill C-4 is good for the Canadian economy. It will allow not-for-profit corporations to be more efficient and effective in the modern Canadian economy. Bill C-4 will also reduce the regulatory burden on these corporations. The new not-for-profit act is far less burdensome.

Once Bill C-4 becomes law, and after a three-year transition period, it will be possible to repeal the entire outdated Canada Corporations Act.

Bill C-4 springs from the need to replace an 18th century piece of legislation with a modern framework that reflects the imperatives of the Canadian economy's diversity and the changes that have come about in recent years. It directly addresses these issues, and what is more, provides a solid basis on which healthy, dynamic, well-run not-for-profit corporations may flourish.

I urge all members to support this important legislation.

[Diane Ablonczy, Conservative, Minister of State (Small Business and Tourism)]

moved for leave to introduce Bill C-4, An Act respecting not-for-profit corporations and certain other corporations.

(Motions deemed adopted, bill read the first time and printed)

Canada Not-for-Profit Corporations Act

[Diane Ablonczy, Conservative, Minister of State (Small Business and Tourism)]

moved for leave to introduce Bill C-4, An Act respecting not-for-profit corporations and certain other corporations.

(Motions deemed adopted, bill read the first time and printed)