Madam Speaker, today we are talking about Bill C-4, An Act respecting not-for-profit corporations and certain other corporations. It is clear that, on the surface, this bill seems to be a good one. The Bloc Québécois will vote in favour of the principle underlying this bill.
I listened to the preceding comments. This bill provides a framework for organizations and helps them get organized. It updates an archaic law. Our community organizations need more money, but we do not recognize their true value any more than we do that of not-for-profit organizations. If every not-for-profit organization and every volunteer ceased operations or quit tomorrow, our society would crumble. They keep our social fabric intact. That is why it is a good idea to update the legislation governing them.
This bill is at second reading. I hope that it will get to the committee stage so that the members who are on committees can study it in great detail to ensure that, on the one hand, directors of not-for-profit organizations can enjoy a certain degree of flexibility and openness, and that, on the other hand, the administration of these organizations is transparent.
Bill C-4 modernizes the current Canada Corporations Act. It will consider the financial means and the size of the organization in determining management standards. As the minister said, it will also provide a flexible framework for financial reporting and the establishment of internal bylaws for the organizations it governs.
Not-for-profit organizations need to be more efficient and transparent. We also have to consider the fact that, when a not-for-profit organization asks the minister to be recognized as such, there is a great deal of discretionary power. It looks like this bill eliminates the minister's discretionary power, and that is something we really need.
There is a reason the new Bill C-4 was drafted. Over the past few years, many not-for-profit organizations, as well as the Canadian Bar Association, have examined the problems the archaic law created for not-for-profit organizations. They wanted legislation that was more consistent with the needs of modern not-for-profit organizations. They asked the government to rewrite the legislation, so now we have Bill C-4.
The goal of this bill, according to the minister, is to establish a more modern and transparent framework for these organizations. The operational framework for not-for-profit corporations would be similar to corporate governance under the Canada Business Corporations Act. That is not a bad thing. Quite often, having an archaic piece of legislation regarding not-for-profit organizations means that we have not listened to their requests and priorities.
In more concrete terms, this bill will simplify the incorporation of not-for-profit organizations; clarify the rights and responsibilities of directors, which is an excellent thing itself; and will establish defences for officers and directors in the event of liability. Today, directors, who are quite often also the employers in not-for-profit organizations, are subject to all sorts of grievances and to all sorts of laws that employees or suppliers can use to get them into serious trouble. It is good that they can have more solid defences.
The bill will provide members with increased rights to contribute to the governance of their organization. Perhaps the committee should focus more on this point. That would respond to the requests from some of my colleagues who have said that organizations and their members must have a little more power. The bill will establish a better mechanism to oversee the organization's accounts, leading to transparency.
However, and I would like to draw the House's attention to this point, according to the Canadian Constitution, management of the social economy, volunteerism and community activities fall under provincial jurisdiction. It is important to note that the federal government only has jurisdiction over organizations that do not have provincial purposes. The committee must examine this aspect in order to discern if this bill oversteps its area of jurisdiction and infringes on provincial jurisdictions, namely those of Quebec. At present, the section of the Canada Corporations Act states that the federal minister may grant a charter of incorporation if the corporation thereby created pursues objects of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or other. However, these activities must be under the authority of the Parliament of Canada.
We note that clause 4 of the new act does not require a non-profit to state its intended purpose in its articles of incorporation. Thus, it is important that the non-profit's purpose and specific mandate be clearly identified in its articles of incorporation in order to ascertain whether the organization is involved in the jurisdictions of Quebec or of other provinces. It is extremely important and the committee will have to examine that issue.
I am only going to discuss a few clauses of the bill, those that, in my mind, apply to the day-to-day operations of community organizations.
First, part 1 of the bill provides for the incorporation of organizations without share capital for the purposes of carrying on legal activities. That is what the current law permits; there is not much difference. It defines the concept of a soliciting organization as one that solicits funds from the public or a government or any organization that receives private donations or government grants. That is found in part 1.
Part 4 requires organizations to prepare and maintain accounting records. That is very important. I was saying earlier that this bill provides a clear framework for managing a non-profit organization.
Quite often, not-for-profit corporations that have been established for many years must suddenly hold an annual general meeting and change directors. Then the director wants to change certain aspects of the organization's mandate and objectives. The bill establishes a framework in which books must be kept, directors named, and membership lists made available. Thus, there is an obligation for transparency.
With this, transparency is mandatory. First of all, books must be kept, along with a list of the members and directors, and people must be able to access those documents. Quite often, in a not-for-profit corporation, such as an MS society, for example, people are overseen by directors who themselves have MS. Sooner or later, however, their strength will decline. The organization will have to change directors or will no longer have a director. Then what will happen?
The members of such organizations must be known, so that they can be called upon and consulted when it is time for someone else to take up the torch.
Part 5 permits organizations to borrow funds, issue debt obligations and make investments as they see fit. Some not-for-profit organizations have money for research and other purposes. For instance, if a fundraising event is organized for a spinal cord foundation and $200,000 is raised, can that foundation take that money and invest it in research? This gives them a guarantee. It opens a door for them. It gives them both transparency and freedom.
Part 9 stipulates that the organizations must have at least one director and, in the case of soliciting corporations, three directors. That is the minimum. That ensures honesty within the organization and also gives people who support the cause and give money to the organization much greater confidence in the directors. As a result, people will know that there is not just one individual who knows the books and could pocket the corporation's money.
The bill also clearly sets out the obligations of directors and organizations as well as the due diligence defence. I mentioned that earlier. Due diligence clearly states the duties, obligations and responsibilities of the general directors of a not-for-profit foundation or organization. It also gives them a safety net. At present, anyone could suddenly accuse directors of lining their pockets. Directors are not protected from that. And it could just as easily be either true or false. Imagine the ordeal those people have to go through if it is false. They cannot defend themselves; that opportunity does not exist. This measure will afford them a certain amount of security.
Directors and officers of NPOs 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.
There are many kinds of not-for-profit organizations. Some of them demand huge numbers of hours, huge amounts of energy and listening skills from their volunteers, officers and directors. Quite often, these people are tired and are subject to all sorts of weaknesses and they can be subjected to all sorts of allegations.
Often they work with people who are ill, as well, so they need an established or set management framework for their own protection. As well, not-for-profit organizations cannot always afford lawyers to help or advise them in certain cases. A framework gives them some security.
Another extremely important aspect of this bill is part 10, which provides that an organization's by-laws must set out the conditions of membership. I am talking not just about all the rules for being a member of a not-for-profit organization, but also the rules for holding meetings of the membership.
As I said, often, these people work in difficult environments, and they are not as procedurally oriented as we are here in this House, so they need some guidance. They want to do everything they can, but they do not always have accountants or lawyers to help them. Part 10 lays some ground rules, which are good to have.
Part 11 provides that an organization must make its financial statements available to its members. This is extremely important. When organizations are transparent and open and make their books available, they are less likely to be criticized, and people often have questions about an organization's financial situation, whether there is money to carry on or invest, or simply what the organization is doing. It is only natural that organizations, especially NPOs, should disclose what they have.
In my opinion, part 12, which pertains to financial reviews, has to do with to confidence in the directors. Small not-for-profit organizations cannot afford to pay an auditor, so they will often work with accountants who provide their services free of charge as a way of giving to the organization. It is their way of helping the organization. Of course, large organizations like the United Way—which raises $8 million, $10 million, $15 million, $20 million or $100 million, I would imagine—must be audited, but their situation is different.
Part 14 describes the process for liquidation and dissolution of a corporation incorporated under this legislation. That is very important. Once, in my little corner of the world, in my region, a local organization had to close its doors when a regional organization took over. What is to be done in a situation like that? I should point out that not-for-profit organizations do not necessarily have the means, the physical resources, or the staff needed to liquidate or dissolve the corporation. This bill provides guidelines for that process.
Part 16 covers protection and security. It sets out the offences and penalties imposed in case of an infraction, particularly with respect to false and misleading statements and the misuse of information from a list of members or other register kept by the organization. Every NPO administrator must inform the organization's members, administrators or shareholders, as the case may be, of this provision. Members' names must not be given to other organizations, such as businesses, that might misuse them.
This bill is very important. The committee will have to examine this matter as well as the constitutional issue with respect to encroachment on provincial jurisdiction.
The committee will have to examine whether this bill provides enough flexibility and permissiveness to not-for-profit organizations to allow them to grow transparently and accountably in the best interest of the people who use the services.