Evidence of meeting #7 for Industry, Science and Technology in the 40th Parliament, 2nd Session. (The original version is on Parliament’s site, as are the minutes.) The winning word was corporation.
A recording is available from Parliament.
General Counsel, Canadian Red Cross Society
We appeared in February 2005 on Bill C-21.
Conservative
Mike Wallace Conservative Burlington, ON
So you have been here before. You've made suggestions. Maybe not all of your suggestions have been incorporated, but you have made suggestions before.
That leads me to my next question for Imagine. You say in your brief that the bill has not benefited from the consultation process with organizations who will most be affected once it's passed.
Since this has been around for almost a decade, can you justify that statement? I don't understand.
Partner, Miller Thomson LLP, Imagine Canada
I think the task force comment on that is that the consultation that has occurred to date has been in a forum similar to this. Everyone has been very supportive of that. But Imagine and other sector groups have been concerned that the actual bill itself doesn't really accurately reflect the character of the sector, and that somehow that hasn't come through the process. It might have been easier to have that come through the process with a consultation within the ministry, in addition to this, to support the work here.
Conservative
Mike Wallace Conservative Burlington, ON
On your appendix 1—I'm sorry, but you presented it, so I'm asking questions from it—the national non-profit sector task force that you have here, that's Imagine Canada's task force, I'm assuming. Is that correct?
Vice-President, Operations, Imagine Canada
We put together the task force, yes.
Conservative
Mike Wallace Conservative Burlington, ON
And when did that start meeting? Is that just a recent development or has that been around for a while?
Vice-President, Operations, Imagine Canada
It's been around for a while. Its membership has changed.
This task force, or a version of it, also commented on the Ontario not-for-profit corporations legislation as well. I don't know whether you're aware of the process that took place with that legislation—
Vice-President, Operations, Imagine Canada
—but there were consultations that took place before the bill was ever introduced, I guess you would say at the ministerial level, and we did consultations in a variety of different communities. Non-profit organizations in those communities came to be heard at those meetings, so it was a very different type of consultation process. And at that point the bill wasn't written yet; it was more, “If we were going to do this or that, which would you prefer?”
Conservative
Mike Wallace Conservative Burlington, ON
Okay.
I have a couple of questions about your recommendations. If I have further questions, I may call upon you later. But first, on the voting rights, I just want to be clear on something.
I've been involved with numerous non-profit or charity organizations, including a political party. Telling my members that they couldn't vote would be a difficult thing to do. Your concern is that membership now in many volunteer organizations is so...I don't want to say “simple”, but it's not the structure that it might need that...not everyone should be entitled to vote.
I've been on an economic development organization that was volunteer--but only board members on it got to vote. Not every member got to vote.
Your concern here is that the legislation says that everyone who is technically a member gets a vote. Is that basically what you're telling me here?
Conservative
Vice-President, Operations, Imagine Canada
What we would like to see is that the non-profit corporation itself can decide what the various classes of membership should be and which of those classes should be entitled to a vote.
Conservative
Mike Wallace Conservative Burlington, ON
Okay. I don't know if what you're telling me is factual. I'll have to check on that. I'm just using what you're giving me.
Conservative
Vice-President, Operations, Imagine Canada
Actually, Susan says it's slightly more complicated than that.
Partner, Miller Thomson LLP, Imagine Canada
It provides for the ability to have different classes of membership, and you can call some of them “non-voting”.
Partner, Miller Thomson LLP, Imagine Canada
But then, for certain particular purposes, the statute says they have to vote separately, as a class. It's like they have a veto right.
Conservative
Mike Wallace Conservative Burlington, ON
So if the organization was closing its doors, every member would get a vote on it?
Partner, Miller Thomson LLP, Imagine Canada
I think it's in that circumstance, and there are a couple of others where there is substantive change. It's more like a veto right that is given to a group that historically would not have done that.
Conservative
Mike Wallace Conservative Burlington, ON
Just for my own edification, it says “eliminate the two-tier approach”. Now, two-tier means some things to me in some sectors, but I'm not exactly sure what it means in the voluntary sector.
I like recommendations that give actual changes to the legislation so I can see them. What are your thoughts on this?
Vice-President, Operations, Imagine Canada
I think the title may be misleading there.
Partner, Miller Thomson LLP, Imagine Canada
It's the concept of this distinction between soliciting and non-soliciting. The act all of a sudden brings in this new concept. If it's just to set up a non-share capital corporation and it's not dealing with whether you're a charity and what kind of a corporation you are--you're just a non-share capital corporation--that would be a facilitative corporate act. It adds this concept that if you're a facilitating corporation, there are different audit requirements. There are different requirements for directorship.
So it introduces this new category of corporation--