Good afternoon, Mr. Chairman and members of the committee. It's certainly a pleasure to be here supporting Imagine Canada today.
Thank you very much, Madam Coady, for your inquiry. The bill, as it's tabled, contains a number of provisions that deal with what I would call significant changes to a non-profit corporation, whereby it is possible for a non-voting class of membership to be required to support a change. They are not all kinds of changes. They deal with dissolution. It's very technical--some substantive changes to do with dissolution.
The voluntary sector, as I think you all know, is made up of many different types of organizations that are structured very differently. The one thing that is, by and large, consistent—but for, perhaps, private golf clubs and some certain associations or sporting clubs—is that members don't have proprietary rights in the assets of the entity. The entity is structured for a public purpose, whether it be a charitable purpose or a non-profit purpose somehow. Many organizations choose to have members who have non-voting rights, for any reason, and in most instances when the entity has non-voting members, that's what those people want. They want to be able to say they support the organization, but they're really not interested in the governance question. A concern, I think, that is raised by the voting rights really comes to that, and it gets into that place where you may want to facilitate volunteers being able to say they're members, but these are not people who are interested in governance or in coming to an AGM or in supporting or not supporting things.
So are we making it simpler or are we complicating the way things are done with the non-profit?
I think the other issue that comes out on the voting rights is that in the for-profit corporations, voting rights and shareholder classes, which deal with how you own your proprietary interest in the entity, are in the articles of an entity, and they require certain separate-class voting, which is understandable because you can adjust the proprietary interest of the shareholder if you don't require that. Bringing that concept into the non-share capital world is perhaps part of the concern, because you end up perhaps making it more difficult for organizations to govern themselves and then make it more difficult for them to understand the system and how to make changes.
Currently, membership classes are in bylaws. They're not required to be in the incorporating document, and they don't have to be set out in a way that you have to file amending documents to change them. I think the way the act could easily deal with these things is to say, unless otherwise provided for in a bylaw, this will be the way you should do it, but give the entities the ability to structure themselves in a way that will make it work for what they are, if they're a sports club, if they're a charity, if they're a foundation.