Mr. Speaker, it is a pleasure to rise in the House today in order to discuss the strengths and weaknesses of Bill C-21 respecting not for profit corporations and other corporations without share capital. The bill is also to be known as the Canada Not-for-profit Corporations Act. This legislation will replace parts II and III of the Canada Corporations Act.
The government's intention in drafting Bill C-21 is to make it “easier for Canadians in the voluntary sector to take advantage of the protections offered by incorporation”, according to a November 17 release from the Department of Industry.
In short, the implied aim of Bill C-21 is to provide corporate directors with a better idea of their duties and responsibilities and to provide said officers with better protection against liabilities.
Other provisions of this legislation include improvements on financial oversight of the corporations and better member participation in corporate governance.
As I am not a lawyer, I must ask, what does all this legalese mean?
Officials from the department have assured my office that this legislation will make it easier for volunteers, especially those in small organizations, to incorporate and to become involved generally because their rights will be spelled out with respect to decisions by their own executives that have an impact on them.
Assuming this to be true, it is music to my ears. Giving grassroots a say in their own future has long been a trademark of Canada's Conservative political parties. It is nice to see that the enhancing of the rights of members to participate in their own organizations has made it into Bill C-21.
Perhaps the Prime Minister could read over the applicable clauses of Bill C-21 and work on his own democratic deficit in his own government.
Bill C-21 is also designed to provide “the accountability and transparency necessary to maintain public trust and confidence in the not-for-profit sector”, according to the Industry Canada November 15 new release.
Accountability, transparency and public trust are all important democratic concepts that this government across the way needs to work on, but I digress.
One of the most important stated features of Bill C-21 is the protection it says to provide to faith based corporations. It is my understanding that this legislation aims to prevent activists from using corporate law as a sword to attack faith based organizations for, among other things, not performing same sex marriages. This protection, if real, will surely be welcomed by faith based groups.
My fellow hon. members are constantly presenting petitions in the House calling for the definition of marriage to remain the voluntary union of one man and one woman to the exclusion of all others, a position which I am on the record as supporting.
The millions of Canadians who support the traditional definition of marriage will be relieved if Bill C-21 provides a small measure of protection to such a crucial social institution in Canadian society.
For those volunteers watching from home, the faith based defence is found in clause 251 of the bill. Without reading all the subclauses under clauses 250 and 251 in the interests of time, it is important to note that paragraph 251(2)(c) states the court may not make an order to redress a corporation's oppressive or unfairly prejudicial action that disregards the interests of any shareholder, creditor, director, officer or member if:
(c) it was reasonable to base the act or omission, the conduct or the exercise of powers on the tenet of faith, having regard to the activities of the corporation.
This of course means a religious corporation.
It is not beyond the realm of possibility that a member of a religious corporation or affiliate thereof might feel oppressed because the faith based organization does not support same sex marriage. It remains to be seen how the courts are going to define the word “reasonable” in this context. If I may note, this subclause may need some strengthening when it goes to committee.
I can understand why the government would want to modernize legislation in order to expand governance for not for profit corporations since the Canada Corporations Act was last substantially amended during the first world war in 1917.
For example, it is a good thing to provide directors and officers of corporations better protection against liabilities, especially with the defence of due diligence. However, if this legislation means that in the end corporate directors will have to pay for thousands of dollars in directors' insurance, this requirement will create a dampening effect on the volunteer recruitment and sustainability of existing members.
It is a common practice that men and women involved in volunteer organizations to improve the life of their community often wear more than one hat. A person may be a member of the local volunteer fire department, the local golf or curling club and the Lions Club or the Kinsmen. The Royal Canadian Legion and other organizations are common in my riding. The federal government should not require that these volunteers take out directors' insurance, especially at a time when volunteer groups are in need of more members.
The work that volunteers provide to communities in my riding of Saskatoon—Humboldt is very important. Let me give an example. I was reading in the Wakaw Recorder , a paper published in my riding, that volunteers are building an addition to the curling rink. Curling club bonspiels, raffles, concessions, sales and donations raised about $12,000 for the Wakaw Curling Centre to provide a new water supply and upgrade the curling stones.
It is time to recognize the sweat equity that volunteers such as these put in day after day, year after year, which improves the lives of Canadians in communities large and small across the country. It is for this reason that I stand here and voice my opposition to Bill C-21.
Even though the inclusion of faith based defence in the bill may offer some respite upon the assault upon traditional marriages across Canada, this is a very technical, complex bill. While legislation regarding not for profit groups needs to be updated, the complexity of Bill C-21, especially the blizzard of requirements that would be imposed on the volunteer sector, would make it harder for groups to attract new blood.
The classified ad section of any newspaper has columns of ads from organizations needing new members to help housebound seniors, volunteer for the local hospital, raise funds to build a new community hall or provide playground equipment. The need for volunteers and the time they provide out of already busy lives is at a premium.
Now, thanks to Bill C-21, not for profit corporations, the vast majority that are respectable corporate citizens, will have to change their bylaws, their constitutions and hire auditors and pay for liability insurance.
Second, I will note as a member of the Standing Committee on Industry, Natural Resources, Science and Technology that I do not believe this bill should be sent to committee before second reading. The government should have come to committee with legislation in draft form for review.
By Industry Canada's own admission, Bill C-21 is a complex technical bill. The bill needs extensive hearings and the industry committee needs to hear from a cross-section of witnesses representing the 18,000 federally incorporated not for profit corporations. Debate is limited to 180 minutes in the House. Under regular rules for second reading, there would be unlimited debate. What this government is doing is limiting debate.This is not fair to the democratic process or the millions of volunteers who would have to work under these heavy regulatory requirements.
Reference to committee before second reading allows this minority government to say to Canadians that if they do not like it they can take their current concerns about the bill to committee, thereby making the committee process the scapegoat in a minority situation. It is also a neat way of using up the committee's time.
The government had two options on how to handle a bill as complex as Bill C-21. The first was to send draft legislation to committee or, if the Liberal government believed in this creation, it should have had the courage to send it through the proper processes and allow all members enough time to make the legislation better.
It is for these reasons that I oppose the current Bill C-21.