Canada Not-For-Profit Corporations Act Implications for CAWA

Transcription

1 Canada Not-For-Profit Corporations Act Implications for CAWA Governance Recommendations and Discussion June 2013 Sport Law & Strategy Group Providing strategic insight to the Canadian sport community through professional services in these areas: Legal solutions Planning & Governance Strategic Communications 2 Perfect Storm of 2011 Not-for-Profit Corporations Act (replaces the Canada Corporations Act) affects all NSOs and MSOs Sport Canada Governance Principles affects federal funding Amendments to the Income Tax Act affects all RCAAAs 3

2 Rationale for New Legislation Strengthen member rights through increased accountability and transparency Improve efficiency Embrace new technologies Other provinces will follow (Ontario, B.C.) 4 Possible Approaches to the Perfect Storm Avoidance approach do the minimum to comply with the letter of the law Compliance approach do more to comply with both the letter and the spirit of the law Strategic approach leverage opportunity to review governance model and improve organizational performance this opportunity will not present itself again in our lifetimes 5 Accountability Features Members may pursue more judicial remedies Easier for members to requisition a meeting Members elect and may remove directors Members without voting rights earn right to vote on fundamental changes In some cases, member classes must vote separately 6

3 Efficiency Features NFP Act contains mandatory rules, default rules and alternate rules Bylaws can be slim as all the rules are in the Act Directors may change bylaws without approval of members, except for fundamental changes Industry Canada will be a storehouse, not a clearing house, for bylaws Changes to bylaws will take immediate effect There is no fee to transition and very minor annual fees 7 Impact #1 Membership Empowerment of members requires that we think carefully about who our members are: Streamline classes of members Don t have too many or too few in a class Eliminate non-voting classes of members 8 Impact #2 Board Structure The Act requires that members elect directors therefore: Ex-officio directors are prohibited Appointed directors are restricted Separate classes of members may elect separate directors 9

4 Current Membership & Board 4 classes of voting members and many classes of non-voting members. Board is presently 24 persons: Officers (6) PTSO directors (13) Directors representing CAWOA, CIS Coaches, Coaches and Wrestlers (one male, one female) (5) Objects/purposes very out of date 10 Key Principles for CAWA Governance A board that is fully elected by the members A smaller board that is efficient and responsive Staggered elections giving CAWA the flexibility to appoint 1 director each year An independent director (without ties to the sport) A management team (President, 2 directors, Executive Director) to provide link from Board to ED Clear roles among the Board, Executive Director and committees (Board Governance Policy) 11 Membership Proposals Option A PSOs Wrestling groups, clubs and programs (high school, club, CIS, elite) Officials as a group (CAWOA) Option B PSOs Individuals (athletes, coaches, officials, administrators) PSOs Option C Representatives of key groups Athletes Officials Coaches Alumni Others 12

5 Rowing Canada Aviron Rowing Associations (Clubs, PRAs, SAs) no change to current voting rights + Registered Participants Rowers, coaches, officials, administrators Honourary Officers Canada Basketball Class A Members no change from existing class of Active members (PTSOs) Class B Members slight change from existing class of Associate Members Male athlete rep Female athlete rep Associations, organizations and corporations that support the purposes and goals of Canada Basketball and that have been admitted as members pursuant to Article 2.7 (new) Athletics CLASS OF MEMBERSHIP There is one class of membership in the Association, namely Member Branches. A Member Branch is a provincial or territorial organization that is duly registered with the Association. There are also Associates (defined as individuals and organizations who are associated with the Corporation as described in Article 4.0 but who are not members of the Corporation ) in multiple categories.

6 Swimming Natation Canada The Corporation has the following two categories of Members: a) Provincial Section Members b) Special Interest Group Members listed as follows: i. High Performance Club Members ii. CSCTA; iii. Athletes Council; iv. Provincial Officials Directors Council; and v. Masters Swimming Canada Cross Country Canada Division Member An organization, association or corporation recognized by the Corporation as the sole governing body for cross country skiing in a Province or Territory, which is registered as a Member of the Corporation and has agreed to abide by the Corporation s By-laws, policies, procedures, rules and regulations. License Member An individual who has applied for membership directly with the Corporation, paid the appropriate fee to obtain a race license, and has agreed to abide by the Corporation s By-laws, policies, procedures, rules and regulations; Member means: Speed Skating Canada the organization which the Corporation recognizes in accordance with this By-Law as governing the sport of speed skating in each of the Provinces and Territories of Canada; and as a group and for the purpose only of exercising the voting rights assigned to being a Member under these By-Laws, the National Team and National Development Team skaters

7 Canoe Kayak Canada CKC is considering two classes of members: Paddling Disciplines (of which there are currently three), carrying an equal number of votes, likely as a block of votes. Paddling Associations (consisting of Divisions, PSOs, Clubs and any other associations involved in the sport of paddling), each carrying a single vote but then earning additional votes based on the number of participants they register directly. Canadian Lacrosse Association A single class of members comprising: Lacrosse associations having recognition as the governing body of lacrosse by a P/T government; A single lacrosse association representing First Nations lacrosse leagues, teams and clubs; and Such other lacrosse associations that do not fit within the definitions of a) or b), that are not a member organization of an association that fits within the definitions of a) or b), and that is approved as a member at the Annual meeting Board Proposal 9 to 12 persons President/Chair elected by all members # Directors elected by PSOs as a class of member # Directors elected by other classes of members 1 independent director (appointed) Option for an Athlete Director 21

8 Operational Structure Members Standing Committees Board of Directors (9-12) (Elected President/Chair, elected Directors, Independent Director) Management Team (3) Chair, 2 other directors Executive Director Operating Committees Staff 22 Thoughts on Timing Transition has to be complete by October 2014! This meeting get general consensus on the direction for membership and board structure Hold Special Meeting in Fall 2013 or Winter 2014 to make changes under the current legislation (Canada Corporations Act) Member approval of Articles, Bylaws and transition documents at AGM in June 2014 Compliance is imperative! 23 Questions and Discussion 24