Amgine wrote:
Ray Saintonge wrote:
He insists on references to the Canada Business
Corporations Act (CBCA)
even though it has nothing to do with what we are trying to do.
According to the lawyer I referenced, if it's published by the
government on their website, it is the current rule.
The fact that something is published on a government website does not
make it a rule. The page you are refering to is nothing more than a
series of suggestions. The circulars published by the government in an
attempt to explain some aspects of law are not legally binding in any
way. To be sure, they would not be making clearly illegal suggestions.
If we wish to wait until some other law is in force,
then we should
write for that law and wait until it is in force.
While I would support waiting, that is not the immediate issue. The
simple fact is there is NOW a fully functioning law for incorporating
federal non-profits, and it is not the CBCA. You only extracted one
sentence above from its context.
The reason for indemnification, et al.: It's
easier / faster to get
approval with the least changes which need to be understood / justified
on the part of the government official who will review the application.
The directors must be empowered to make decisions for the non-profit
corporation; this will include the ability to take on debt. (Of course
you could create a convoluted democratic process within the by-laws
restricting how/when this authority may be used. I expect that will be
less simple to write, be understood, or be approved. Philosophically it
of course begs the question of "Why have directors?")
"Easier / faster" is merely looking for the easy way out. It's the
kind
of shortcut that leads to fuck-ups in the future. One thing you want to
avoid is rogue directors borrowing money; that's why it's prudent to
require membership approval for borrowing ... especially in a
non-profit. In any event what would we be borrowing money for? I don't
see any need for it in the near to medium future. There will be plenty
of AGMs before that need arises, and thus plenty of opportunities to
bring a motion before members.
Philosophically you have directors to represent the members.
Full scale indemnification is also unrealistic for a start-up
non-profit. If it has $10,000 in the bank, and is sued for $50,000 do
you really expect that donors will rise to the occasion to bail out the
company? That's not what they gave for in the first place. The $10,000
will likely all have been taken up by legal fees to defend the case. At
that point it may be better to close up shop and start a new company.
Even seemingly
simple provisions require specific considerations: Why
should the chair receive a second vote in the case of a tie; it is more
usual to say that the motion fails.
That's another option, and perfectly viable. Why don't you go ahead
and
implement that? I would dispute it is 'more usual', but perhaps that's
merely my n of one.
My point here was less about which of the two options to support, but to
show that even such simply stated alternatives require conscious
decisions beyond just accepting boilerplate.
My impression was this group intended to become
incorporated. Perhaps,
to avoid remaining in 'wishful thinking' territory, the group should
decide by what date they wish to be incorporated.
I can only express my own preferences here: Incorporation in the fall
when the new law comes into effect, with the by-laws ready for voting
and finalization at a meeting in conjunction with Wikimania 2011,
preferably in Montreal or Toronto. Under the new Act the by-laws do not
require ministerial approval, but must be filed for public information
within one year of incorporation.
Ray