Dev User, Author at Carters

Corporate Update

by Dev User | Mar 28, 2019 | Uncategorized

Mar 2019 Charity & NFP Law Update

New Regulations Amending the Canada Not-for Profit Corporations Regulations

As reported in the June 2018 Charity & NFP Law Update, Corporations Canada conducted public consultations beginning on May 31, 2018 to update its fee schedules for services provided under the Canada Not-for-profit Corporations Act (“CNCA”). Following these consultations, new Regulations Amending the Canada Not-for-profit Corporations Regulations were published in the Canada Gazette on March 16, 2019, to amend various fees under the Canada Not-for-profit Corporations Regulations. The Regulatory Impact Analysis Statement indicates that fees under the CNCA have not been amended since 2011. It further indicates that the objectives of these proposed amendments are to encourage the use of low-cost service delivery methods, promote compliance with the CNCA, and support greater corporate transparency.

Examples of proposed changes include: reducing the fees for certain on-line services (such as filing annual returns); adding new on-line services (such as seeking priority services for incorporation and amendment for a fee, obtaining free copies of corporate records, or obtaining certified copies of corporate records); increasing the fees for certain non-online services (such as issuing certificates of incorporation or amendment, obtaining certificate of compliance or existence, and obtaining restated articles even if they were filed with articles of amendment); removing certain fees (such as filing articles of amendment in relation to changes of registered office address and/or number of directors); and imposing new fees (such as requesting exemption certificates for those matters that are currently free of charge). In this regard, section 94 and the fee schedule in the Canada Not-for-profit Corporations Regulations will be replaced.

A new escalator clause will be included in new section 94.1 requiring the fees set out in the fee schedule be adjusted on April 1, 2024, and every five years thereafter by increasing them by one percent and rounding down to the nearest multiple of five dollars. This approach would eliminate the need for annual increases to the service fees to minimize costly changes including to the Corporations Canada IT system.

The amendments will come into force on January 15, 2020.

New Regulations Amending the Canada Cooperatives Regulations

Similar to the amending regulations under the CNCA, new Regulations Amending the Canada Cooperatives Regulations amending various fees under the Canada Cooperatives Regulations were also published in the Canada Gazette on March 16, 2019. These amendments also followed the public consultations conducted by Corporations Canada reported on in the June 2018 Charity & NFP Law Update. In accordance with the Regulatory Impact Analysis Statement, fees for various services under the Canada Cooperatives Act (“Coop Act”), set out in Schedule 3 of the regulations have remained the same since 2001. The amendments are also intended to promote compliance with the Coop Act and to support greater corporate transparency. Although there are only limited on-line services for cooperatives, the proposed changes in the fees are intended to better align with the cost of delivering services. In addition, the proposed changes will clarify that the service fee is intended to cover the cost of reviewing the application and not for the issuance of the certificate, and therefore is payable when an application is filed.

A new escalator clause will be included to require the fees set out in the fee schedule be adjusted on
April 1, 2024, and every five years thereafter by increasing them by one percent and rounding down to the nearest multiple of five dollars.

The amendments will come into force on January 15, 2020.

Read the March 2019 Charity & NFP Law Update

Defamation Action Against Charity Can Proceed

by Dev User | Mar 28, 2019 | Charity & Not-for-Profit Law

Mar 2019 Charity & NFP Law Update

On March 4, 2019, the Court of Appeal for Ontario released its decision in Lascaris v B’nai Brith Canada, in a defamation lawsuit arising out of an article and a social media “tweet” published by the respondent charity stating that the appellant, a then-candidate in the 2015 federal election for the Green Party of Canada, had advocated on behalf of terrorists on social media.

At the Superior Court, the motion judge had dismissed the action against the charity on the basis that it was a strategic lawsuit against public participation (“SLAPP lawsuit”) pursuant to section 137.1 of the Courts of Justice Act. However, the Court of Appeal held that the action had none of the elements of a SLAPP lawsuit and that accusing any person of supporting terrorists is a serious and damaging allegation which is likely to cause harm to that person’s reputation.

In its final remarks before remitting the matter back to the Superior Court, the Court of Appeal held that:

responsible discourse. Whatever disagreements there may be between the appellant’s views and the respondent’s views, those views can be exchanged and debated without the need for personal attacks. [emphasis added]

This case is an important reminder for charities and not-for-profits to adopt and implement appropriate operational policies, such as a social media or a communications policy, that carefully consider the legal risks of using social media. Such considerations will be particularly important for charities that become engaged in public discourse under the new regime of public policy dialogue and development activities.

Read the March 2019 Charity & NFP Law Update