Monday, September 10, 2012

Canadian Yachting Association (CYA) Governance Review:
Transition to the Canada Not-for-Profit Corporation Act (NPCA)

Dear Club, PSA or Affiliated Organization President:

In October 2011, a new federal law took effect in Canada; the Not-for-Profit Corporations Act (also referred to as the NPCA) replaces Part II of the Canada Corporations Act (CCA).  The NPCA affects about 20,000 non-profit organizations are incorporated under the CCA, including the Canadian Yachting Association (CYA).  Before October 2014, the CYA must make changes to the organization’s governance structure in order to be in compliance with the NPCA.

The NPCA is considered to be an essential step in modernizing non-profit governance in Canada.  A main theme of the Act is to reinforce member rights and provide for a greater degree of democratic governance by members.  Given that the CYA was founded in 1931, the NPCA transition process is a welcome opportunity to review and reset the foundation and frameworks to support the sport of sailing in Canada.

Two-Stage Process

In November 2011, the CYA Board of Directors approved a Work Plan to enable the transition to the NPCA.  The review of NPCA transition requirements and documentation on the Industry Canada website began in January 2012.  The Work Plan identified two stages in the CYA’s NPCA transition process requiring membership approval of key governance changes at the Annual General Meetings of October 2012 (under the CCA) and October 2013 (under the NPCA).

In February 2012, an NPCA Transition Working Group was established to identify the changes that the CYA should make to comply with the Act and regulations. The Terms of Reference for the NPCA Working Group are below for your information (Appendix “A”).

Interim Report to Membership

During the CYA’s Annual General Meeting in October 2012, the CYA membership will be asked to approve three fundamental changes to its current articles of incorporation and by-laws that will facilitate the transition to the NPCA by 2014:

1. Objects/Purposes of the Corporation

Currently, the CYA’s objects of incorporation as outlined in the Letters Patent and section 3.1 of the By-laws focus on yachting, including yacht racing, and the designing and building of yachts.  Proposed changes to strategic objectives are intended to:
• Reflect the CYA role as Canada’s governing body for the sport of sailing, and responsibilities to protect the interests of Canadian sailing;
• Align with the objectives of other national and international sport and sailing organizations;
• Consider both competitive and recreational aspects of sailing;
• Reflect the partnership with Provincial or Territorial organizations in encouraging sailing across Canada; and
• Comply with government regulations relating to registered charitable amateur athletic associations.
 
2. Membership Classes and Categories

The NPCA provides that all categories of members shall be given the right to vote separately on certain issues, even members who have no voting rights. This could enable one class of membership to prevent certain changes that others approved.
Proposed changes reduce the number of classes from five to three to give weight to clubs.  At the same time, the importance of other stakeholders in Canadian sailing, such as Provincial Sailing Associations, is recognized in the proposed membership structure.  Changes to voting allocations in the By-laws will be needed to align with the new structure.

3.  Corporation Name

Several options for a new corporation name and branding have been discussed for over a year, and all have their merits.  The Board of Directors is considering all aspects of the brand and how business development, sponsorship and fundraising will be aligned with the new name.  But the final vote and approval of the new name will take place at the October 2012 Annual General Meeting (AGM).

Next Step: Feedback

Formal resolutions will be prepared in advance of the AGM to help members prepare for voting on the changes outlined above. At this stage however, the Board of Directors needs to hear from CYA members on concerns or questions related to the NPCA transition.  Please download the NPCA Transition PowerPoint document (Appendix "B"), review the information presented and send your comments or questions to the people named in the last slide. 

Your feedback on or before September 30, 2012 is appreciated.  This will allow the Board of Directors time to consider all of the input and to provide its final recommendations Membership at the October 2012 AGM Annual General Meeting.  Send your feedback or questions now. 

Appendix A

Terms of Reference
NPCA Transition Working Group

Role/Purpose:
The Canada Not-for-Profit Corporations Act (NPCA) Transition Working Group works with the Governance Committee to implement the tasks outlined in the NPCA Transition Work Plan, endorsed by the Board in November 2011.

Accountability:
The Working Group reports to the Governance Committee, which presents its recommendations to the Board of Directors for discussion and decision.

Membership:
Membership consists of volunteers who have an interest in contributing to and influencing changes in legal and governance requirements under the NPCA.  At a minimum, members will represent the Provincial Council, the Finance Committee and the Nominating Committee.  

Responsibilities:
a) Investigate, assess and advise the Governance Committee on the content for the four transition documents (deliverables) outlined in the Work Plan.
b) Members will be expected to participate in meetings or discussions organized by the Working Group Lead, or the Chair of the Governance Committee.
c) Contribute to progress reports aligned with the Tasks & Timelines in the Work Plan.
d) Refrain from responding publicly to questions from the CYA membership on NPCA options or content, unless the response is consistent with progress reporting that has been reviewed and released by the Board of Directors.

Term of Office:
Members will be expected to continue contributing to the Working Group until the transition documents have been filed with Corporations Canada.

Staff Liaison:
CYA Executive Director

Approved by the Governance Committee on 21 February 2012.