EAC gets a structural edit (EAC-BC meeting)

On October 17, 2011, the Canada Not-for-Profit Corporations Act came into force, and it requires all federally incorporated non-profits—such as the Editors’ Association of Canada—to comply with new regulations by October 2014. If it doesn’t comply, EAC will be dissolved and will no longer be federally incorporated.

EAC struck a Governance Task Force in August 2012 to address the issue, and Maureen Nicholson chaired the task force in its first year. She spoke to us at yesterday’s EAC-BC meeting to explain the governance changes and to get member feedback.

The changes, Nicholson explained, are being forced upon us, and we have to comply. (“It’s kind of like the Borg,” she said.) The task force is following the process that Corporations Canada recommended for the transition:

  1. review current letters patent and bylaws (we have only one)
  2. prepare “articles of continuance”—a two-page form that outlines the rules by which the organization is allowed to exist and that signals our intention to continue to be federally incorporated
  3. prepare new bylaws
  4. get members’ approval
  5. submit required documents to Corporations Canada

Right now EAC has a couple of drafts for the articles of continuance and is consulting its members, lawyers, and other organizations that have handled this challenge. Members will vote on the new governance documents at the AGM in 2014.

The net effect of this new law, Nicholson said, is to move non-profit organizations more toward a corporate model of accountability. For EAC, its major impacts will be on membership, directors and officers, and branches and twigs.

Membership

Big change: Our five classes of membership will become one class; every member will have a right to vote and access EAC member benefits and services. We can, however, retain several fee categories for emeritus members, honorary life members, etc. We would also establish affiliates, which can be individuals or organizations that are not considered members of the organization and don’t have the right to vote. Students would fall into this category.

What do members have to do? Nothing, unless you’re a student, in which case you’ll have to decide whether to be an affiliate or to join the organization as a full member.

The concept of affiliates could open doors to closer co-operation with editor training programs and schools, institutional participation in EAC with bulk discounts, and so on. At the moment, some of the branch executive positions can be occupied only by a voting member; under the new legislation, that restriction would disappear.

Directors and officers

Big change: We will elect a board of directors, not people to specific executive positions. So in 2015, for example, you would see a slate when you vote, and the top 12 candidates would form the National Executive Council. They’d then meet to figure out who takes what responsibility. This approach is more aligned with a corporate model: the board is collectively responsible for the good of the organization rather than having each individual be responsible for specific positions. One concern raised at the meeting was that, under this new structure, we will have no guarantee of regional representation.

Another change resulting from the legislation is that we now have to distinguish between directors and officers. Directors are all elected; officers are the signing authorities. The board’s job is to appoint the officers. Officers may also be directors, but they don’t have to be members of the organization. One advantage to this model is that you might want to hire your officers from outside of the organization to get a particular skill set.

Further, there can be no ex officio directors: right now our past president and executive director sit on the NEC but are not elected. In the new structure, they would no longer be directors.

Fortunately, we don’t have to worry about this restructuring at the branch level. The legislation is silent on the issue, and we don’t need to change our procedures as far as branch elections go.

What do members have to do? Nothing, except recognize that the transition AGM election may be a little tricky.

Branches and twigs

Big change: We have to formalize the accountability link between the national office and branches.

Our audited financial statements reflect only what goes on at the national level. The branches have been pretty autonomous financially—a fact that has been advantageous in some situations and problematic in others, where there has been a lack of accountability. EAC’s lawyers strongly advise that the national office be accountable for branches; the legislation forces us to formalize the financial reporting relationship.

What do members have to do? The branch will have to recommend one or two branch officers to the NEC, and they will have to ensure the flow of financial information to the national office.

Over the next year, EAC will have to go through these steps:

  • Fall 2013: prepare draft articles of continuance and bylaws and make them available to members for input
  • November 2013–March 2014: prepare final draft of articles of continuance and bylaws, along with needed revisions to EAC’s policies and procedures
  • April 2014: circulate revised governance documents to members
  • May/June 2014: vote on governance documents at the AGM
  • October 17, 2014 (latest): submit articles of continuance to Corporations Canada

What should members do? Read the interim report from the Governance Task Force; read the draft bylaw and FAQ, which will be available later this month; and contribute comments to the task force via LinkedIn, Facebook, Interactive Voice, or email ([email protected]). Nicholson noted that EAC has a long tradition of listening to and valuing member input in these kinds of issues.

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