NPC Registration

From Pirate Party of Canada

Contents 1 Reasons to Incorporate 2 Overview of Requirements 3 Application 4 Bylaws

Reasons to Incorporate

So we have a few reasons to register a non-profit corporation (NPC):

• As a chief agent for our party registration
• To manage finances like taxes and bank accounts
• To more easily manage ownership of the various assets of the party (like the website)
• To limit liability of any member of the party
• To produce charity receipt (reçu de charité?) to those who make donation.

Overview of Requirements

For full details, see this page

What we need for a NPC:

1. Two (2) original signed copies of an application for incorporation
   • The "discussion" for this is listed below under Application.
2. Two (2) copies (unsigned) of the proposed by-laws
   • This is listed below under Bylaws.
3. A Statutory Declaration of one applicant, sworn before a commissioner for taking oaths, stating that the contents of the application are true
   • We will write this after we finish the application
4. A Canada-biased NUANS®1 name search report not more than 90 days old, of the proposed name. Alternatively, Corporations Canada can obtain a name search report for you for $15 per search report. A bilingual name normally requires two (2) searches. If you requested prior approval of your name, attach a copy of the letter from Corporations Canada approving your name with the copy of the NUANS® report
   • We should get this as soon as possible.
5. Payment of the $200 filing fee
   • This will come from the membership fees and other fund-raising activities.

We can register as a charity if we can consider ourselves registered for charitable purposes - I don't think this is the case, so we probably can't do this.

Application

1. A request to the Minister of Industry for the issue of Letters Patent.
2. The proposed name of the corporation and a statement to the effect that:
   1. the name is not the same as or similar to that of any other company, society, association or firm in Canada, or that if the name is the same as or similar to that of another entity, that particular entity has consented to the use of the name; and
   2. the name is not on public grounds objectionable.
3. The name, address and occupation of each of the applicants, including a statement that the applicants are the full age of eighteen years with power under law to contract.
   • There must be a minimum of three applicants.
   • Applicants must be individuals.
   • Applicants need not become "members" of the corporation, although, as noted below, a minimum of three applicants must become the first directors.
4. The names of the applicants who are to be the first directors of the corporation.
   • There must be a minimum of three first directors.
   • If there are more than three applicants, only three of them are needed to constitute the first board of directors. However, more than three applicants may be first directors.
   • Individuals other than the applicants may be directors in addition to the three or more applicants, as long as the application states that the additional individuals have consented to being directors.
   • In the absence of specific legislative approval, federal Ministers or public servants cannot be applicants for the establishment of a not-for-profit corporation controlled by the federal government under the CCA.
5. A statement of the purposes of the corporation.
   • Applications for incorporation that authorize a not-for-profit corporation to carry on business activities are acceptable under the CCA, provided that the purposes state that these activities will be carried on in furtherance of the main not-for-profit objective and that there will be no pecuniary gain to the members.
   • In general, a corporation may be incorporated under Part II of the CCA if the corporation will carry out, on a national basis, objectives that fall within provincial jurisdiction (for example, educational, religious or professional objectives).
   • Applications containing purposes that encourage racial discrimination, incite violence or are otherwise equally objectionable will not be accepted. If there is an indication that the corporation could be used to promote violence in another country, we will consult with the Department of Foreign Affairs.
   • Applications that apparently request the incorporation of a post-secondary, degree-granting institution will take extra time to process, as Corporations Canada will first refer these applications to the Association of Universities and Colleges of Canada for comment.
   • Applications for the incorporation of international boards of trade are acceptable.
   • Applications for the incorporation of political parties are acceptable.
   • Applications for the incorporation of trade unions will not be accepted because of a prohibition contained in the Trade Unions Act.
   • There is no requirement for the purposes to be repeated in the by-laws of not-for-profit corporations. However, if the applicants choose to do so, the wording of the purposes in the application and in the by-laws must be identical.
6. A statement that the operations of the corporation may be carried on throughout Canada.
   • In addition, the operations of the corporation may be carried on outside Canada if permitted by the laws of the foreign jurisdiction.
7. The place within Canada where the head office of the corporation is to be situated.
   • Only the municipality/city and the province or territory of the head office are to be specified. The complete mailing address should be indicated in a covering letter accompanying the application.
8. A statement that by-laws are being filed with the application.
9. A statement that the corporation is to carry on its operations without pecuniary gain to its members.
   • Pecuniary gain to members is prohibited, and loans to members or directors are also prohibited. Note, however, that the following transfers to members and directors during the life of the corporation are not considered to be pecuniary gain:
   1. transfer to a member for the purpose of carrying on activities as an agent of the corporation;
   2. a transfer to a member charity to carry on the objectives of the corporation;
   3. a transfer by a corporation that is a registered charity to a member who is a legitimate beneficiary under the corporation's purposes; and
   4. a transfer to a member or director for services rendered to the corporation
10. The signatures of all applicants as well as the date and place of signing.
11. A statutory declaration of one of the applicants, sworn before a commissioner for taking oaths, stating that the contents of the application are true.
    • The date of signing of the application must be the same as or precede the date of signing of the statutory declaration.
    • NOTE: Applicants may also include in the application or in the by-laws a clause dealing with the distribution of property in the event of dissolution. Although not required, it is recommended (see Part VI in Annex 1 of the policy for suggested wording).
    • In order to register a charitable corporation under the Income Tax Act, a dissolution clause is recommended in the application or the by-laws. Under the Income Tax Act, property of a charitable corporation must be transferred, on dissolution, to one or more organizations referred to as "qualified donees" under the Income Tax Act or to registered charities in Canada. A particular qualified donee or registered charity may be specified if desired.
    • In the event of dissolution, a charitable organization that is not registered under the Income Tax Act may not distribute its property to its members (unless the members are also registered charities), since such a distribution would constitute pecuniary gain.
    • The property of a corporation that is not a registered charity or charitable in nature may be distributed on dissolution to members or anyone else. It is recommended that a clause to this effect be inserted in the application or by-laws. Note that for tax purposes, the corporation may cease to be a non-profit corporation under the Income Tax Act on such distribution, and members may incur a capital gain and income tax.

Bylaws

We need to provide a set of bylaws which basically govern how we operate.

1. Membership – The by-laws must provide:
   1. The conditions of membership.
      • How do people become members - fill out that form that is on Elections Canada, or we can make our own form if we don't need to use that one.
      • Minimum/maximum members aren't really necessary.
      • Voting Rights - all members should have equal voting status
      • Classes of Membership - do we need any classes? Probably just need a single "member" status. -- Or we could have a corporate membership class that cannot vote, for fund raising purpose only.
      • Transferability - not sure about this one, should we make membership transferable?
      • Cost of Membership - we could have a fixed amount per year, or a range depending on how much people want to pay.
      • Withdrawal from membership - probably just have a form or something that people can fill out.
2. Members' Meetings – The by-laws must provide:
   1. The procedures for holding an annual meeting of members.
      • Note: We are allowed to have teleconferences for meetings, however we'd need to describe it here.
      • Need to specify what percentage of members are needed for a meeting.
      • Need to specify if decisions are made by consensus or not, if we don't say then it defaults to consensus - probably not the best idea (they say on their site it works best if there are 10 or fewer members, we will have a lot more)
      • Can we have vote-by-proxy? Vote by mail/email?
   2. The time and place of the annual meeting.
      • This is pretty self-explanatory. We don't need a specific date, we can just say that the board will determine it. We don't even need to meet in Canada (although there isn't really any reason why we wouldn't)
   3. The method of giving notice of an annual or special general meeting to all voting members.
      • How will we notify members of a meeting? Email and mail would probably be best, and it would be up to the member to decide.
   4. A reasonable period of notice of members' meetings.
      • Basically how long in advance do we need to let people know about the meeting? If we have a teleconference we can have this shorter, like a month, but if we have it in person then we'll need to have a longer amount of time.
   5. The information to be contained in a notice of a members' meeting.
   6. The quorum for members' meetings.
   7. The number or proportion of voting members who have the right to requisition a special general meeting of voting members.
3. Directors
   1. The manner of appointment or election of directors.
      • This talks about how directors are appointed. Majority vote by members?
      • Note, to be a director there are certain requirements: 18+, must be a person, and must be allowed to contract under law.
   2. The number of directors.
      • So far we have 4: Executive, Technical, Financial, Marketing
      • We need to specify how this number can change - perhaps if there is a consensus among directors to change it, then we can change it?
   3. The term of office for directors.
      • Do we need a limit? Limits are not necessary.
   4. The manner in which directors are removed.
      • Hmm, if there is a consensus among the directors not including the director in question OR if there is a majority vote among the members.
   5. The powers of the board of directors to manage the corporation.
      • I don't fully understand this one - basically do we just have to say "Yes, the directors have the power to manage the corporation"?
        • I believe they're asking what powers the board of the directors have, in specific, which members of the board have what powers, et cetera. I'm going to read up on everything election-related over the weekend. JSagert 20:44, 10 July 2009 (UTC)
   6. The remuneration of directors.
      • How much do we pay to directors? It's possible that a director position will eventually become a full-time job, so it might be good to give them a livable salary. This is if they are working full-time on it, what should we do if they are not full-time?
        • Remuneration based on percentage of time spent dealing with duties, perhaps?? JSagert 20:44, 10 July 2009 (UTC)
4. Directors' Meetings
   1. The procedures for holding a directors' meeting.
      • How do the directors go about having a meeting? Note that it may be a teleconference.
      • Percentage of directors needed to hold a meeting: I'd say 75%.
        • Agreed. JSagert 20:44, 10 July 2009 (UTC)
   2. The method of giving notice of a directors' meeting.
      • How we notify the directors of a meeting - email/mail would suffice, maybe two to three weeks in advance.
   3. The quorum for directors' meetings.
      • Since we have so few directors, would 100% be satisfactory?
   4. The voting rights of directors.
      • Directors must have the right to vote. However I don't think this section is completely relevant since all members of the party can vote equally.
5. Officers
   • What kind of officers would we have?
6. Committee Members - probably not necessary
7. Executive Committe Members - probably not necessary
8. Execution of Documents
   • Basically who has the authority to sign documents.
9. Bylaw Amendments
   1. The procedure for repealing or amending by-laws.
      • Need to figure this one out.
   2. The coming into force of repeal or amendment of by-laws.
      • And this one too.
10. Auditor
    1. Appointment.
       • How do we appoint an auditor? They can't be a director/officer or anybody really associated with the party.
         • Correct, any director/officer/member, and I believe their immediate family, cannot be an auditor. Again, reading up on this. JSagert 20:44, 10 July 2009 (UTC)
    2. Reporting.
       • The auditor needs to make a report about each meeting.
       • The auditor needs to audit our financial statements each year.