Backgrounder: The Effect of the Canada Not For Profit Corporations Act (CNCA) on CMEA Governance

The CNCA replaced the old Canada Corporations Act on October 17, 2014. On that date, Not-For-Profit corporations had to comply with the new rules or be dissolved. You will recall that the CMEA was initially incorporated in 2010 under the old rules with a management Board of three people: John Lesperance, John MacPherson, and Dave Carney. These three were the main volunteers for the Association at that time.

The new CNCA rules required us to complete a review of our By-Laws followed by a submission to Corporations Canada seeking a Certificate of Continuance, or Transition. Such Certificate replaces old Letters Patent, By-Laws, and Constitutions.

The CMEA successfully submitted its revised By-Laws under the new rules and received its Certificate of Continuance (Transition) on April 9, 2014 ahead of the deadline for submission. The new By-Laws required a change in our governance model with dissolution of the National Executive Committee (NEC) and the National Council of regional Chapter executives, as well as disallowing appointees to the Board. Appointees would be those holding various CME offices such as the Colonel Commandant, Adjutant, etc.

With the new Certificate of Continuance (Transition) in hand, the Board and old NEC began a process of revising our governance model in order to comply with the new CNCA. Over the past year many discussions, meetings, concerns, and comments were brought to the table in order to create a new governance model for our Association. Key questions centred on the definition of a member and voting rights once members were defined, as well as membership and structure of the Board. Once agreement had been found, the CMEA submitted an amendment to our Certificate of Continuance (Transition) redefining member classes and allowing an increase in the number of directors on the Board. Corporations Canada approved the submission with a Certificate of Amendment dated 21 September 2015. The new governance model is now in effect.

The new governance model brings two key changes in the way in which we operate. First, the definition of member in the old MEAC and CMEA constitution and old By-Laws consisted of five classes of membership. This was reduced to one class and that was that a CMEA member was a CMEA Chapter. This change was made as our numbers are now over 2,000 individuals and increasing. To hold an Annual General Meeting with this many members, we would require approval from over 1,000 individuals to pass any resolution. Clearly, this model is unmanageable. As a solution, we have defined each of our 18 active Chapters as a CMEA member. Individuals paying dues to the CMEA and to its Chapters are now legally designated as “Associates”.

Each CMEA member has a right to vote at meetings. The number of votes allowed each Chapter is dependent on its size (new By-Laws Section 4.02). For the upcoming November 2015 National Conference, Chapters in Bagotville, Calgary, Goose Bay, and St. John’s will have one vote each; Chilliwack, Cold Lake, Greenwood, Halifax, Trenton, Victoria, and Winnipeg, two votes each; Kingston three votes; and, Edmonton, Gagetown, Petawawa, and the National Capital Region four votes each.

The second key change is the composition of the Board and the management structure of the CMEA under the new rules. The original three Board members will now be replaced by a Board of six members, essentially being the named individuals holding the offices of President, Senior Vice President, Secretary, Treasurer, Registrar, and Executive Director. Supporting the Board are Vice Presidents holding positions dedicated to specific duties including VP for Communications, VP for Engineer Veterans, and VP for History and Heritage. The Board may add other Vice Presidents as the need arises. Appointees in ex-officio positions will now be classed as Advisors to the Board of Directors. These are the Colonel Commandant, CME Branch Adjutant, CME Branch CWO, CME Museum Curator, and a representative for Geo and Fire Services. These appointees may be changed as required by the Board of Directors.

At the November CMEA National Conference to be held in Ottawa, members will be asked to vote in the new Board members as described above as well as vote on positions currently vacant such as national Secretary and a change in the position of Senior Vice President.

Details of the new Certificates and By-Laws are can be viewed by clicking HERE.