[41] Bill 153 Royal Assent (PDF)
Bill 153 2015
An Act to recognize the corporate structure of the Métis Nation of Ontario by enacting the Métis Nation of Ontario Secretariat Act, 2015
Preamble
Métis Nation of Ontario Secretariat is a corporation without share capital incorporated under the Corporations Act. It is the corporate and administrative arm of the Métis Nation of Ontario, which was created to represent and advocate on behalf of its registered citizens, and the Métis communities comprised of those citizens, with respect to their collective rights, interests and aspirations, as well as to provide social, economic and cultural supports to Métis individuals, families and communities through a province-wide service delivery system.
The Métis Nation of Ontario maintains a centralized registry of its citizens. The members of Métis Nation of Ontario Secretariat are citizens of the Métis Nation of Ontario, with defined rights and responsibilities, as set out in the Secretariat's constituting documents and by-laws.
The citizens of the Métis Nation of Ontario identify as descendants of the Métis people that emerged in west central North America with their own language (Michif), culture, traditions and way of life. These Métis people collectively refer to themselves as the Métis Nation, which includes Métis communities within Ontario.
Through Métis Nation of Ontario Secretariat, the Métis Nation of Ontario has established various democratically elected governance structures at the local, regional and provincial levels to represent its citizens. The Government of Ontario recognizes that the Secretariat's status as a governance structure that represents its citizens at the local, regional and provincial levels creates operational realities that are distinct from other Ontario not-for-profit corporations.
Therefore, Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:
Definitions
Definitions
1. In this Act,
"by-laws" means the by-laws of the Secretariat; ("règlements administratifs")
"citizen" means a member of the Secretariat; ("citoyen")
"councillor" means, except as otherwise provided in section 9, a director of the Secretariat; ("conseiller")
"Métis Community Council" means a corporation without share capital that,
(a) has the Secretariat as its sole member,
(b) contains "Métis Community Council" or "Conseil communautaire métis" within its corporate name, and
(c) is prescribed by regulations made under subsection 16 (2); ("conseil communautaire métis")
"Provisional Council" means the Provisional Council of the Métis Nation of Ontario, being the board of directors of the Secretariat; ("conseil provisoire")
"Secretariat" means the corporation without share capital incorporated on February 25, 1994 by letters patent under the Corporations Act under the name Métis Nation of Ontario Secretariat. ("Secrétariat")
Secretariat
Corporations Act
2. (1) The Corporations Act applies to the Secretariat, except as otherwise provided under this Act.
Corporate name
(2) The Secretariat's name is changed to "Métis Nation of Ontario Secretariat" in English and "Secrétariat de la nation métisse de l'Ontario" in French, and the change is deemed to have been effected by supplementary letters patent under the Corporations Act.
Notice to Minister
3. The Secretariat shall notify the Minister responsible for the administration of this Act when an application to file letters patent or supplementary letters patent is made under the Corporations Act in relation to,
(a) the Secretariat;
(b) a Métis Community Council; or
(c) a body that, if incorporated, proposes, with the Secretariat's written consent, to include within its corporate name the expression "Métis Community Council" or "Conseil communautaire métis".
Election of councillors
4. (1) Councillors shall be elected by citizens every four years, and the elections shall be by province-wide ballot.
Same
(2) For the purposes of subsection (1), the requirement in subsection 287 (1) of the Corporations Act that the election take place in a general meeting does not apply.
Removal of councillors
5. (1) The citizens may, by ordinary resolution at a special meeting, remove from office any councillor, except a person who is a councillor by virtue of his or her office.
Councillor elected by group of citizens
(2) A councillor elected by a group of citizens that has an exclusive right to elect the councillor may only be removed by an ordinary resolution of the members of that group.
Ordinary resolution
(3) For the purposes of subsections (1) and (2), an ordinary resolution is a resolution that,
(a) is submitted to and passed at a meeting of the citizens, with or without amendment, by at least a majority of the votes cast; or
(b) is consented to by each citizen entitled to vote at a meeting of the citizens, or by the citizen's attorney.
Quorum to remove councillor
(4) The quorum for a special meeting to remove a councillor is a majority of the citizens entitled to vote to remove the councillor.
Youth representatives
6. (1) A person who, while under the age of 18, is elected by the citizens in accordance with the by-laws to represent, on the Provisional Council, the interests of young people for a specified term is not a councillor, does not hold any of the rights, powers, duties or liabilities of a councillor, and is not entitled to exercise a binding vote on any matter before the Provisional Council or any of its committees.
Application
(2) Subsection (1) applies for the duration of the person's term, even if he or she reaches the age of 18 during the term.
Requisition for meeting
7. (1) The application of subsection 295 (1) of the Corporations Act to the Secretariat is modified as follows:
1. A requisition that the councillors hold a meeting requires that the citizens who hold at least 20 per cent of votes that may be cast at the meeting sought to be held make the request.
2. In addition to the requirement that the purpose of the meeting not be inconsistent with that Act, the purpose must not be inconsistent with this Act.
Failure to call meeting
(2) If the councillors do not call a meeting within 21 days after receiving a requisition that meets the requirements of subsection 295 (2) of the Corporations Act, any citizen who signed the requisition may call the meeting, and subsection 295 (4) of that Act does not apply.
List of citizens
8. (1) Section 306 of the Corporations Act does not apply to the Secretariat.
Same
(2) The application of subsection 307 (1) of the Corporations Act to the Secretariat is modified as follows:
1. Only a citizen or his or her attorney or legal representative may require the Secretariat to provide the information described in that subsection.
2. A statutory declaration shall be used instead of the affidavit, and shall contain,
i. the applicant's name and address, and
ii. a statement that the information described in that subsection will not be used except as permitted under section 307 of that Act.
Unconnected purposes
(3) For the purposes of clause 307 (4) (b) of the Corporations Act, purposes not connected with the Secretariat include,
(a) forming a body with objects similar to those of the Secretariat or establishing a registry of Aboriginal persons;
(b) challenging the eligibility of any person to be a citizen; and
(c) soliciting citizens on behalf of another body.
Métis Community Councils
Definition
9. For the purposes of sections 10 to 14,
"councillor" means a director of a Métis Community Council.
Corporations Act
10. The Corporations Act applies to Métis Community Councils, except as otherwise provided under this Act.
Secretariat as sole member
11. (1) Despite subsection 4 (1) and section 121 of the Corporations Act, upon incorporation of a corporation without share capital that, with the Secretariat's written consent, includes within its corporate name the expression "Métis Community Council" or "Conseil communautaire métis", the Secretariat becomes the sole member of the corporation.
Corporation with fewer than three members
(2) Section 311 of the Corporations Act does not apply to Métis Community Councils.
Councillors must be citizens
12. Subsections 286 (1) and (2) of the Corporations Act do not apply to Métis Community Councils, but no person shall be a councillor unless he or she is a citizen.
Written declarations restricting councillors
13. (1) The Secretariat may, in its capacity as the sole member of a Métis Community Council, make a written declaration that restricts, in whole or in part, the powers of the councillors of the Métis Community Council to manage or supervise the management of its activities and affairs.
Effect of written declaration
(2) If the Secretariat makes a written declaration under subsection (1) in relation to a Métis Community Council,
(a) the Secretariat has all the rights, powers, duties and liabilities of a councillor under the Corporations Act, this Act or otherwise, including any defences available to the councillors, to the extent that the declaration restricts the powers of the councillors to manage or supervise the management of the Métis Community Council's activities and affairs and gives the Secretariat such powers; and
(b) the councillors of the Métis Community Council are relieved of their duties and liabilities, including any liabilities under section 81 of the Corporations Act, to the same extent.
Limitations on Secretariat's discretion
(3) Nothing in this section prevents the Secretariat from fettering its discretion when exercising the powers of councillors under a written declaration.
Termination
(4) If a written declaration does not provide for its termination, the Secretariat may terminate it by a resolution.
Winding up by court
(5) A Métis Community Council may, in addition to the circumstances set out in section 243 of the Corporations Act, be wound up by order of a court, if the court is satisfied that a written declaration made in relation to that Métis Community Council entitled the Secretariat to demand the dissolution of the Métis Community Council after the occurrence of a specified event and that event has occurred.
When reference to written declaration included
(6) A reference in the following provisions of the Corporations Act to a corporation's letters patent is, when applied to a Métis Community Council, deemed to include a reference to any written declaration made under subsection (1) in relation to that Métis Community Council:
1. Clause 97 (1) (d).
2. Subsection 126 (2).
3. Subsection 129 (1).
4. Subsection 289 (3).
5. Paragraph 1 of section 300.
When subject to written declaration
(7) The following provisions of the Corporations Act, as they apply to a Métis Community Council, are subject to any written declaration made under subsection (1) in relation to that Métis Community Council:
1. Subsection 59 (1).
2. Section 69.
3. Subsection 130 (1).
4. Subsection 283 (1).
5. Subsection 289 (4).
6. Section 290.
7. Subsection 291 (1).
Youth representatives
14. (1) A person who, while under the age of 18, is appointed by the Secretariat, in its capacity as the sole member of a Métis Community Council, in accordance with the by-laws of the Métis Community Council to represent, on the Métis Community Council's board, the interests of young people for a specified term is not a councillor, does not hold any of the rights, powers, duties or liabilities of a councillor, and is not entitled to exercise a binding vote on any matter before the board or any of its committees.
Application
(2) Subsection (1) applies for the duration of the person's term, even if he or she reaches the age of 18 during the term.
Prohibition
Prohibition respecting corporate names
15. (1) Use by a corporation of any of the following expressions, either within its corporate name or any other name by which the corporation is known, is prohibited without the Secretariat's written consent:
1. Métis Nation of Ontario.
2. Métis Community Council.
3. Nation métisse de l'Ontario.
4. Conseil communautaire métis.
Transition
(2) This section applies only to corporations incorporated on or after the day on which this section comes into force.
Regulations
Regulations
By Lieutenant Governor in Council
16. (1) The Lieutenant Governor in Council, on the joint recommendation of the Minister responsible for the administration of this Act and the Minister responsible for the administration of the Corporations Act, may make regulations,
(a) providing for further exemptions from or alterations to the application of the Corporations Act or the regulations made under it to the Secretariat or to Métis Community Councils;
(b) respecting any matter that the Lieutenant Governor in Council considers necessary or advisable for the purposes of this Act.
By Minister
(2) The Minister responsible for the administration of this Act may make regulations prescribing corporations without share capital for the purposes of clause (c) of the definition of "Métis Community Council" in section 1.
Amendments to this Act
17. Section 2 of this Act is repealed and the following substituted:
Not-for-Profit Corporations Act, 2010
2. The Not-for-Profit Corporations Act, 2010 applies to the Secretariat, except as otherwise provided under this Act.
18. Section 3 of this Act is amended by striking out the portion before clause (a) and substituting the following:
Notice to Minister
3. The Secretariat shall notify the Minister responsible for the administration of this Act when an application to file articles is made under the Not-for-Profit Corporations Act, 2010 in relation to,
. . . . .
19. This Act is amended by adding the following section:
Councillors must be citizens
3.1 Despite subsection 23 (2) of the Not-for-Profit Corporations Act, 2010, no person shall be a councillor unless he or she is a citizen.
20. Subsection 4 (2) of this Act is repealed and the following substituted:
Same
(2) For the purposes of subsection (1), the requirement in subsection 24 (1) of the Not-for-Profit Corporations Act, 2010 that the election take place in an annual meeting does not apply.
21. Subsections 5 (1), (2) and (3) of this Act are repealed.
22. Sections 7 and 8 of this Act are repealed and the following substituted:
Requisition for meeting
7. Despite subsection 60 (1) of the Not-for-Profit Corporations Act, 2010, a requisition that the councillors hold a meeting requires that the citizens who hold at least 20 per cent of votes that may be cast at the meeting sought to be held make the request.
List of citizens
8. For the purposes of clause 96 (5) (c) of the Not-for-Profit Corporations Act, 2010, matters that do not relate to the affairs of the Secretariat include,
(a) forming a body with objects similar to those of the Secretariat or establishing a registry of Aboriginal persons;
(b) challenging the eligibility of any person to be a citizen; and
(c) soliciting citizens on behalf of another body.
Copies of annual financial statements, etc.
8.1 Subsection 84 (2) of the Not-for-Profit Corporations Act, 2010 applies to the Secretariat, except that the copies of the documents shall be provided not less than five days, excluding Saturdays and holidays, before the annual meeting or signing of a resolution.
Notice to citizens, councillors
8.2 The by-laws may provide that a notice or other document may or shall be given by the Secretariat to a citizen or councillor in a manner other than a manner specified in subsection 196 (1) of the Not-for-Profit Corporations Act, 2010.
23. Section 9 of this Act is amended by striking out "14" and substituting "14.1".
24. Section 10 of this Act is amended by striking out "Corporations Act" and substituting "Not-for-Profit Corporations Act, 2010".
25. Section 11 of this Act is repealed.
26. Section 12 of this Act is repealed and the following substituted:
Councillors must be citizens
12. No person shall be a councillor unless he or she is a citizen.
27. (1) Subsection 13 (2) of this Act is amended by,
(a) striking out "Corporations Act" in clause (a) and substituting "Not-for-Profit Corporations Act, 2010"; and
(b) striking out "section 81 of the Corporations Act" in clause (b) and substituting "section 40 of the Not-for-Profit Corporations Act, 2010".
(2) Subsection 13 (5) of this Act is amended by striking out "section 243 of the Corporations Act" and substituting "clause 136 (b) of the Not-for-Profit Corporations Act, 2010".
(3) Subsections 13 (6) and (7) of this Act are repealed and the following substituted:
When reference to written declaration included
(6) A reference in the following provisions of the Not-for-Profit Corporations Act, 2010 to a corporation's articles is, when applied to a Métis Community Council, deemed to include a reference to any written declaration made under subsection (1) in relation to that Métis Community Council:
1. Subsection 8 (6).
2. Subsection 16 (3).
3. Subsection 17 (1).
4. Clause 19 (1) (a).
5. Subsection 42 (1).
6. Clause 43 (2) (b).
7. Subsection 47 (1).
8. Clause 84 (1) (c).
9. Sections 85 and 86.
10. Clause 92 (1) (a).
11. Subsection 95 (2), except that the reference in that subsection to amendments to the articles does not apply with respect to a written declaration.
12. Section 191.
13. Subsection 199 (1).
When subject to written declaration
(7) Section 21 and subsection 43 (3) of the Not-for-Profit Corporations Act, 2010, as they apply to a Métis Community Council, are subject to any written declaration made under subsection (1) in relation to that Métis Community Council.
28. This Act is amended by adding the following section:
Notice to councillors
14.1 The by-laws of a Métis Community Council may provide that a notice or other document may or shall be given by it to a councillor in a manner other than a manner specified in subsection 196 (1) of the Not-for-Profit Corporations Act, 2010.
29. Subsection 16 (1) of this Act is amended by,
(a) striking out "Corporations Act" in the portion before clause (a) and substituting "Not-for-Profit Corporations Act, 2010"; and
(b) striking out "Corporations Act" in clause (a) and substituting "Not-for-Profit Corporations Act, 2010".
Commencement and Short Title
Commencement
30. (1) Subject to subsection (2), this Act comes into force on the later of January 1, 2016 and the day this Act receives Royal Assent.
Same
(2) Sections 17 to 29 come into force on the later of the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force and the day this Act receives Royal Assent.
Short title
31. The short title of this Act is the Métis Nation of Ontario Secretariat Act, 2015.
EXPLANATORY NOTE
This Explanatory Note was written as a reader's aid to Bill 153 and does not form part of the law. Bill 153 has been enacted as Chapter 39 of the Statutes of Ontario, 2015.
The Bill enacts the Métis Nation of Ontario Secretariat Act, 2015. The Métis Nation of Ontario Secretariat is a corporation without share capital incorporated under the Corporations Act. The Secretariat is the corporate and administrative arm of the Métis Nation of Ontario, and the members of the Secretariat are citizens of the Métis Nation of Ontario. The Secretariat is managed by the Provisional Council of the Métis Nation of Ontario, which is its board of directors. The Provisional Council's directors are titled councillors.
Most of the Bill's provisions provide for modifications to or exceptions from the application of the Corporations Act as it pertains to the Secretariat, in order to recognize its status as a governance structure serving to represent its member citizens. Modifications and exceptions include setting out the timing and manner of electing councillors to the Provisional Council (section 4), the requirements for removing a councillor (section 5), the requirements for requisitioning a meeting of the councillors (section 7), and rules respecting the Secretariat's list of citizens, including access to and use of it (section 8).
The Bill also contains provisions specific to the Secretariat. These include a change to the Secretariat's corporate name (subsection 2 (2)), a requirement that the Secretariat provide notice to the Minister responsible for the administration of the Act when filing certain letters patent and supplementary letters patent (section 3), and a confirmation of the status of persons elected as youth representatives in relation to the Provisional Council (section 6).
Sections 9 to 14 of the Bill apply to Métis Community Councils, which are prescribed corporations of which the Secretariat is the sole member. Those provisions modify the application of the Corporations Act to Metis Community Councils (sections 11 and 12). They also provide authority for the Secretariat, as sole member of a Métis Community Council, to make written declarations restricting the powers of the Métis Community Council's councillors (section 13), as well as confirm the status of persons appointed as youth representatives in relation to a Métis Community Council's board of directors (section 14).
Section 15 of the Bill establishes a prohibition on the use in corporations' names of the expressions "Métis Nation of Ontario", "Métis Community Council", or their French equivalents, without the Secretariat's written consent.
Further modifications from the application of the Corporations Act to the Secretariat or to Metis Community Councils may be set out by regulation (section 16).
On the day that subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, that Act, rather than the Corporations Act, will apply to the Secretariat and to Metis Community Councils. Sections 17 to 29 of the Bill set out amendments to the Act that reflect that change, to come into force on that day. References to the Corporations Act are changed to the corresponding references to the Not-for-Profit Corporations Act, 2010, where appropriate. Unnecessary provisions are repealed (e.g., section 11 of the Act is repealed by section 25 of the Bill), and new modifications and exceptions are added where needed (e.g., section 19 of the Bill, which adds a new section 3.1 to the Act requiring that councillors of the Secretariat must be citizens of the Métis Nation of Ontario).