Certified General
Accountants Association of Ontario
Mr Ralph Palumbo
STANDING COMMITTEE ON
THE LEGISLATIVE ASSEMBLY
Chair /
Président
Mr R. Gary Stewart (Peterborough PC)
Vice-Chair / Vice-Président
Mr Brad Clark (Stoney Creek PC)
Ms Marilyn Churley (Broadview-Greenwood ND)
Mr Brad Clark (Stoney Creek PC)
Ms Caroline Di Cocco (Sarnia-Lambton L)
Mr Jean-Marc Lalonde (Glengarry-Prescott-Russell L)
Mr Jerry J. Ouellette (Oshawa PC)
Mr R. Gary Stewart (Peterborough PC)
Mr Joseph N. Tascona (Barrie-Simcoe-Bradford PC)
Mr Wayne Wettlaufer (Kitchener Centre / -Centre PC)
Substitutions / Membres remplaçants
Mr Bruce Crozier (Essex L)
Mr Bob Wood (London West PC)
Clerk / Greffière
Ms Donna Bryce
Staff / Personnel
Ms Susan Klein, legislative counsel
The committee met at 1542 in committee room
1.
STATUS OF BILL PR4
The Chair (Mr R. Gary
Stewart): Good afternoon, ladies and gentlemen. We will
call the meeting to order. The reason for the meeting today, what
is on the agenda, is a draft bill that has been sponsored by Mr
Bob Wood. We are here under the standing orders to decide or to
consider if this bill is appropriate to be either a private bill
or a public bill.
We have with us Susan Klein,
legislative counsel, who will go through some of the things you
received in your packages regarding their concerns for it to go
one way or another, with some possible recommendations. Susan, I
will let you take over.
Ms Susan
Klein: Actually, instead of reading my written opinion
to you, I would like to provide some context for the question
that's before this committee by explaining a bit about the nature
of private bills. The area is admittedly obscure.
The question for the
committee to decide is whether this bill may be introduced as a
private bill or must be introduced as a public bill. This is a
procedural question and not a legal question or a policy
question. It isn't relevant to this discussion whether it is a
good thing or a bad thing to pass this bill or whether there are
any objectors to its passage. The only question is whether this
bill should be introduced in the Legislature as a private bill or
as a public bill.
The members of the committee
are very familiar with the process by which public bills proceed
through the Legislature. Private bills follow a less well-known
and less public procedure. First of all, they are initiated not
by a member of the Legislature but by an applicant who is an
individual, group or corporation outside of the Legislature. This
applicant is seeking a benefit for the applicant only. Even
though the sponsoring member's name appears on the front of a
private bill, the bill is considered to be the applicant's bill.
The applicant, and not the member, instructs legislative counsel
on the drafting of the bill and the applicant, not the member,
can decide at any time to withdraw the application. The standing
orders also hold the applicant responsible for the costs of
printing the bill and the act after it passes.
The applicant, and not the
member, instructs legislative counsel on the drafting of the
bill, and the applicant, not the member, can decide at any time
to withdraw the application. The standing orders also hold the
applicant responsible for the costs of printing the bill, and the
act after it passes.
The standing orders establish
the procedural requirements that must be met before a private
bill may be introduced. The applicant must publish notices
stating the nature and object of the application, and the
applicant must pay a fee of $150 to the Legislative Assembly and
file various documents with the Clerk of the House.
Having complied with these
requirements, the applicant's sponsor may move that the bill be
given first reading in the House. In contrast to the rules for
public bills, the standing orders do not allow for an explanation
of a private bill in the House when it is introduced. Also unlike
public bills, private bills stand referred to the standing
committee on regulations and private bills after first reading
and do not receive second reading until after clause-by-clause
consideration in committee.
If the standing committee
approves the private bill, it reports the bill to the House,
without any discussion or debate. If a private bill is amended in
committee, the standing orders allow it to be considered further
without being reprinted, unlike public bills, which must be
reprinted after amendment and before being considered
further.
Almost invariably, second and
third reading of private bills takes place without any
accompanying debate or discussion in the House. In sum, all the
public discussion and debate on the merits of a private bill
ordinarily takes place not in the House but in the standing
committee on regulations and private bills.
Another significant
procedural difference between public and private bills is that
the French Language Services Act does not apply to private bills,
so they are usually presented in English only.
A consideration of the
private bill process suggests that it is designed to deal
expeditiously with matters that do not require the attention of
the full House; that is, matters of a private or localized nature
that do not alter the general law or affect the public at large.
This view is supported by the rules of parliamentary procedure
that govern the kinds of bills that can proceed as private bills.
Simple compliance with the requirements of the standing orders is
not the only precondition for introducing a private bill. If it
were, we would find that the legislative process is pretty much
for sale for the price of $150.
Here are some of the rules of parliamentary
procedure respecting private bills that I have learned over the
course of a 10-year practice. A private bill cannot amend or
repeal a public act. It cannot affect public policy. It cannot
affect a large area or a large number of persons who are not a
party to the application. It cannot be used to obtain something
that is already available under general law. It cannot bind the
crown.
Once enacted, a private act
is not administered by a minister of the crown because, after
all, it does deal with a private, not a public, matter. This last
point accounts for the fact that private bills do not contain
provisions authorizing a minister or the Lieutenant Governor in
Council to make regulations and that private bills do not come
into force on proclamation.
What a private bill can do is
obtain for the applicant a benefit not available under the
general law, or an exception from the general law without
altering the general law applicable to the public. I have found
it useful to understand the concept by considering an act of
divorce as the classic historical example of a private act. When
divorce was not legal, an individual could nonetheless get a
divorce by applying for and obtaining an act specific to his
marriage. Clearly, this is an act that affects the named
individuals and makes no change in the general law.
To give a more modern
perspective, here are some examples of Ontario private acts in
recent years: acts to revive an applicant corporation that cannot
be revived under the general corporate law; acts to cancel
property taxes on an applicant's property; acts to permit an
applicant professional association the exclusive right to control
the use of its professional designations, though not to affect
the right of any person to practise that profession; acts to
permit an applicant post-secondary institution to grant specified
degrees to its graduates; and acts to give an applicant
municipality certain powers, for example, with respect to trades
licensing, animal control or heritage property, that it doesn't
have under general municipal law.
The one characteristic that
ties together these diverse private acts is that they affect the
applicant, but they do not alter in any significant way the
general law. For example, when a corporation is revived by
private act, other corporations are affected in that they can now
sue and be sued by the revived corporation. But the law about
revival of corporations is only changed for the applicant to the
act, and not for other corporations.
1550
In arriving at my opinion
about the particular application before this committee, I have
thought about the bill's nature and its public effect. This bill
would allow certified general accountants to practise in
limited-liability partnerships. This means that non-negligent
partners are not held personally liable for their partners'
negligence. This means that in suing for negligence, you can only
name the negligent partners in the lawsuit and you can only
collect from the partnership assets and from the personal assets
of the negligent partners. This changes very substantially the
way that these partners are held accountable to the public and
the way in which the public can institute civil proceedings for a
CGA partner's negligence. While appearing on its face to merely
give a benefit to CGAs, the bill actually alters the general law
applicable to the public in the areas of liability and access to
the courts. In my view, this takes the bill beyond the private
realm and into that of public policy.
The applicant argues in its
written memorandum to the Chair of this committee that the public
policy issues were debated and resolved when the Partnerships Act
was amended to create limited-liability partnerships. But those
amendments provide that further legislation is required every
time a profession seeks the right to practise in
limited-liability partnership form. So far, only chartered
accountants and lawyers have obtained such legislation, both by
way of public legislation.
In my view, new questions of
public policy are raised for each different profession. At the
standing committee that considered the Partnerships Statute Law
Amendment Act, 1998, counsel for the Ministry of Consumer and
Commercial Relations, in his opening remarks on the general
nature of the bill, said: "This type of status may not be
appropriate for all professions. The legislation is structured in
such a way as to provide an opportunity for the government and
the Legislature to consider the policy issues relevant to each
profession including the extent of liability exposure, the
availability of insurance and the sophistication of the
clients."
Another way of looking at
this issue is to consider the private bill process and ask the
following question: Is it appropriate to deal with the liability
of a class of professionals by an expedited process, or is the
effect that this bill will have on the general public such that
it really should be dealt with by the comprehensive process that
applies to public bills?
The Chair:
Before I ask if there are any questions of Ms Klein, I want to
welcome the group that just came in. It's my understanding they
are folks from across Canada, hired by the Canadian Parliamentary
Association, and they're preparing to work as interns in
parliaments throughout South Africa. Are you heading out fairly
soon?
Interjection: Next week.
The Chair:
Well, on behalf of this committee, good luck to you. It will be
quite an experience for you. Welcome.
Are there any questions of Ms
Klein regarding her submission?
Mr Brad Clark (Stoney
Creek): Can you explain to me why, in a previous
submission from the legal counsel for the Legislative Assembly,
they stated that a private bill would be appropriate for this
situation?
Ms Klein:
You're talking about when the Partnerships Statute Law Amendment
Act was before the standing committee?
Mr Clark:
Yes.
Ms Klein:
And the statement was that you couldn't amend the CGA act by
public legislation?
Mr Clark: No. The original position
of legislative counsel, as I understand it, was that it was
appropriate for this amendment to take place through a private
bill. That was the original position, as I recall seeing it
before. Now we have a different viewpoint from legislative
counsel.
Ms Klein: My
understanding is that when the Partnerships Statute Law Amendment
Act, 1998, was before the standing committee, a motion was
requested by one of the opposition members to amend the bill to
provide LLPs for CGAs. A motion was prepared and advice was given
to the opposition party asking for the motion. I know this
because I was given the document. I was given the memo by the
CGAs. Legislative counsel said that the CGA act could not be
amended by a public act, because the CGA act was a private act. I
don't think he said it was appropriate to amend by private-I
don't agree with that statement. I don't think that was right. We
reviewed it in our office.
Mr Clark: So
there's a difference of opinion?
Ms Klein:
No. I think the view of our office as a whole, and we've reviewed
that statement, is that incorrect information was given the first
time. The opinion of the office of legislative counsel is that
public legislation can amend private legislation.
Mr Clark:
You stated earlier in your preamble that private bills cannot
deal, in essence, with something that is public policy that
should be coming through the Legislature.
Ms Klein: By
the public bill process.
Mr Clark:
There was a bill that was passed, and I can't remember the name
of it, actually, for Redeemer College. First off, they were
enacted by a private bill, and then there was a bill sponsored by
the former member for Wentworth-Burlington which granted the
power of that college to issue degrees. It was a private bill.
Isn't that public policy?
Ms Klein:
It's a very localized thing. It's when one institution is allowed
to grant specific degrees to its graduates. We've been doing
those things by private legislation for a long time, but I think
it's specific and localized and I don't think it affects the
public at large. It doesn't say what universities in general can
or can't do or that post-secondary institutions can or can't
behave in a certain way, or no post-secondary institution in
Ontario can provide a course in a certain subject, or all
post-secondary institutions in Ontario must provide a phys ed
class to all their first-year students. That's not it. It doesn't
apply across Ontario, it applies to specific institutions, and so
I think it is of a private nature.
Mr Clark: I
think, Mr Chair, we find that perhaps we're into some grey areas.
I think we would all agree.
Ms Klein: I
don't think there's a right or wrong answer. The question is
whether or not in any particular case you think this is dealing
with a matter of public policy. People can disagree on that.
Mr Clark: In
the case of Redeemer College, they were enacted by a private
bill, they are now allowed to grant degrees by a private bill and
the next bill that's coming before a committee is to change their
name to Redeemer University College. I think you would find a
number of people who would argue that there's some crossover
there on private and public policy. My point is, it would appear
to me that there is a difference of opinion. I think there was a
difference of opinion in Legislative Assembly counsel. I
recognize that you've changed your opinion but, by the same tack,
we have a private bill here and they were enacted by a private
bill, correct?
Ms Klein:
Yes. The CGA act is private legislation.
Mr Clark:
That's fine.
Ms Marilyn Churley
(Broadview-Greenwood): I'm just wondering, instead of
asking a question right now or making a comment: There are two
others who are going to give deputations. Can we do that so we
can hear both sides and have a better understanding of both
sides? Would others agree with that?
The Chair:
Mr Crozier, is that OK with you? OK. We'll keep you on the
list.
Mr Joseph N. Tascona
(Barrie-Simcoe-Bradford): Are you referring to Mr Wood
and Ralph Palumbo? Is that who you are referring to?
Ms Churley:
Bob Wood is on the agenda-
The Chair:
Mr Wood and Mr Palumbo.
Ms Churley:
I'm just thinking it might be beneficial if we heard from them
before we continue on.
The Chair:
If everybody is satisfied with that, we'll call on Mr Wood.
Mr Bob Wood (London
West): As the committee knows, I'm asking for the bill
to proceed as a private bill. We've had a couple of legal
opinions, and ultimately the interpretation of the rules in this
case is up to this committee. The committee is going to have to
hear from all sides and decide what the proper interpretation
should be.
The bill which is before you
today lets certified general accountants enter into limited
liability partnerships, as permitted by the Partnerships Act. The
chartered accountants and the lawyers of course already have this
privilege. The bill has been advertised as required by the rules.
As far as I know, no objections to the bill have come from any
quarters.
There were two objections
raised to proceeding with this as a private bill. One is that a
multiplicity of interests is involved, and the second is that
public policy is affected. It's my view that the multiplicity of
interests was dealt with by the amendment to the Partnerships
Act, as indeed was public policy changed. I think the two
objections are not being dealt with by this bill but have already
been dealt with by the amendment to the Partnerships Act.
1600
It's my submission to the
committee that the bill is procedurally right. It seems logical
that you might amend a private act by a private bill, and that's
what we're asking to do. The bill is certainly very well
supported and I think it's a substantively good bill. I would
urge the committee to do the right thing procedurally, which I
think is to let the bill proceed as a private bill, and let's
do what the people want
and get this bill passed as quickly as possible.
I propose to present a
motion. Do you want me to do that now, Mr Chair?
The Chair:
No. I think we'll wait until we hear from the other people. Are
you finished, Mr Wood?
Mr Wood: I
am.
CERTIFIED GENERAL ACCOUNTANTS
ASSOCIATION OF ONTARIO
The Chair:
We will call on Mr Palumbo, please.
Mr Ralph
Palumbo: I am here on behalf of CGA Ontario. I've
prepared a brief and you have it, so I will be very brief.
It was two years ago tomorrow
that I appeared in this room before the justice committee to
argue that CGAs be extended the same benefit as the others that
were mentioned in the bill. A lot of effort has gone into the
last couple of years to get legislation before the Legislature,
so you can imagine we are very pleased that this committee is now
reviewing and considering this private bill.
Not to repeat everything that
has been said, but I might just say again that our governing
statute is a private act; this is a private bill. It doesn't
change policy, it doesn't make policy, it simply announces to the
public, once it is passed, that CGAs now can form LLP
partnerships. That is the extent of the policy that is being
decided here, in my view.
I would ask you and urge you
to pass this bill, because I think it's something that was
anticipated would happen even at the justice committee. Thank you
very much.
The Chair:
Thank you, Mr Palumbo. I'm going to ask you to stay in your seat,
if you would, so that you may answer some questions if there are
some directed to you.
Ms Churley:
Ms Klein, the thing that struck me about your presentation in
particular was that you said that it doesn't matter, in your
interpretation, whether this is a good bill or a bad bill or
whether or not everybody supports it, that it's the principle at
stake here.
Before I get to my question,
let me say this. I certainly understand an argument you gave that
in some circumstances we have to take each individual case into
account, when you're bringing it into an area of law, and the
differences there might be. We would say, notwithstanding that
you said that's not the issue here, that in this case it's a good
thing, and those kinds of concerns you have, I feel, from my
understanding, would not have a negative impact, and it's
basically the same situation as the others that were already by
law brought into limited partnerships.
I have two questions, then,
out of what you said. Are you concerned more that by doing this
it sets some kind of precedent? I fully believe that no harm is
going to come from this. The second thing is, to your knowledge,
are there other situations in the past where a private bill
similar to this has passed that you had objections to?
Ms Klein:
I'm concerned about the procedural question. If you say, "I think
this is a good thing; I think this is OK," that leaps over the
procedural question. In making this determination, the committee
has to separate itself from the substantive question, and the
only substantive question I guess is, does this affect general
law; does this affect public policy; is there a side to it that
is public policy and therefore you would like to see it debated
to the fullest extent by the process that is allowed for public
bills?
As for precedent, hopefully
every case is distinguishable. If the determination is that this
doesn't deal with public matters, then hopefully that should
stand on its own. We can see all the professional association
private acts come forward now and registered property standards
officers can form LLPs now. They're not forming a line yet, but
there's a long line of similar acts like the CGA act. I think
that door would be open. I don't think we could say to subsequent
professional associations who are governed by private acts that
they cannot get a private act allowing them to form LLPs. That
particular door would be wide open, I think.
The second question was, have
I seen this before, where something that dealt with public policy
was allowed to go forward by private legislation? I'm trying to
think. Not without a fight.
Ms Churley:
The only reason why I ask it-and I should tell you at the outset
that after my careful examination of this I'm not going to accept
your analysis today. Or what I should say is that I'm supporting
letting this bill go ahead. But the one thing you said that
caused me some concern is that I fully accept that this is the
analysis of the people before us and that there's no harm done. I
know you want to stay away from this, but it's part of what we're
talking about here. This is a good thing and in fact should have
been there in the first bill in the first place. It's catching up
in a way and adding what should have been done already.
My only concern from what you
said is that there could be other circumstances within the
context of what you said that I would feel: Yes, this particular
group has a different set of criteria, deals with a different
clientele etc. There could be differences. I might not, under
other circumstances, want them included without a full, public
debate.
All I'm getting at is it's my
understanding that we take these on a case-by-case basis and, if
there were any concerns expressed, then it wouldn't certainly go
through just because this one does.
Ms Klein: On
the question of whether other ones could go ahead by the private
bill process would be answered by this determination. I've also
indicated that if the members of the House think this bill is a
good thing, I don't see a procedural objection or procedural
obstacle to bringing this bill forward as a public bill, whether
it's a government bill or a private member's public bill, which
amends the CGA act. In that way, my procedural concern would not
be a problem, and the procedural concern for subsequent
professions seeking LLP status. Subsequent professions seeking
LLP status then, all the determination, all the discussion of
whether it's appropriate for those particular professions, will be done by the
private bill process, if that's what they want, and that's first
reading in the House, go to standing committee on
regulations-
Ms Churley:
I guess that's what I'm asking you to be really clear about. If
we allow this to happen-that's why I asked about a precedent.
Ms Klein: I
think it is a precedent: Any other professional association that
is governed by private legislation wanting LLP status by amending
their private legislation will not get any objection from my
office as to process. They will comply with the standing orders
for private bills, pay their money, do their advertising, get it
sponsored, introduce it in the House, and all the policy
questions about, do we want registered something-or-other to be
able to have LLPs, will be made in the private bill process.
That's why I've tried to separate this from the substantive
question of whether this is a good thing.
1610
Mr Bruce Crozier
(Essex): I want to say at the outset that I am proudly a
certified general accountant. I'm a life member of the
association and until 10 years ago in business practised my
profession.
Notwithstanding that, I don't
see any conflict of interest, because we deal with issues in the
Legislature that involve lawyers and accountants and doctors and
everyone, and so generally it is something I am interested in but
not something that affects me specifically. In fact, I am not
sure they would even want me practising any more after being a
politician for seven years.
I have a couple of brief
comments. The opinion was referred to earlier by Mr Clark, that
was given by Michael J. B. Wood, legislative counsel, on May 12,
1998, to the NDP caucus. There were two parts to his memorandum.
One said that the motion refers to a matter that's not within the
subject matter of the bill, so the Chair would probably rule it
out of order.
The second part was that the
motion cannot amend the Certified General Accountants Act, 1983,
directly. The 1983 act, unlike the 1956 act, is a private act and
cannot be amended by a public bill. If it can't be amended by a
public bill, then it would seem to me the only other way it could
be amended is by a private bill, and that's why I support
essentially what has been said by each of us here.
As it relates to affecting
public policy, I think it has already been decided that limited
liability partnerships, as they affect public policy, are
accepted and that is in the Partnerships Statute Law Amendment
Act, 1998. The fact that this is another accounting body that's
seeking limited liability partnership has no effect on public
policy, as far as I am concerned, because that has been
determined already.
In my view, to support that,
when the budget was introduced, the Honourable Ernie Eves, as
part of that budget speech and the notes to it, said that the
government has decided they will go forward with allowing
self-employed professionals to be incorporated, which really is
limited liability. So, in that area of public policy-we're
talking about partnerships here-the government has also said that
incorporation, and therefore limited liability, is
acceptable.
This is simply allowing the
certified general accountants to enjoy a privilege that's given
to others. I agree with the comments that really what we want to
do is the right thing and, I will even dare say, to use common
sense. We should proceed with this bill as a private bill.
Ms Caroline Di Cocco
(Sarnia-Lambton): Actually, with regard to what was in
the budget, that was part of my discussion as well, because it
was suggested in that budget to allow professionals to be
incorporated, and there was a sense that was the way it was going
to go anyway.
With regard to the procedural
question, if I could, you say that on one hand the issue of
public policy means that it's going to affect various groups.
This is an individual case, and it's one specific group. This
doesn't mean it's going to affect other groups outside the area.
Again, it's the same as the college that was passed, in that it
didn't in the end affect all the other colleges, it just affected
that specific area.
I'm certainly not legal
counsel, but there was just an interpretive element about what's
one group and what's the general public. I'm suggesting, when I
heard you speak on that, regarding how it affected public policy
versus when a private bill affects one specific group, I
interpreted this as just one isolated case, and it doesn't
impinge on another group in that case. In the discussion that
I've already heard, I do feel that this is quite in order, unless
you have something to add to that.
Ms Klein: I
just wanted to say that what I meant by impinging on other groups
and having an effect on other interests is not other professional
associations, although that was a question Ms Churley raised, and
of the precedent that it raises. When I say that it enters into
the public realm because it affects the public, I mean that the
public consumers of CGA services who are not party to this
application are going to be affected because one side of the coin
is protecting liability and the other side of that coin is the
shortfall to the person suing for negligence. If somebody's
liability is protected, those assets aren't available to the
person suing for negligence and who has won a suit for
negligence. That's who I mean by affecting the public, not other
associations. That's why it looks like an ordinary private act;
it's just giving a benefit to the CGAs, but I think because of
the substance of it, and then dealing with something like
liability and negligence and how we can sue CGA partners, that it
affects the public generally. It affects those third parties who
aren't a part of this.
Ms Di Cocco:
So you're saying that the procedure, then, thus does not become
public. Is that what is in question here when it comes to the
procedural question? This is not debated in public when in fact
you're suggesting it may affect the general public.
Ms Klein:
I'm saying this may affect the general public, and things that
affect the general public should be dealt with in the more public
forum that public bills follow.
Mr Tascona: I have a question for
legislative counsel. I just want to ask you a question. Is it
procedurally proper for a private act to be amended by a private
act?
Ms Klein:
Yes, it is.
Mr Clark:
Section 44.2 of the Partnerships Act: "A limited liability
partnership may carry on business in Ontario only for the purpose
of practising a profession governed by an act...."
My first question is, what
is the definition of an act? It's not in that actual act. It says
here that limited liability partnerships may carry on business if
there is an act that governs a specific profession. Is there not
an act that's governing the CGA?
Ms Klein:
That gets into a legal question which isn't really what I would
want-
Mr Clark:
This is legislation, so, yes, it's a legal question.
Ms Klein:
Yes, but the issue here is procedural, not legal. An act is an
act. A private act is an act, a public act is an act. "Is the CGA
act an act governing a profession?" is a legal question, frankly.
It's arguable that by an act governing a profession, legislation
means an act of a licensing nature or a registration nature, an
act that restricts who can practise, who can do certain acts, who
can carry out accounting work, who can be a doctor. You can't
practise medicine unless you're a licensed doctor. You can't
practise law unless you're a member of the law society. You can't
mix up drugs unless you're a pharmacist. Those are licensing acts
that govern a profession: the profession of medicine, the
profession of law, the profession of accounting in the sense of
the Public Accountancy Act.
I think the CGA act is an
act governing the CGA association. I don't think it is an act
governing the profession of certified general accounting or an
act governing the profession of accounting. It is an act
governing the activities of the Certified General Accounting
Association of Ontario. I think there is a legal question as to
whether that is an act governing a profession or not, and the
argument may be made that it is not an act governing a profession
but an act governing a professional association, and there is a
distinction.
1620
Mr Clark:
Quite legitimately, based on the Partnerships Act, it could be
very easily argued that the CGA is in fact governed by an act,
and 44.2(a) states that the act "expressly permits a limited
liability partnership to practise the profession." In this case
you have a private act which constitutes a governance act, as far
I'm concerned, through the CGA and they need to amend that
private act in order to allow for limited partnerships. I think
part of the difficulty is that we have legislation that has
already been passed by this House that deals with the public
issue itself and sets out very clearly in terminology that this
is a private act and doesn't state the difference.
Ms Klein:
No. The phrase is-
Mr Clark:
It's an act, so I think we are-
The Chair:
Could I interrupt just for a minute? The system is jammed. If
you'll just give us a couple of seconds, Mr Clark, you can go
back and re-ask your question, please.
Mr Clark:
I think we're on sound ground to go ahead and allow this private
act to proceed.
Mr
Wettlaufer: I'd like to ask a question of Mr Palumbo.
Are the members of your association obliged to carry E and O
liability insurance?
Mr
Palumbo: Yes, they are.
Mr Wayne Wettlaufer
(Kitchener Centre): To what limit?
Mr
Palumbo: To a minimum of $1 million.
Mr
Wettlaufer: I think what we have here addresses one of
Ms Klein's concerns, the issue of protection for the public. If
the members of the association are obliged to carry at least $1
million E and O liability insurance, that covers off one of her
concerns, ie, protection for the public.
One thing we have to be
aware of as well is that the limited liability partnership act
does not give the blanket protection that it once did. It was
once used by partners or shareholders of a corporation to prevent
any attachment to any of their personal assets. That, in actual
fact, in law no longer is the case. If a partner or a shareholder
or a director is guilty of gross negligence, or intentional acts,
the limited liability partnership act no longer protects them
from attachment to their personal assets or attachment to their
spouse's personal assets. So I believe that some of Ms Klein's
concerns are covered off here.
The Chair:
Thank you, Mr Wettlaufer. I just caution everybody that this is a
procedural question, not necessarily what various parts of the
existing act do.
Mr Wood:
Would it be in order, Mr Chair, for me to move a motion?
The Chair:
If you would just let me go around the table first, Mr Wood.
Ms
Churley: Could I ask you, had you tried to bring this
forward as a public bill?
Mr
Palumbo: In fact, we did. Following the justice
committee hearings, the parliamentary assistant to Minister
Tsubouchi indicated that the ministry would be looking at this
and working with us. Unfortunately, that just didn't happen and
we were alternately told that the bill should be in one form and
another, just because, as Ms Klein said, it's a very difficult
issue. But we finally settled on this because the public bill
wasn't coming. We think it's appropriate in this case, since we
have a private act that governs our association. But we did try,
yes.
Mr Wood:
Are you ready for my motion yet?
The Chair:
Just a moment, Mr Wood. Any other questions? Now, Mr Wood.
Mr Wood: I
move that draft Bill Pr4 is the proper subject matter for a
private bill.
The Chair:
Any debate on the motion?
Ms
Churley: I wasn't contemplating that the motion was
going to be that firm in recommending that this be proper for a
private bill. I'm just trying to think if there is-
Mr Wood:
That's the drafting I was given, actually.
Ms
Churley: Oh, was it? By legislative counsel?
Mr Wood: In this case, I'm
prepared to support it.
The Chair:
As I mentioned, Ms Churley, this is a procedural question. I
think the wording of the motion certainly addresses that
question.
Is there any other debate?
Then we'll call the question. All in favour? Carried
unanimously.
Any other business of the
committee?
Interjection.
The Chair:
No, Mr Tascona, not just yet. I appreciate you want to get home
on a Thursday night, but Bill 42 has been referred to this
committee and a subcommittee meeting will be called to discuss
how this bill should proceed in committee. So we will advise you
of that very shortly.
Now we can adjourn, Mr
Tascona.
Mr
Tascona: Bill 42. What's the title?
The Chair:
I will read it for you. This is from the Ministry of Consumer and
Commercial Relations, An Act to enhance public safety and to
improve competitiveness by ensuring compliance with modernized
technical standards in various industries. One industry, I
understand, is the carnival industry. So it's a fairly important
bill. We will meet with the subcommittee and discuss how we go
from here.
Ms
Churley: I'll try to make the next subcommittee
meeting.
The Chair:
OK. Thank you very much for your co-operation. The meeting is
adjourned.
