Bill S-25

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1st Session, 36th Parliament,

46-47-48 Elizabeth II, 1997-98-99

senate of canada

BILL S-25

An Act respecting the Certified General Accountants Association of Canada

Preamble

WHEREAS the petitioner was incorporated by an Act of the Parliament of Canada, being chapter 116 of the Statutes of Canada, 1913;

AND WHEREAS, on July 28, 1982, a Ministerial order to change the name of the petitioner was issued under section 216 of the Canada Corporations Act, Revised Statutes of Canada, 1970, chapter C–32;

AND WHEREAS the petitioner has by its petition prayed that its Act of incorporation be amended as hereinafter set forth and it is expedient to grant the prayer of the petitioner;

1913, c. 116

NOW, THEREFORE, Her Majesty, by and with the advice and consent of the Senate and House of Commons of Canada, enacts as follows:

1. The long title of chapter 116 of the Statutes of Canada, 1913 is replaced by the following:

An Act to incorporate the Certified General Accountants Association of Canada

2. Sections 1 to 7 of the Act are replaced by the following:

1. John Leslie, Harry R. Mallison, Fred C. Larivière, Chas. A. Bourne, Alex. N. DeTilly, Jas. N. Doyle, Fred J. Walker, Jas. T. Smith, Edward A. Stewart, Jas. R. Murray, Jos. Jones, and John Dick, all of the city of Montreal, accountants, together with such persons as may be admitted to membership of the corporation, are incorporated under the name of the “Certified General Accountants Association of Canada”, or, in its short form, “CGA-Canada”.

Membership

2. CGA-Canada consists of

(a) persons who are members in good standing of provincial and territorial associations of certified general accountants that are affiliated with CGA-Canada; and

(b) other persons who qualify and undertake to be bound by the by-laws of the association and are admitted to membership.

Corporate capacity

3. Subject to this Act, CGA-Canada has all the powers, rights and privileges of a natural person.

Objects

4. (1) The purposes of CGA-Canada are to promote the practice and profession of accountancy and the practices, and common interests of certified general accountants.

Powers

(2) Without limiting the generality of subsection (1), CGA-Canada has in carrying out its purposes all the powers necessary

(a) to promote the knowledge, skill and proficiency of its members and to that end develop and institute programs, examinations and methods of evaluation of professional knowledge, experience and standards of professional conduct;

(b) to establish categories of membership, determine the rights, privileges, terms and conditions applicable to the categories and fix their fees, dues and levies;

(c) to grant certificates in respect of membership categories and qualifications and to admit persons to membership and expel members for cause;

(d) to create and improve standards of financial accounting, reporting and auditing for its members, which standards may be used by any other person or body;

(e) to conduct, direct, monitor, support and publish research and studies in respect of accounting, auditing and related financial matters;

(f) to encourage and assist provincial, territorial and affiliated associations in the carrying out of their objects, especially the development, implementation, promotion and maintenance of appropriate and uniform standards of professional qualification and conduct and the holding of examinations for admission to membership;

(g) to encourage and assist the accounting profession in general and certified general accountants in particular to adapt to changes in the accounting profession;

(h) to communicate with the public, governments, the accounting profession and other parties in respect of issues, circumstances, policies, practices and other matters that have a national aspect and are of concern or interest to certified general accountants, the accounting profession or society generally and to educate the public concerning the profession of accountancy;

(i) to promote the advancement of national and international harmonization, coordination and consistency of professional qualifications and of accounting and auditing standards;

(j) to maintain cooperation and liaison with and membership in any other national or international professional, academic or business organizations having similar or related interests to those of CGA-Canada;

(k) to manage the business and property of CGA-Canada;

(l) to do all such other things as are likely to promote the purposes of CGA-Canada.

Non-profit corporation

5. The activities of CGA-Canada shall be carried on without pecuniary gain to any member but reasonable remuneration may be paid to a member for services actually rendered to or on behalf of CGA-Canada.

Head office

6. The head office of CGA-Canada shall be at such place in Canada as may be fixed by by-law.

Board of Directors

7. The affairs and business of CGA-Canada shall be managed by a board of directors consisting of not less than five directors nor more than such specific number of directors as may be fixed by by-law.

Meetings

8. (1) Meetings of CGA-Canada may be held as provided by by-law but at least one annual general meeting shall be held in each calendar year at which members

(a) receive the financial reports for the previous fiscal year;

(b) appoint an auditor for the present fiscal year;

(d) conduct such other business as is relevant to the purposes of CGA-Canada and permitted under the by-laws.

Proxies

(2) A member may be represented and vote by proxy at any annual or special general meeting of CGA-Canada but no proxy may be exercised by a person who is not a member of CGA-Canada.

3. The Act is amended by renumbering sections 8 to 12 as sections 9 to 13, and by substituting “CGA-Canada” for “the Association” where these words occur in those sections.

Published under authority of the Senate of Canada

Explanatory Notes

Clause 1: This amendment, in the English version, reflects the name of the Association enacted by clause 2. The original name of the Association was the “General Accountants Association”. It was changed on July 28, 1982, by order of the Minister of Consumer and Corporate Affairs, to “The Certified General Accountants’ Association of Canada”. The name becomes the “Certified General Accountants Association of Canada”, or, in its short form, “CGA-Canada”.

This amendment, in the French version, reflects the name of the Association enacted by clause 2, which provides the Association with a French name equivalent to the English one. The part of the Ministerial order of 1982 that granted the Association the French name “Association des comptables généraux agréés du Canada” was declared null and void for reasons of administrative law by the Federal Court of Canada, Trial Division, on April 4, 1985. The new name is “Association des comptables généraux accrédités du Canada”, or, in its short form, “CGA-Canada”.

Clause 2: Sections 1 to 7 at present read as follows:

1. John Leslie, Harry R. Mallison, Fred C. Larivière, Chas. A. Bourne, Alex. N. DeTilly, Jas. N. Doyle, Fred J. Walker, Jas. T. Smith, Edward A. Stewart, Jas. R. Murray, Jos. Jones and John Dick, all of the city of Montreal, accountants, together with such persons as may be admitted to membership of the corporation, are incorporated under the name of the “General Accountants Association”, hereinafter called “the Association”.

2. The purposes of the Association shall be to fix standards of skill and competency for its members and thereby promote efficiency in accountants, and for the said purposes the Association may throughout Canada, —

(a) hold such examinations as are found expedient; and

(b) grant certificates of efficiency to persons who have passed such examinations.

3. The membership of the Association shall consist of accountants who have passed the prescribed examinations, and of such persons as the directors may admit as non–certificated members until such time as they have passed the prescribed examinations, and of whose qualifications and fitness the directors approve.”

4. The Association may receive, accept, purchase and hold any personal property, lands buildings and hereditaments for the purpose of the Association, and may sell, mortgage, lease or dispose thereof, but so that the Association shall apply all its profits, if any, or other income, in promoting its objects, and shall not at any time pay any dividends to its members. The provisions of this section shall not prevent the remuneration of members of the board of directors or officers of the Association for services rendered out of any surplus remaining after the ordinary expenses of the Association have been met.

5. The head office of the Association shall be in the city of Montreal.

6. The affairs and business of the Association shall be managed by a board of directors consisting of not less than six and not more than twenty-one members, to be constituted in such manner as may be provided by by-law; and the persons named in section 1 of this Act shall be the officers and directors of the Association until others, under the provisions of this Act, are elected to fill their places.

7. The first general meeting of the Association shall be held during the year one thousand nine hundred and thirteen at such time and place and upon such notice as the directors may decide. Subsequent general meetings shall be held as the by–laws of the Association may provide, but at least once in each calendar year. At any general or special meeting members may be represented and vote by proxy, but no such proxy shall be exercised by a person who is not a member of the Association.”

Clause 3: This amendment is consequential on the amendment proposed in clause 2.