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LAW TIMES • NOVEMBER 21, 2011 Gun registries may survive new law Harper should have sent to a House of Commons committee last Tuesday. Toews sometimes talks too much and gets himself into trou- ble. His appearance came as a se- cret report prepared and written last year by Mark Potter, one of his senior civil servants, had just become public through a free- dom of information request from Th e Canadian Press. It revealed how some border P guards are afraid that the end of the gun registry will mean more guns smuggled across the border from the United States now that the weapons will no longer re- quire registration. Imagine the scene. A border guard opens the trunk of a re- turning car and fi nds a pile of rifl es and shotguns. "Are those guns registered?" the guard chal- lenges the driver. "Don't have to be," the driver responds. "I'm a Canadian. We don't register guns." But the guard still wants to know where the guns came from. So the driver tells him he got some of them at a yard sale, others at a pool hall, a few on the street, and a couple as gifts from friends. "And this one here I got from the old man before he passed away," the man says. As Toews explained to the committee, when the gun reg- istry goes, the government will destroy the data on seven million rifl es and shotguns as well. Th ere will be nothing left. If you're a cop and you want to know who owns a gun, you'll have to guess instead of turning to the registry. But according to Toews, the data in the report on border guards was wrong. A deputy minister is now looking into the matter. So it's goodbye Potter. So the data he had was wrong? But then, does the Harper government need any data rather than ideol- ogy and gut feeling? What kind of reliance on data is there when the government discards statistics from police fi les showing crime is down to 1973 levels in favour of Toews' mysterious unreported crime that the cops supposedly don't know about? Data? Who needs data from the long-form census? You can abolish it instead. Th en Toews tells the commit- tee not to worry about smuggled guns. Cops can always check out gun stores for information on gun ownership. Toews stopped suddenly. He probably realized where he's heading. He's talking too much again, way beyond the speaking notes they gave him. Th e next thing he might say is how the cops can go to gun stores and collect data on gun owners by asking for names, addresses, telephone numbers, and descrip- tions of weapons bought there. ublic Safety Minister Vic Toews was the last person Primer Minister Stephen The Hill By Richard Cleroux Th at would be a disaster. Th ere's only one small step between having police write the information down in their little notepads and then bringing it back to the police station to en- ter it into their computers. If that isn't a new gun registry by another name, what is? Imag- ine the headline the following day: "Toews to start up new gun registry." It's a great way to get himself fi red. In the meantime, an enter- prising Radio-Canada reporter got a bright idea. She went off to Maniwaki, Que., about 110 kilo- metres from Ottawa and the site of some of the best hunting in the country. Th e friendly gun shop owner there explained that he keeps a registry of the names, ad- dresses, and telephone numbers of everybody who buys a gun in his shop , as well as a description of the weapon they bought. Th at's to help police when they come around. Call it civic duty, call it the law or call it smart business. It helps to have the cops on your side when you're in the gun business. Th e owner was keeping his own registry even before the fed- eral rules became law and he'll still be doing it after Harper de- stroys the offi cial one. Th e reporter seems pleased. So it seems Toews' plan to send cops around to gun shops might work. Police would at least get some information about guns out on the streets. But the kicker comes unex- pectedly. Th e gun shop owner says that once the gun leaves his store, there'll be no telling where the weapon is going to end up. It could be sold, given away, stolen or lost. It could end up in anybody's hands for whatever purpose. No more gun registry will mean there's no longer a paper trail for the cops to follow. But when Harper's legisla- tion passes before the end of the year, the best place to buy your guns and avoid having the cops know about them will be in the United States where they cost about half of what they do here. Make sure you don't get a receipt or anything else the cops can trace and slip into their own private gun registries or special notebooks that Harper hasn't found and destroyed. Th ere's more than one way for a law-abiding gun owner to avoid ending up in a police gun registry. Richard Cleroux is a freelance re- porter and columnist on Parlia- ment Hill. His e-mail address is richardcleroux@rogers.com. COMMENT New Not-for-profit replace Part II of the Canada Corporations Act. Th e new act does not apply automatically to corporations incorporated by letters patent under Part II of the existing one. All of these corporations will have three years to apply for a certifi cate of continuance in order to continue un- der the new act. Failure to continue within this time frame will result in disso- lution of the corporation. As well, all new incorpo- Corporations Act takes effect O BY THERESA MAN For Law Times n Oct. 17, new federal legislation un- der the Canada Not-for-profi t Cor- porations Act fi nally came into force to Speaker's rations must be conducted under the new act. Regulations for the act came into force as well. Historically, not-for-profi t corporations were incorporated by special acts of Parliament until the enactment of the Companies Act Amending Act of 1917 that later became the Canada Cor- porations Act in 1964-65. Part II of the Canada Corporations Act governs the incorporation and governance of federal non-share capital corpora- tions. Th is framework has remained essentially unchanged since 1917. It sets out very few rules on corporate governance, and corporations are required to comply with Corporations Canada's policy statements on these matters. After vari- ous attempts at corporate reform, the new act was fi nally enacted by Parliament and received Royal assent on June 23, 2009. Th e new act is modelled after the Canada Business Corporations Act. It provides a mod- ern corporate framework and a very detailed set of corporate governance rules. It also provides a simplifi ed process for incorporation as of right by which a certifi cate of incorporation is issued upon the submission of articles of incorporation, notice of registered offi ce, and notice of directors by one incorporator. Many of the rules of the new act are similar to those contained in the Canada Business Corporations Act and will be familiar to lawyers who work with the for-profi t sector. However, these rules are unfamiliar to the non-share capital charitable/non-profi t sector. As a result, there will be a steep learning curve for them to become fa- miliar with these new rules. Th e continuance process will involve apply- ing for a certifi cate of continuance by fi ling ar- ticles of continuance and a notice of initial reg- istered offi ce address and fi rst board of directors. Prior to applying for continuance, the Canada Corporations Act will continue to apply. Dur- ing that time, corporations under the Canada Corporations Act can continue to apply for sup- plementary letters patent and approval of bylaw amendments under the existing legislation. Upon the issuance of the certifi cate of continu- ance, the Canada Corporations Act will cease to apply to them. Th e Canada Corporations Act does not per- mit Part II letters patent corporations to be ex- ported and continued under another statute or legislation. Th ere is, therefore, no mechanism under the Canada Corporations Act to allow them to be continued under the new act. Th is gap is remedied by the transitional provisions CONSERVATIVES AND THE CHARTER I am having diffi culty reconciling this viewpoint of the emasculation of the Charter by liberal justices with the implied assertion that conservative appointments Corner that require Part II corporations to apply for a certifi cate of continuance under s. 211 as well as subsections 212(3) and 212(7) of the new act. Because the rules under the new act are very diff erent from those of the Canada Corporations Act, what needs to be set out in the articles and bylaws is also diff erent from what is currently set out in the letters patent, supplementary letters patent, and bylaws. Th e diff erence means that the continuance process is not simply a matter of transposing the provisions of the letters pat- ent and supplementary letters patent into the ar- ticles and using the same bylaws. Th e articles of continu- ance will need to set out certain required informa- tion, including membership classes and their voting rights; number of directors; any restric- tions on the activities that the corporation may carry on; a statement of the purpose of the cor- poration; and a statement concerning the dis- tribution of property remaining on liquidation. Although it is not necessary to fi le bylaws in the continuance process, they should be updat- ed to bring them into compliance with the new act. It provides a set of rules that will apply to federal not-for-profi t corporations. Th erefore, relatively few matters are left to be addressed in the bylaws and fewer issues still must be con- tained in the bylaws. As a result, corporations will be placed in the position of having to make a choice: draft new bylaws with the same level of comprehensive detail as they now have or draft simplifi ed bylaws addressing only the essentials. Th e new act also contains many new con- cepts and mechanisms. For example, it diff eren- tiates between soliciting and non-soliciting cor- porations depending on their level and source of income. Soliciting corporations will need to comply with certain requirements under the new act, such as having a minimum of three directors, at least two of whom are not offi cers or employees of the corporation, and fi ling an- nual fi nancial statements. Examples of other new concepts include non-voting members be- ing entitled to vote separately by class on certain fundamental changes and members having re- course to apply for many new remedies, such as oppression remedies and derivative actions. To assist the sector, Corporations Canada released a number of helpful guides for the in- corporation and continuance processes and a useful overview of how to operate a corporation under the new act after incorporation or contin- uance. Th ese guides are available on Corpora- tions Canada's web site. In addition to releasing a model bylaw, Corporations Canada's web site also provides a bylaw builder tool to help create rules that meet the requirements of the new act by choosing from a list of sample provisions. Since all Part II corporations will be re- quired to continue under the new act within three years of its coming into force, it is very important for them to have a clear under- standing of the rules. Th eresa Man practises charity and not-for-profi t law at Carters Professional Corp. in Orangeville, Ont. Editorial Correspondence will put the rights back into the Charter of Rights in the context ascribed to by Sam Goldstein. Follow- ing this reasoning, one must be reminded that this is the same government agenda which is giving us the omnibus crime bill and its bag full of goodies which don't seem very pro-Charter to me. Comment on lawtimesnews.com by Nadine about "Lawyer hoping for conservative new SCC judges." www.lawtimesnews.com PAGE 7