CAIMS*SCMAI E-News Volume 15, Number 7

May 19, 2015.

Editor: Sharene Bungay (sharene@mun.ca)

CONTENT
Special Issue: E-News from the CAIMS Treasurer, May 2015

1. New CAIMS By-Laws and Articles of Continuance
2. Summary of changes to the CAIMS By-Laws
3. CAIMS Financial Reporting

1. New CAIMS By-Laws and Articles of Continuance

The new Canada Not-for-profit Corporations Act (CNCA) took effect last fall and CAIMS was required to submit new documentation to Corporations Canada by Oct 17, 2014, in order to continue as a not-for-profit corporation under the new Act. The documents to be submitted require approval by a members' vote at an AGM. Since we were were not able to do this at last year's AGM, we could not meet the deadline. The legal status of CAIMS is not in jeopardy yet, since Corporations Canada is giving corporations who missed the deadline a chance to complete their continuance before dissolving any corporations that have not continued. However, if CAIMS does not transition to the new legislation this year, it will likely be dissolved for failure to complete the transition.

In the past few months the necessary documents (new By-Laws and Articles of Continuance) have been prepared by Ottawa lawyer Kimberley Cunnington-Taylor with input from the CAIMS Treasurer. The Board of Directors approved the new documents at a Meeting held on April 29, 2015. We will present them at the AGM in Waterloo on June 9 in order for the members to pass a special resolution authorizing the continuance.

If you are attending the CAIMS Meeting in Waterloo in June, please make a point of attending the AGM which will be held during the lunch break on Tuesday June 9. It is very important that we have a good turn-out at the AGM to ensure quorum so that we can pass the resolution for the continuance of CAIMS.

In preparation for the AGM, the CAIMS Secretary Sharene Bungay will be sending you the new By-Laws and Articles of Continuance in the next few days, along with the Notice and Agenda for the upcoming AGM. Please take the time to look at them. If you have any questions, please contact the Treasurer Lucy Campbell <campbell@math.carleton.ca>


2. Summary of changes to the CAIMS By-Laws

A few changes in the By-Laws were required in order make our activities compliant with the new CNCA. As a result, there are some additional activities that we will have to carry out at the AGM every year.

The most important changes to note are the following:

--Under the CNCA, new Officers and Directors can only be appointed with a members' vote at an AGM. For convenience, we have always conducted a mail-in vote to elect new Officers and Directors. We can continue to do so, but in order for the results of the election to be recognized under the CNCA, we must have a members' vote at the AGM to ratify the appointment of any Officers or Directors that have been selected through the mail-in voting process. This year we voted for a new Secretary, President-Elect and Director (Board member), so at the upcoming AGM we will have a members' vote to ratify their appointments. These procedures are referred to in Articles 5.3 and 5.4 of the new By-Laws.

--We have always voted for a new President-Elect every 2 years and then when this person takes office, the old President-Elect and President automatically become President and Past-President, respectively. Under the CNCA, we are required to have a members' vote at the AGM to ratify the new appointments. So at the upcoming AGM we will have a vote to appoint Ray Spiteri and Ian Frigaard as President and Past-President, respectively. These procedures are referred to in Articles 5.3 and 5.4 of the new By-Laws.

--With the members' approval of the new By-Laws, we wish to change the terms of Secretary, Treasurer and Communications Officer to 3 years, instead of 2. Historically, we have found the two-year turn-over time to be too short. We have updated the By-Laws to reflect this change for the Treasurer and Communications Officer, so the change would take effect the next time we fill these positions. See Articles 5.4 and 7.2 of the new By-Laws. Since we are in process of electing a new Secretary to a two-year term under the old By-Laws, we cannot change the Secretary's term now, but plan to make the change later, so that it will take effect the next time we appoint a new Secretary.

--Articles of Continuance: CAIMS is required to have a mailing address to use for communicating with Corporations Canada and the CRA. We have been using the Treasurer's address so we change it every time we have a new Treasurer. The Articles of Continuance specify that the registered office is situated in Ontario. This is correct for now; however, if in future we need to change to an address in another province, we will have to make changes to the Article of Continuance. For convenience, we have arranged to have a permanent address in Ontario (the address of the CMS offices in Ottawa). The CMS has agreed to provide this service to CAIMS. We will therefore be presenting a members' resolution at the upcoming AGM to formally change to this address.


3. CAIMS Financial Reporting

It has also been brought to our attention that CAIMS had not in the past been filing tax returns with the Canada Revenue Agency. However, as a not-for-profic corporation, we are required to do so annually. In the past few weeks the CAIMS Treasurer Lucy Campbell has been working with Ottawa accountant Nicholas Ralph to prepare a letter of Voluntary Disclosure to submit to the CRA along with other information. By doing so, we hope to avoid being penalized for not submitting returns in previous years; however, we may have to pay for HST in connection with registration fees from past conferences. We will update the members on the situation once we have received a reply from the CRA to our Voluntary Disclosure.

Under the CNCA, we are also required to prepare annual financial statements to present to the members at the AGM, as we have always done, but the statement must be of a specific format, depending on the level and type of revenue acquired in the most recent financial year, and under certain circumstances it may also need to be submitted to the CRA. This year we are preparing a compilation report for the members with the assistance of our accountant. This report will be sent to you with the AGM Notice and Agenda in the next few days and will be presented by the Treasurer at the AGM.

At the AGM we will put forward a members' resolution to waive the appointment of a public accountant for the upcoming financial year. If passed, this resolution will allow us to prepare a compilation report for the next year-end (April 2016), provided we meet the requirements to allow that. Without such a resolution we would be required to prepare a more detailed type of statement which would be considerably more costly to prepare.

CAIMS*SCMAI E-News Information

CAIMS*SCMAI E-News is distributed electronically several times a year by the Canadian Applied and Industrial Mathematics Society/Societe Canadienne de Mathematiques Appliquees et Industrielles (http://www.caims.ca).

Past issues are available on the web at http://www.caims.ca/content/e-news-archive
Submissions are welcome and should be sent in plain text format to:

Sharene Bungay, CAIMS-SCMAI Secretary,
Email: sharene@mun.ca

The views expressed herein do not necessarily represent those of the Board or Membership of CAIMS*SCMAI. The editorial policy of this publication is to encourage the discussion of issues and facilitate the dissemination of information relevant to Canadian applied and industrial mathematics.

If you wish to have your name removed from the e-mailing list for the CAIMS*SCMAI E-News, please send an email message to Sharene Bungay as above.

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