New Affiliation Agreement With T U C

[PeterSL]

Trout Unlimited Canada is asking each of its 22 Chapters to enter into a new affiliation agreement with TUC Corporate by signing a revised Chapter Charter. The reasons for this are primarily to establish a greater degree of cohesiveness and commonality across Canada in support of TUC’s mission and message, to improve information sharing for purposes of promoting that mission and to ensure compliance with CRA financial requirements governing charitable organizations.

 

Over the past year and a half, the executives of the Northern Lights Fly Fishers Chapter have worked with TUC in revising this agreement to meet the needs of TUC Corporate and individual Chapters. Copies of the final draft will be available for members at the next few meetings. A copy can also be emailed to a current member of TUC if requested of any member of the executive. It is a two-year agreement at which time consideration may be given to amending the Charter and both parties will have the option of whether to renew affiliation.

 

We are planning for a discussion and vote on the Charter at the Business Meeting on May 2, 2018. Please plan to attend so that we can have a comprehensive discussion on the matter prior to voting. Also please bring any questions regarding the content of the Charter to the executive as soon as possible. If needed we will refer questions to TUC for clarification prior to the vote.

[TJD]

I have carefully studied this document and find it terrible.NLFF will lose everything. All assets held by NLFF will become the property of Trout Unlimited Canada. This includes all bank accounts and their contents, our library and because an organizations name is an asset we lose ownership of that as well. Because this contract results in the loss of all our assets this matter will have to be discussed, voted on and approved by the membership at a General Meeting before it can be signed.

[PeterSL]

There is a discussion and vote on the agreement scheduled for the May 2nd Business Meeting and it won't be signed before its approved. Hope everyone reads it.

We are and have been a Chapter of TUC since 2009 and nothing is lost unless we disaffiliate with TUC and revert to being Northern Lights Fly Fishers or Tyers as we were then. There is no desire on the part of TUC Corporate to take anything away from its chapters. In fact they want to give back to the Chapters some of the fees that members pay, work closer with us and increase liability protection. Some clauses in the agreement, especially regarding finances, are the result of increased attention by the Canada Revenue Agency to the assets of charitable organizations such as ours and a desire to protect our registered charity status. However, it should be an interesting discussion at the meeting. Hope you can be there.

[TJD]

Read the agreement. It is a contract and what it says is what it means. No more and no less. Paragraph 18 states "The assets held by any Chapter are the property of the Corporation."

Paragraph 36 states "Upon expulsion, dissolution or suspension of the Chapter, all assets belonging to the Corporation shall be turned over to the Corporation forthwith." A contract does not recognize "no desire on the part of TUC Corporate " to have any legal argument. Paragraph 4 gives TUC the right to expel a Chapter for whatever cause it deems reasonable with no recourse for the Chapter offered in this contract.

 

I don't know how you can say that "nothing is lost unless we disaffiliate" . It is lost the moment we sign this agreement.

 

I think you will find that any agreement that gives all of our assets away will require a full quorum vote at a General Meeting.

[PeterSL]

It is certainly a contract and states exactly what is required of a chapter of a registered charitable organization. Like TJD, the executive initially had a negative reaction to it until we started to understand the rationale behind it, some of the constraints that charities face to retain their registered status, and some of the improvements that TUC Corporate wanted to make in its workings with the Chapters. Perhaps some background to the affiliation agreement will help with the discussion:

 

NLFT voted unanimously in 2009 to join TUC and voted to change its name to recognize the affiliation. Letters were sent out from TUC Corporate to all members at the time welcoming them and explaining the new Chapter. Since then we have each paid membership dues to belong to TUC, advertised ourselves and advocated with government as a Chapter of the organization and have used the benefits of our charitable status to raise funds, issue tax receipts etc. Last fall the CEO of TUC asked us for feedback on a draft revised affiliation agreement. The reasons for it were primarily to establish a greater degree of cohesiveness and commonality across Canada in support of TUC’s mission and message, to improve information sharing for purposes of promoting that mission and to ensure compliance with CRA financial requirements governing charitable organizations. The executive discussed it in some detail and met with the CEO of TUC to better understand the rationale and to clarify its implications for all chapters in general and for NLFF in particular. Through correspondence we suggested some changes, all of which were included in the version that all chapters have now received.

 

As part of TUC we are subject to its bylaws which reflect the legal requirements for registered charities. One of CRA’s Obligations of Registration is that TUC must “control and direct the use of all its resources (funds, personnel, and property)” TUC’s Bylaw, 2.03 d. reflects this: "Property held by a Chapter or Council, including donations and income, is the property of the Corporation.” As a Chapter and by law we do not own any assets; we manage that portion of TUC’s assets that we have helped to accumulate. The new agreement clarifies that and helps us with asset management.

 

CRA has the right to ask TUC to demonstrate that it is meeting the requirement that the majority (90%) of its assets are being used for charitable purposes as specified in its registration. To do this TUC must know what each Chapter holds in order to report accurately. It is the law that is driving most of the financial requirements in the agreement. These requirements are designed to protect our charitable status and help us to continue to function within it.

 

There are other aspects of the agreement that I believe will help us be more effective including insurance, sharing and communication. However, I don’t believe that the agreement itself is the key issue. The basic, underlying decision for us, I think, is do we want to stay part of a national charitable organization and continue doing what we’ve done for the past 9 years or do we want to disaffiliate and start from scratch. If we choose not to sign on we cannot retain any assets accumulated through use of affiliation with the charity to which we belong. I believe the current CEO would negotiate some division of the assets as best she could within the bylaws. She knows that through the work we do we will continue to support TUC’s mission, albeit less effectively. However, we would lose some of the assets, influence and support that we have built.

 

These are my views and my interpretation. The executive will meet prior to the vote to finalize its recommendation. Please pass on any questions you may have so that we can try to find answers to them and have an informed debate.

[SpOtFyRe]

Since it's unlikely that I'll be at the meetings in person to view this document, could I please get a copy emailed to myself. I will DM my contact information in case it hasn't been relayed from TUC.

 

Given some other involvement I have with Non-Profit Executives those financial clauses as listed in the thread do not raise huge concerns for myself. The only other way around would be to require all the individual Chapters to be Non-Profits themselves and then register up to TUC with it's own unique Non-Profit. This increases the submission paperwork required by each of the chapters for auditing, and additional follow-up on any funds dispersed from TUC to the Chapters for auditing and also the policies and procedures in place. To function under one, simplifies the process immensely.

 

As long as the Chapter maintains an active feedback/involvement with the TUC Executive then our interests will not fall by the wayside.

[PeterSL]

Copy sent. Thanks for the comments, Cassie. Improving the communication between TUC Corporate and the Chapters was a priority for the CEO and for the NLFF executive and led to the addition in the final version of the last sentence in Item 33, "The Corporation will consult Chapters regarding issues in their area in the development of National policies, position statements, conservation campaigns and conservation agendas".

[PeterSL]

Questions about the Affiliation Agreement which were raised at the Business meeting on April 4th or before were emailed to Silvia D'Amelio, TUC's CEO. She will be in attendance at the Business Meeting on May 2nd to answer those and any other questions directly. Please attend the meeting if possible but if not consider requesting a proxy vote form so that we can have the quorum required (20 current members of Trout Unlimited Canada) to hold a vote on the matter. PROXY May 2nd,'18.docx PROXY May 2nd 2018 (1).pdf

 

 

You may also want to check the status of your membership as some may have expired in the past few months. New and renewal membership applications can be obtained at https://tucanada.org/become-a-member/

 

With regard to the question "why does Alberta Fish and Game Association not have the same or similar requirements of its member organizations as TUC has of its Chapters?" - We checked with AFGA's head office: Although AFGA is a registered charitable organization it does not operate as an 'umbrella organization' as does TUC.Corporate. AFGA does not allow its member groups to use AFGA's charitable status and issue tax receipts and thus it has no need to require those groups to adhere to the requirements of the Charities Act and the Income Tax Act. Some of their member groups may be registered charities in their own right and thus would need to follow legal requirements but would not need to report to AFGA.