Civil Section Minutes 2007

Unincorporated Non-Profit Associations (Joint Project)

Presenter: Kevin Zakreski, Staff Lawyer, British Columbia Law Institute

At the ULCC meeting in 2005, a decision was made by ULCC, the National Conference of Commissioners on Uniform State Laws (NCCUSL) and the Mexican Uniform Law Centre (MCCUSL) to pursue possible joint projects. The topic of unincorporated associations (that is, two or more people coming together for a purpose other than making money) was identified as a possible joint project at that time. At the ULCC meeting in 2006, Arthur Close provided a status report and confirmed the joint drafting committee was following a work plan and preparing a list of principles to be distilled from meetings held in the spring 2006; then it would seek to have legislative drafters assigned to the project with the goal of having versions of the uniform statute in all three languages which could be referred to the individual Conferences.

Since the ULCC meeting in 2006, a list of principles was completed and circulated to the joint drafting committee, legislative drafters were assigned, the NCCUSL team prepared and circulated a draft Uniform Act for implementation in the United States and the ULCC team began work on its uniform legislation. An initial draft of a stand-alone Uniform Act has been prepared and revised and a revised version is being shared with the NCCUSL and MCCUSL participants. In addition the ULCC team decided that a second Uniform Act should also be prepared, involving a legislative statement of the principles in a form that could be adopted directly as amendments to the Civil Code of Québec. The creation of a Québec specific version of the Uniform Act will be a first for the Conference and will aid the Mexican participants who also face the challenge of implementing the principles in the context of a legal tradition based on a civil code.

The NCCUSL Uniform Act will be formally presented to the NCCUSL annual meeting (July 27 – August 3, 2007). NCCUSL’s by-laws require Uniform Acts to be read at two consecutive annual meetings before approval and this ‘first reading’ of the NCCUSL Uniform Act will allow the project to conform to those by-laws. In addition, a meeting of the joint drafting committee will take place in fall 2007 to review the draft Uniform Acts prepared by the ULCC, NCCUSL and Mexican Uniform Law Centre teams and to discuss their approaches to implementing the principles and whether it is possible to harmonize the language used in the Acts and commentaries.

Mr. Zakreski then outlined some key principles in the Statement of Principles including: Principle 1 (organizations covered); Principle 2 (Internal rules of practice) and Principles 9 and 10 (Applicability of other law).

Discussion:

The discussion centred around concerns with some of the principles in the Statement of Principles. With respect to Principle 1 (organizations covered), it was noted that the scope of the draft legislation is broad and that it could apply both to sophisticated organizations that probably should incorporate and to little groups formed for long or short term or specific purposes – the latter would become legal entities, even if they chose not to be. Mr. Zakreski noted that this was intentional. With respect to Principle 2 (internal rules), again it was noted that the scope is very broad – what do provisions like this mean for informal groups such as book clubs, for new associations, etc.? A question as to whether the legislation could be seen as inhibiting freedom of association was raised. Another question: to what extent does the ‘default’ approach in the legislation change the law respecting unions or “oust” newer developments in the law respecting unions? A Québec representative noted with appreciation the focus on Québec’s interest in the project and that the approach taken – developing principles first and then legislation – will be of assistance to Québec. The Chairperson noted that the discussion identified issues that will need to be thought through.

RESOLVED:

THAT the joint ULCC, NCCUSL and MCCUSL Working Group continue its work to address the issues described in the Report, taking into consideration any discussion at the Conference, and report on the results thereof to the 2008 meeting.

Next Annual Meeting

2017 Conference

Hotel Saskatchewan

Regina, SK

August 13 - 17, 2017
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