Modern Charter for Girl Guides of Canada

Summary#

This bill replaces the 1917 private Act that incorporated Girl Guides of Canada (GGC). It continues GGC as a corporation and updates its governance, property, and branding powers to function as a modern Canadian charity. It sets duties for directors and officers, allows indemnification and insurance, and clarifies members’ limited liability.

• Confirms GGC’s corporate status and broad powers to run programs and sell items like uniforms and cookies (Purpose; Capacity and Powers).
• Lets GGC make bylaws on membership, board elections, and meetings; members are not liable for corporate debts (Members; Bylaws).
• Grants exclusive rights to use “Girl Guides,” “Guides Canada,” “Girl Guides of Canada,” and “Guides du Canada,” plus future marks with ministerial approval (Exclusive title to marks).
• Allows GGC to hold, buy, sell, or mortgage property with no cap on real property value, retroactive to the past (Property Powers; No limitations on real or immovable property).
• Sets fiduciary duties for directors and officers; permits indemnification and D&O insurance, with limits; makes directors jointly liable for up to six months of unpaid wages under conditions (Duties; Indemnification; Liability of directors for wages).
• Carries over current leaders, members, property, and legal proceedings without interruption (Transitional Provisions; Property; Legal proceedings).

What it means for you#

• Households and program participants

  • No change to eligibility, fees, or program content stated in the bill (Purpose).
  • GGC can continue national activities and branding consistently across Canada and, where permitted, abroad (Affairs; Extra-territorial capacity).
  • The preamble notes over 7,000,000 past participants and about 95,000 then-current participants; this is context, not an operative rule (Preamble).

• Volunteers and members

  • Membership categories, rights, and duties will be set by bylaws; these can be made or changed at annual or special meetings (Bylaws).
  • Members are not personally liable for GGC’s debts or acts, unless this Act says otherwise (Members — Liability).
  • The board is elected as set by bylaws; annual and special general meetings occur as directed by the board, subject to bylaws (Board of directors; Annual and Special general meetings).

• Employees of GGC

  • If wages go unpaid, directors are jointly liable for debts up to six months’ wages per employee, but only if specific steps occur (e.g., the corporation is sued and execution is unsatisfied, or claims are proved in liquidation or bankruptcy) and within time limits (Liability of directors for wages).
  • Directors and officers must act honestly, in good faith, and with prudent care; they may rely in good faith on financial statements and professional reports (Duties; Director/Officer — good faith and reasonable diligence).
  • GGC may indemnify directors and officers and buy D&O insurance, subject to conditions; court approval is needed in some cases (Indemnification; Insurance).

• Vendors, publishers, and third parties

  • Only GGC can use its protected names and emblems. New marks adopted after the Act can be protected if filed and approved by the minister responsible for trademarks and designs (Exclusive title to marks).
  • Unauthorized use of the listed names or marks risks legal action by GGC (Exclusive title to marks).

• Donors and governments

  • GGC may receive and distribute gifts and grants from governments and others, and must apply them according to any conditions set by the donor (Gifts and grants).

• Local councils and units

  • GGC can create, manage, or dissolve provincial and local councils and other bodies as set by bylaws (Powers).
  • Property held by prior entities is deemed property of GGC; existing suits or judgments continue unchanged (Property; Legal proceedings).

Expenses#

Estimated net cost: Data unavailable.

• The bill contains no appropriations, taxes, or fees (Bill text throughout).
• It authorizes GGC to receive public and private grants but does not mandate any government spending (Gifts and grants).
• Ministerial review to approve future marks is required, but any administrative cost is not stated (Exclusive title to marks).
• No official fiscal note identified. Data unavailable.

Proponents' View#

• Modernizes a 1917 framework so GGC can operate like a present-day charity with clear powers to run programs, manage councils, and sell program-related items (Capacity and Powers; Powers).
• Protects brand integrity by granting exclusive rights to names and emblems, which may reduce confusion and misuse (Exclusive title to marks).
• Clarifies governance and member liability, which can reduce legal risk and administrative friction (Members — Liability; Bylaws).
• Establishes clear fiduciary duties and allows indemnification and insurance, aligning with common non-profit governance practices (Duties; Indemnification; Insurance).
• Provides employee protection via director liability for unpaid wages up to six months, subject to safeguards (Liability of directors for wages).
• Ensures seamless continuity of property, bylaws, and legal proceedings, avoiding service disruption (Transitional Provisions; Property; Legal proceedings).

Opponents' View#

• Grants broad bylaw-making and operational powers with limited external statutory oversight, which could weaken member accountability if bylaws centralize control (Bylaws; Board of directors; Annual and Special general meetings).
• Indemnification and D&O insurance, while conditioned, may lessen personal consequences for directors and officers, potentially reducing deterrence for misconduct (Indemnification; Insurance).
• Exclusive statutory rights to names and future marks, with ministerial approval, could chill legitimate third-party references or historic uses without clear dispute standards in the Act (Exclusive title to marks).
• No cap on real property holdings, retroactively and going forward, may enable significant asset accumulation with limited public reporting requirements specified in this Act (No limitations on real or immovable property).
• Extra-territorial capacity could expose GGC to complex foreign legal environments and governance challenges not addressed in the Act (Extra-territorial capacity).