Accounting Professions Act, 2010, S.O. 2010, c. 6 - Bill 158

EXPLANATORY NOTE

This Explanatory Note was written as a reader’s aid to Bill 158 and does not form part of the law. Bill 158 has been enacted as Chapter 6 of the Statutes of Ontario, 2010.

Schedule A
Certified General Accountants Act, 2010

The Schedule repeals the Certified General Accountants Association of Ontario Act, 1983 and enacts the Certified General Accountants Act, 2010. The Certified General Accountants Act, 2010 continues The Certified General Accountants Association of Ontario (hereinafter “Association”) as a corporation without share capital that governs and regulates its members and entities registered as firms as Certified General Accountants.

Definitions and Interpretation (sections 1 and 2): The Act sets out definitions and states that it does not affect or interfere with the right of any person who is not a member of the Association to practise as an accountant.

The Association (sections 3 to 6): The objects of the Association are specified, and include promoting and protecting the public interest by licensing its members as public accountants under the Public Accounting Act, 2004, when authorized under that Act to do so. The Association is composed of its members.

The Board (sections 7 to 11): The Act continues the Board of Governors of the Association as the Board of Directors, which manages and administers the Association’s affairs. The Board’s members include individuals appointed by the Lieutenant Governor in Council.

Membership (sections 12 to 18): The Act provides a framework for membership in the Association. It also establishes a limited continuing jurisdiction over former members respecting disciplinary matters.

Firms (sections 19 to 25): The Act provides a framework for the registration of specified entities as firms.

Prohibitions (sections 26 to 31): The Act creates prohibitions and offences respecting the use of specified designations and initials by unauthorized individuals or entities. Prohibitions and offences are also created to prevent unauthorized individuals and entities from practising as a Certified General Accountant, to hold themselves out as a Certified General Accountant or to take or use designations, initials or other text implying that they are entitled to practise as a Certified General Accountant. A limitation period of two years applies in respect of the offences.

Complaints and Discipline (sections 32 to 41): The Act sets out procedures for dealing with complaints against the Association’s members and firms and establishes a disciplinary process, including rights to appeal disciplinary orders.

Practice Inspections (sections 42 and 43): The Act authorizes practice inspections.

Capacity (sections 44 to 47): The Act establishes procedures for determining whether a member of the Association is incapacitated and the power to take steps to address any incapacity in so far as it affects a member’s practice.

Investigation and Inspection Powers (sections 48 to 52): The Act provides for the appointment of investigators and inspectors to conduct investigations and inspections under the Act, and sets out their powers.

Custodianship (sections 53 to 57): The Association may obtain a court order establishing a custodianship respecting certain property that is or should be in the possession or control of a member or former member of the Association in specified circumstances, such as the member’s death or the suspension or revocation of his or her membership.

Miscellaneous (sections 58 to 64): The Act includes provisions respecting duties of confidentiality, admissibility of specified documents and protections from liability.

By-laws (sections 65 to 67): The Board’s by-law making powers are set out. They include the power to make by-laws respecting members of the Association who are licensed by it under the Public Accounting Act, 2004 as public accountants, when the Association is authorized to do so.

Repeal and Consequential Amendment (sections 68 and 69): The Act repeals the Certified General Accountants Association of Ontario Act, 1983 and makes a consequential amendment to the Business Corporations Act.

Commencement and Short Title (sections 70 and 71): The Act comes into force on the day the Accounting Professions Act, 2010 receives Royal Assent.

Schedule B
Certified Management Accountants Act, 2010

The Schedule repeals the Society of Management Accountants of Ontario Act, 1941 and enacts the Certified Management Accountants Act, 2010. The Certified Management Accountants Act, 2010 continues The Society of Management Accountants of Ontario as the Certified Management Accountants of Ontario (hereinafter “Corporation”), a corporation without share capital that governs and regulates its members and entities registered as firms as Certified Management Accountants.

The Corporation (sections 3 to 7): The objects of the Corporation are specified, and include promoting and protecting the public interest by licensing its members as public accountants under the Public Accounting Act, 2004, when authorized under that Act to do so. The Corporation is composed of its members.

The Board (sections 8 to 13): The Act continues the Council of The Society of Management Accountants of Ontario as the Board of Directors of the Corporation, which manages and administers the Corporation’s affairs. The Board’s members include individuals appointed by the Lieutenant Governor in Council.

Membership (sections 14 to 20): The Act provides a framework for membership in the Corporation. It also establishes a limited continuing jurisdiction over former members respecting disciplinary matters.

Firms (sections 21 to 25): The Act provides a framework for the registration of specified entities as firms.

Prohibitions (sections 26 to 31): The Act creates prohibitions and offences respecting the use of specified designations and initials by unauthorized individuals or entities. Prohibitions and offences are also created to prevent unauthorized individuals and entities from practising as a Certified Management Accountant, to hold themselves out as a Certified Management Accountant or to take or use designations, initials or other text implying that they are entitled to practise as a Certified Management Accountant. A limitation period of two years applies in respect of the offences.

Complaints and Discipline (sections 32 to 40): The Act sets out procedures for dealing with complaints against the Corporation’s members and firms and establishes a disciplinary process, including rights to appeal disciplinary orders.

Bankruptcy or Insolvency (sections 41 to 43): The Act establishes a process for determining and addressing the impact of specified bankruptcy or insolvency events on the practices of members and firms of the Corporation.

Practice Inspections (sections 44 and 45): The Act authorizes practice inspections.

Capacity (sections 46 to 49): The Act establishes procedures for determining whether a member of the Corporation is incapacitated and the power to take steps to address any incapacity in so far as it affects a member’s practice.

Investigation and Inspection Powers (sections 50 to 54): The Act provides for the appointment of investigators and inspectors to conduct investigations and inspections under the Act, and sets out their powers.

Custodianship (sections 55 to 60): The Corporation may obtain a court order establishing a custodianship respecting certain property that is or should be in the possession or control of a member or former member of the Corporation in specified circumstances, such as the member’s death or the suspension or revocation of his or her membership.

Miscellaneous (sections 61 to 67): The Act includes provisions respecting duties of confidentiality, admissibility of specified documents and protections from liability.

By-laws (sections 68 and 69): The Board’s by-law making powers are set out. They include the power to make by-laws respecting members of the Corporation who are licensed by it under the Public Accounting Act, 2004 as public accountants, when the Corporation is authorized to do so.

Transitional Issues (sections 70 to 73): The Act addresses various transitional issues.

Repeal and Consequential Amendments (sections 74 to 76): The Act repeals the Society of Management Accountants of Ontario Act, 1941 and makes two consequential amendments.

Commencement and Short Title (sections 77 and 78): The Act comes into force on the day the Accounting Professions Act, 2010 receives Royal Assent.

Schedule C
Chartered Accountants Act, 2010

The Schedule repeals The Chartered Accountants Act, 1956 and enacts the Chartered Accountants Act, 2010. The Chartered Accountants Act, 2010 continues The Institute of Chartered Accountants of Ontario (hereinafter “Institute”) as a corporation without share capital that governs and regulates its members and entities registered as firms as Chartered Accountants.

The Institute (sections 3 to 5): The objects of the Institute are specified, and include promoting and protecting the public interest by licensing its members as public accountants under the Public Accounting Act, 2004, when authorized under that Act to do so. The Institute is composed of its members.

The Council (sections 6 to 10): The Act continues the council of the Institute, which manages and administers the Institute’s affairs. The council’s members include individuals appointed by the Lieutenant Governor in Council.

Membership (sections 11 to 20): The Act provides a framework for membership in the Institute. It also establishes a limited continuing jurisdiction over former members respecting disciplinary matters.

Firms (sections 21 to 26): The Act provides a framework for the registration of specified entities as firms.

Prohibitions (sections 27 to 32): The Act creates prohibitions and offences respecting the use of specified designations and initials by unauthorized individuals or entities. Prohibitions and offences are also created to prevent unauthorized individuals and entities from practising as a Chartered Accountant, to hold themselves out as a Chartered Accountant or to take or use designations, initials or other text implying that they are entitled to practise as a Chartered Accountant. A limitation period of two years applies in respect of the offences.

Complaints and Discipline (sections 33 to 39): The Act sets out procedures for dealing with complaints against the Institute’s members and firms and establishes a disciplinary process, including rights to appeal disciplinary orders.

Practice Inspections (sections 40 and 41): The Act authorizes practice inspections.

Capacity (sections 42 to 45): The Act establishes procedures for determining whether a member of the Institute is incapacitated and the power to take steps to address any incapacity in so far as it affects a member’s practice.

Investigation and Inspection Powers (sections 46 to 50): The Act provides for the appointment of investigators and inspectors to conduct investigations and inspections under the Act, and sets out their powers.

Custodianship (sections 51 to 55): The Institute may obtain a court order establishing a custodianship respecting certain property that is or should be in the possession or control of a member or former member of the Institute in specified circumstances, such as the member’s death or the suspension or revocation of his or her membership.

Miscellaneous (sections 56 to 62): The Act includes provisions respecting duties of confidentiality, admissibility of specified documents and protections from liability.

By-laws (sections 63 to 65): The council’s by-law making powers are set out. They include the power to make by-laws respecting members of the Institute who are licensed by it under the Public Accounting Act, 2004 as public accountants, when the Institute is authorized to do so.

Repeal and Consequential Amendment (sections 66 and 67): The Act repeals The Chartered Accountants Act, 1956 and makes a consequential amendment to the Business Corporations Act.

Commencement and Short Title (sections 68 and 69): The Act comes into force on the day the Accounting Professions Act, 2010 receives Royal Assent.

Français

chapter 6

An Act to repeal and replace the statutes governing The Certified General Accountants Association of Ontario, the Certified Management Accountants of Ontario and The Institute of Chartered Accountants of Ontario

Assented to May 18, 2010

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows:

Contents of this Act

1. This Act consists of this section, sections 2 and 3, and the Schedules to this Act.

Commencement

2. (1) Subject to subsection (2), this Act comes into force on the day it receives Royal Assent.

Same, Schedules

(2) The Schedules to this Act come into force as provided in each Schedule.

Short title

3. The short title of this Act is the Accounting Professions Act, 2010.

Schedule A
Certified General Accountants Act, 2010

Definitions and Interpretation

Definitions

1. In this Act,

“appeal tribunal” means the appeal tribunal established by the by-laws; (“tribunal d’appel”)

“Association” means The Certified General Accountants Association of Ontario; (“Association”)

“Board” means the Board of Directors of the Association; (“conseil”)

“by-laws” means the by-laws made under this Act; (“règlements administratifs”)

“capacity committee” and “capacity tribunal” mean the capacity committee and the capacity tribunal established by the by-laws; (“comité de détermination de la capacité”, “tribunal de détermination de la capacité”)

“certificate of authorization” means a certificate held under this Act authorizing the professional corporation named in it to practise as a Certified General Accountant; (“certificat d’autorisation”)

“complaints committee” means a committee described in paragraph 2 of subsection 10 (1); (“comité des plaintes”)

“document” includes data and information in electronic form; (“document”)

“firm” means an entity registered under section 19 as a firm; (“cabinet”)

“hearing tribunal” means a tribunal described in paragraph 3 of subsection 10 (1); (“tribunal d’audience”)

“limited liability partnership” means a limited liability partnership as defined in the Partnerships Act; (“société à responsabilité limitée”)

“professional corporation” means a corporation incorporated under the Business Corporations Act that is established by one or more members of the Association; (“société professionnelle”)

“public accountant” and “public accounting” have the same meanings as in the Public Accounting Act, 2004; (“expert-comptable”, “expertise comptable”)

“registrar” means the registrar of the Association appointed by the Board; (“registrateur”)

“student” means an individual registered as a student of the Association in accordance with the by-laws. (“stagiaire”)

Interpretation – rights not affected

2. This Act does not affect or interfere with the right of any person who is not a member of the Association to practise as an accountant.

The Association

Association continued

3. (1) The Certified General Accountants Association of Ontario is continued as a corporation without share capital under the name The Certified General Accountants Association of Ontario in English and Association des comptables généraux accrédités de l’Ontario in French.

Composition

(2) The Association is composed of its members.

Powers, etc., of natural person

(3) For the purpose of carrying out its objects, the Association has the capacity and the rights, powers and privileges of a natural person.

Implied provisions do not apply

(4) Section 92 (implied provisions for corporations) of the Legislation Act, 2006 does not apply to the Association.

Objects of the Association

4. The objects of the Association are,

(a) to promote and protect the public interest by governing and regulating individuals and firms as Certified General Accountants in accordance with this Act and the by-laws, including,

(i) establishing, maintaining and developing standards of qualification,

(ii) establishing, maintaining and developing standards of practice,

(iii) establishing, maintaining and developing standards of professional ethics and conduct,

(iv) establishing, maintaining and developing standards of knowledge and skill, and

(v) regulating the practice, competence and professional conduct of individuals and firms as Certified General Accountants;

(b) to promote and protect the welfare and interests of the Association and of the accounting profession;

(c) to meet and maintain the standards that the Association, as a designated body within the meaning of the Public Accounting Act, 2004, is required to meet and maintain in order to be authorized to license and govern the activities of its members as public accountants under that Act; and

(d) to promote and protect the public interest by licensing members of the Association as public accountants and regulating those members and professional corporations as public accountants under the Public Accounting Act, 2004, when authorized under that Act to do so, in accordance with that Act, this Act and the by-laws.

Proxy

5. At any general or special meeting of the members of the Association, a member may be represented by proxy in accordance with the by-laws.

Surplus

6. Any surplus obtained from carrying on the business of the Association shall be solely devoted to and applied towards promoting and carrying out its objects in accordance with this Act and the by-laws and shall not be divided among its members.

The Board

Board of Directors

7. (1) The Board of Governors of the Association is continued as the Board of Directors of the Association, which shall manage and administer the Association’s affairs in accordance with this Act and the by-laws.

Composition

(2) The Board shall be composed of,

(a) no fewer than nine and no more than 15 individuals, as determined by the Board, who are members of the Association and who are elected by members of the Association in accordance with the by-laws; and

(b) three individuals who are not members of the Association or of a self-regulating accounting body and who are appointed by the Lieutenant Governor in Council.

Deemed reappointment

(3) An individual whose appointment under clause (2) (b) expires is deemed to have been reappointed until his or her successor takes office.

Vacancy

8. (1) If the seat of an elected member of the Board becomes vacant, the Board shall fill the vacancy for the remainder of the member’s term in accordance with the by-laws.

Same

(2) For the purposes of subsection (1), an elected member’s seat becomes vacant,

(a) if the member dies or resigns;

(b) if the member is removed from the Board in accordance with the by-laws; or

Registrar

9. The Board shall appoint a registrar, who need not be a member of the Board, and the registrar has, in addition to the powers and duties that are set out in this Act and the by-laws, any powers or duties that are granted or assigned to him or her by the Board.

Committees and tribunals

10. (1) The Board shall by by-law establish the following committees and tribunals, and may establish additional committees or tribunals as it considers appropriate:

1. An admissions standards committee.

2. One or more committees to review and investigate complaints respecting individuals and firms.

3. One or more tribunals to hear matters arising from complaints respecting individuals and firms.

4. A capacity committee and a capacity tribunal.

5. An appeal tribunal.

Panels

(2) The by-laws may authorize a committee or tribunal to sit in panels for the purpose of exercising its powers and performing its duties under this Act, and for any other purpose.

Same

(3) A decision of a panel of a committee or tribunal constitutes the decision of the committee or tribunal, as the case may be.

Delegation

11. The Board may delegate any of its powers or duties under this Act to one or more committees or tribunals or the registrar, subject to any restrictions or conditions that the Board may specify.

Membership

12. (1) Every individual who applies for membership in accordance with the by-laws and who meets the requirements and qualifications for membership that are specified by the by-laws shall be admitted as a member of the Association.

Admissions standards committee

(2) The admissions standards committee shall, in accordance with the by-laws, review every application for membership and determine whether the applicant meets the requirements and qualifications for membership that are specified by the by-laws.

Same

(3) On making a determination under subsection (2), the admissions standards committee shall,

(a) approve or reject the application;

(b) notify the applicant of its decision; and

Appeal

(4) An applicant whose application for membership is rejected may appeal the decision to the appeal tribunal.

Parties

(5) The parties to an appeal under subsection (4) are the applicant and the admissions standards committee.

Powers

(6) On hearing the appeal, the appeal tribunal may confirm the decision being appealed or refer the matter, with recommendations, back to the admissions standards committee for reconsideration.

Decision final

(7) The decision of the appeal tribunal under subsection (6) is final.

Proof of membership

13. For the purposes of this Act and the by-laws, an individual is not a member of the Association unless the register established under subsection 58 (1) indicates that he or she is a member.

Restrictions, conditions

14. The right of a member of the Association to practise as a Certified General Accountant is subject to any restrictions or conditions imposed under this Act.

Designations and initials

15. A member of the Association has the right to use the designations “Certified General Accountant” and “comptable général accrédité”, and to use the initials “C.G.A.” or “CGA” after his or her name.

Suspension, revocation of membership

16. The Board may, in accordance with the by-laws, suspend or revoke the membership of a member of the Association for,

(a) failure to pay all or part of any fee or other amount that is payable to the Association;

(b) failure to provide information or produce documents or other materials required under this Act to be provided or produced; or

Continuing jurisdiction

Former member

17. (1) An individual who resigns as a member of the Association or whose membership is revoked or otherwise terminated remains subject to the continuing jurisdiction of the Association in respect of an investigation or disciplinary proceeding arising from a complaint respecting his or her conduct while a member, subject to subsection (2).

Limitation

(2) No investigation shall be commenced respecting the conduct of an individual referred to in subsection (1) unless the complaint is made before the second anniversary of the day on which the individual ceased to be a member.

Suspended member

(3) A member whose membership is suspended remains subject to the continuing jurisdiction of the Association for all purposes under this Act.

Honorary members

18. The members of the Association may, at an annual meeting, elect any individual to honorary membership in the Association in accordance with the by-laws.

Firms

Registration of firms

19. The registrar shall accept any of the following entities for registration as a firm in accordance with the by-laws:

1. A partnership, including a limited liability partnership, formed by members of the Association.

2. A professional corporation that holds a valid certificate of authorization.

3. Any other entity specified by the by-laws.

Restrictions, conditions

20. (1) The right of a firm to practise as a Certified General Accountant is subject to any restrictions or conditions imposed on it under this Act.

Application

(2) A restriction or condition imposed under this Act on a member of the Association practising as a Certified General Accountant through a firm applies to the firm in relation to the member’s practice as a Certified General Accountant.

Same

(3) A restriction or condition imposed under this Act on a firm applies to the members of the Association practising as Certified General Accountants through the firm.

Designations and initials

21. Subject to the by-laws, a firm has the right to use the designations “Certified General Accountant” and “comptable général accrédité”, and to use the initials “C.G.A.” or “CGA” after its name.

Application of Act and by-laws

22. (1) This Act and the by-laws apply to a member of the Association even if the member practises as a Certified General Accountant through a firm.

Professional obligations to clients

(2) The professional obligations of a member to a person on whose behalf the member is practising as a Certified General Accountant,

(a) are not diminished by the fact that the member is practising through a firm; and

(b) in the case of a member practising through a professional corporation, apply equally to the corporation and to its directors, officers, shareholders, agents and employees.

Investigation or inspection

(3) If a member practising as a Certified General Accountant through a professional corporation is the subject of an investigation or inspection under this Act, the corporation is jointly and severally liable with the member for all fines and costs that the member is required to pay in relation to the investigation or inspection.

Continuing jurisdiction

23. A firm whose registration is suspended remains subject to the continuing jurisdiction of the Association for all purposes under this Act.

Limited liability partnerships

24. (1) Subject to the by-laws, two or more members of the Association may form a limited liability partnership or continue a partnership as a limited liability partnership for the purpose of practising as Certified General Accountants.

Same

(2) For the purposes of subsection (1), a member of the Association includes a professional corporation.

Partnerships Act

(3) For greater certainty, this Act is an Act governing a profession for the purposes of section 44.2 of the Partnerships Act.

Professional corporations

25. (1) Subject to the by-laws, a member of the Association, or two or more members of the Association practising as individuals or as a partnership, may establish a professional corporation for the purpose of practising as Certified General Accountants, and the provisions of the Business Corporations Act that apply to professional corporations within the meaning of that Act apply to the corporation.

Same

(2) For the purposes of subsection (1), a member of the Association includes a professional corporation.

Notice, change of shareholder

(3) A professional corporation shall notify the registrar of a change in the shareholders of the corporation within the time and in the manner and form specified by the by-laws.

Prohibitions

Prohibition, individuals

26. (1) No individual, other than a member of the Association, shall, through an entity or otherwise,

(a) take or use the designation “Certified General Accountant” or “comptable général accrédité”, or the initials “C.G.A.”, “CGA”, “F.C.G.A.” or “FCGA”, alone or in combination with other words or abbreviations;

(b) take or use any term, title, initials, designation or description implying that the individual is a Certified General Accountant;

(d) otherwise hold himself or herself out as a Certified General Accountant, regardless of whether he or she provides services as a Certified General Accountant to any individual or entity.

Exceptions

(2) Clauses (1) (a) and (b) do not apply to an individual in any of the following circumstances:

1. The individual uses a term, title, initials, designation or description when making reference to authentic professional accounting qualifications obtained by the individual from a jurisdiction other than Ontario in,

i. a speech or other presentation given at a professional or academic conference or other similar forum,

ii. an application for employment or a private communication respecting the retainer of the individual’s services, if the reference is made to indicate the individual’s educational background and the individual expressly indicates that he or she is not a member of the Association and is not governed by the Association, or

iii. a proposal submitted in response to a request for proposals, if the reference is made to demonstrate that the individual meets the requirements for the work to which the request for proposals relates.

2. The individual uses a term, title, initials, designation or description as authorized by the by-laws.

Same

(3) For the purposes of subparagraph 1 ii of subsection (2), stating the name of the jurisdiction from which the qualifications were obtained after the term, title, initials, designation or description is not sufficient to expressly indicate that the individual is not a member of the Association and is not governed by the Association.

Prohibition, corporations

(4) No corporation, other than a professional corporation that holds a valid certificate of authorization, shall,

(b) take or use any term, title, initials, designation or description implying that the corporation is entitled to practise as a Certified General Accountant;

(d) otherwise hold itself out as a Certified General Accountant, regardless of whether it provides services as a Certified General Accountant to any individual or entity.

Exception

(5) Clauses (4) (a) and (b) do not apply if a corporation uses a term, title, initials, designation or description when making reference to authentic professional accounting qualifications obtained by the corporation from a jurisdiction other than Ontario in a proposal submitted in response to a request for proposals, if the reference is made to demonstrate that the corporation meets the requirements for the work to which the request for proposals relates.

Non-residents, etc.

(6) Nothing in this section affects or interferes with the right of a person to use any term, title, initials, designation or description identifying himself or herself as an accountant, if the person does not reside, have an office or offer or provide accounting services in Ontario.

Offence and penalty

27. (1) Every person who contravenes section 26 is guilty of an offence and on conviction is liable to a fine of not more than $10,000.

Application to corporation

(2) If a corporation is guilty of an offence under subsection (1), every director or officer of the corporation who authorized, permitted or acquiesced in the commission of the offence is deemed to be a party to and guilty of the offence and on conviction is liable to a fine of not more than $10,000.

Probation orders

(3) On conviction of a person for an offence under this section, the court may prescribe as a condition of a probation order any of the following:

1. That the person pay compensation or make restitution to any person who suffered a loss as a result of the offence.

2. That the person shall not contravene section 26.

Costs

28. (1) In addition to the fine, on conviction for an offence under section 27, a court may order that the convicted person pay to the Association some or all of the costs reasonably incurred by it in prosecuting the offence and in undertaking any investigation related to the subject matter of the prosecution.

Same

(2) Costs payable under subsection (1) are deemed to be a fine for the purpose of enforcing payment.

Limitation

29. No prosecution for a contravention of section 26 shall be commenced more than two years after the time when the subject matter of the prosecution arose.

Order prohibiting contravention

30. (1) On application by the Association, the Superior Court of Justice may make an order prohibiting a person from contravening section 26, if the court is satisfied that the person is contravening or has contravened that section.

No prosecution or conviction required

(2) An order may be made under subsection (1) whether or not the person has been prosecuted for or convicted of the offence of contravening section 26.

Variation or discharge

(3) Any person may apply to the Superior Court of Justice for an order varying or discharging an order made under subsection (1).

Offences under the Public Accounting Act, 2004

Limitation on prosecutions

31. (1) The Association shall not commence a prosecution for a contravention of section 13, 14 or 15 of the Public Accounting Act, 2004 with respect to any person who is not a member or former member of the Association or a firm, except with the consent of The Public Accountants Council for the Province of Ontario.

Costs

(2) If a prosecution by the Association for a contravention of section 13, 14 or 15 of the Public Accounting Act, 2004 results in a conviction, the reference in section 16 of that Act to the Council shall be read as a reference to the Association.

Complaints and Discipline

Complaints

32. (1) Subject to the by-laws, every complaint regarding a member of the Association or a firm that contains information suggesting that the member or firm is failing or has failed to meet the standards of professional competence necessary to serve the interests of the public or of an employer shall be referred to the complaints committee specified by the by-laws.

Same

(2) Subject to the by-laws, every complaint regarding a member of the Association or a firm that contains information suggesting that the member or firm may be guilty of breaching the code of ethics or the rules of professional conduct established by the by-laws shall be referred to the complaints committee specified by the by-laws.

Complaints committee

33. (1) If a complaint is referred to a complaints committee under section 32, the committee shall investigate the complaint.

Decision

(2) Following the investigation of a complaint by the complaints committee, the committee may,

(a) direct that the matter be referred, in whole or in part, to the hearing tribunal specified by the by-laws;

(b) direct that the matter not be referred to a hearing tribunal;

(d) take any action that it considers appropriate in the circumstances and that is not inconsistent with this Act or the by-laws, including providing advice or guidance to the member or firm, but not including any action described in subsection 36 (6).

Review

34. (1) A complainant may request a review, by a person appointed by the Chair of the Board, of a decision under clause 33 (2) (b) or (d), in accordance with the by-laws.

Powers

(2) Following a review under subsection (1), the person appointed to conduct the review may,

(a) in the circumstances set out in the by-laws, refer the matter back to the complaints committee; or

(b) direct that no further action be taken.

Decision final

(3) The decision of the person appointed to conduct the review is final.

Emergency suspension

35. (1) If, during its investigation of a complaint under section 33, a complaints committee receives or obtains information suggesting that the conduct of the member of the Association or firm under investigation is likely to cause immediate and serious harm to any member of the public, the committee shall promptly investigate the matter and report the results of the investigation in writing to the Chair of the Board.

Same

(2) If, on a review of the complaints committee’s report, the Chair determines that the conduct of the member or firm is likely to cause immediate and serious harm to any member of the public, the Chair may suspend the member’s membership or the firm’s registration and, in the case of a professional corporation, the corporation’s certificate of authorization.

Effect, etc.

(3) A suspension imposed under subsection (2) shall take effect and expire or be renewed in accordance with the by-laws.

Investigation

(4) After making a report under subsection (1), the complaints committee shall continue its investigation of the complaint under section 33.

Hearing tribunal

36. (1) If a matter is referred to a hearing tribunal under clause 33 (2) (a), the tribunal shall hear the matter.

Parties

(2) The parties to a hearing under subsection (1) are the complaints committee that referred the matter, the member who or the firm that is the subject of the complaint and any other person added as a party by the hearing tribunal.

Same

(3) If an emergency suspension was imposed on the member or firm under subsection 35 (2), the Chair of the Board is also a party to a hearing under subsection (1).

Incompetence

(4) A hearing tribunal may find a member or firm guilty of incompetence if, in the tribunal’s opinion, the member or firm is failing or has failed to meet the standards of professional competence necessary to serve the interests of the public or of an employer.

Professional misconduct, conduct unbecoming

(5) A hearing tribunal may find a member or firm guilty of professional misconduct or of conduct unbecoming a member or firm, as the case may be, if, in the tribunal’s opinion, the member or firm is guilty of breaching the code of ethics or the rules of professional conduct established by the by-laws.

Powers

(6) If a hearing tribunal finds a member or firm guilty of incompetence, professional misconduct or conduct unbecoming a member or firm, the tribunal may by order do one or more of the following:

1. Revoke the member’s membership or the firm’s registration and, in the case of a firm that is a professional corporation, the corporation’s certificate of authorization.

2. Suspend the member’s membership or the firm’s registration and, in the case of a firm that is a professional corporation, the corporation’s certificate of authorization.

3. Impose restrictions or conditions on the right of the member or firm to practise as a Certified General Accountant.

4. Reprimand the member or firm.

5. Direct the member or firm to pay a fine and specify the timing and manner of payment.

6. Direct the member or firm to compensate the complainant for any losses arising from the member or firm’s conduct.

7. Refer the matter back to the complaints committee that investigated the matter for further investigation, and specify a date by which the investigation must be completed.

8. Require a practice inspection under section 42.

9. Make any other order specified by the by-laws that the tribunal considers appropriate in the circumstances.

Public notice

(7) If a hearing tribunal finds a member or firm guilty of incompetence, professional misconduct or conduct unbecoming a member or firm, and a notice of appeal relating to the decision is not filed with the appeal tribunal in accordance with the by-laws, the tribunal may make the details of its decision public in accordance with the by-laws.

Preliminary suspension, restrictions

37. At any time after a matter respecting a complaint against a member of the Association or firm is referred to it by a complaints committee and before making a final decision or order under section 36, a hearing tribunal may, on its own or at the request of the complaints committee, order that the member’s membership or the firm’s registration and, in the case of a firm that is a professional corporation, the corporation’s certificate of authorization, be suspended or be made subject to any restrictions or conditions that the tribunal may specify, pending the outcome of the hearing, if it appears that the public would be at risk if the suspension or the restrictions or conditions were not imposed.

Failure to comply

38. (1) If a member of the Association or firm fails to comply with an order of a hearing tribunal under section 36 or 37, the matter may be brought back to the tribunal for a hearing respecting the failure to comply.

Parties

(2) The parties to a hearing under subsection (1) are the member or firm and the complaints committee that investigated the matter.

Powers

(3) At a hearing under subsection (1), the hearing tribunal may make any order that it may make under subsection 36 (6).

Grounds for revocation

(4) Failure of a member or firm to comply with an order under subsection 36 (6), other than an order under paragraph 4 or 8 of that subsection, or under section 37 is grounds for revocation of the member’s membership or the firm’s registration and, in the case of a firm that is a professional corporation, the corporation’s certificate of authorization.

Appeal

39. (1) A party to a proceeding before a hearing tribunal may appeal a final decision or order under section 36 or subsection 38 (3) or an order under section 37 to the appeal tribunal within the time and in the manner set out in the by-laws.

Effect of appeal

(2) Unless the hearing tribunal orders otherwise, an appeal under subsection (1) operates as a stay in the matter, except that if the tribunal made an order under subsection 36 (6) or 38 (3) to revoke a membership, registration or certificate of authorization, the membership, registration or certificate of authorization is suspended pending the outcome of the appeal.

Added party

(3) The parties to the appeal include any other person added as a party to the appeal by the appeal tribunal.

Jurisdiction, powers

(4) On hearing the appeal, the appeal tribunal may,

(a) in the case of an obvious error of fact, law or the application of relevant accounting principles or assurance standards, allow the appeal and make any decision or order that could have been made by the hearing tribunal; or

(b) dismiss the appeal.

Decision, order final

(5) A decision or order of the appeal tribunal under subsection (4) is final.

Costs

40. (1) A hearing tribunal may award the costs of a proceeding before it under section 36 or 38 in accordance with its procedural rules, except that costs shall not be awarded against a complaints committee.

Same

(2) The appeal tribunal may award the costs of a proceeding before it under section 39 in accordance with its procedural rules, except that costs shall not be awarded against a complaints committee.

Inclusion of Association’s costs

(3) The costs ordered under subsection (1) or (2) may include costs incurred by the Association arising from the investigation, including any further investigation ordered under subsection 36 (6), prosecution, hearing and, if applicable, appeal of the matter that is the subject of the proceeding.

Application

(4) This section applies despite section 17.1 of the Statutory Powers Procedure Act.

Application to former members

41. Subject to subsection 17 (2), sections 32 to 40 apply with necessary modifications in respect of an individual who resigns as a member of the Association or whose membership is revoked or otherwise terminated.

Practice Inspections

Practice inspections

42. The Association may conduct inspections respecting the practices of members of the Association and firms in accordance with the by-laws.

Costs

43. The costs to the Association of an inspection respecting the practice of a member or firm shall be borne by the member or firm in accordance with the by-laws.

Capacity

Interpretation – “incapacitated”

44. A member of the Association is incapacitated for the purposes of sections 45 to 47 if, by reason of physical or mental illness, condition or disorder, other infirmity or addiction to or excessive use of alcohol or drugs, he or she is incapable of meeting his or her obligations under this Act.

Investigation

45. If the Association receives information suggesting that a member is incapacitated, the Association may refer the matter to the capacity committee for investigation, and the committee shall investigate the matter.

Application

46. (1) Following an investigation under section 45, the capacity committee may apply to the capacity tribunal for a determination of whether the member is incapacitated.

Parties

(2) The parties to an application under subsection (1) are the capacity committee and the member.

Medical or psychological examination

(3) If the capacity tribunal determines that it is necessary to obtain the opinion of a physician or psychologist in order to determine whether a member is incapacitated, the tribunal may, on its own or on motion, order the member to undergo a medical or psychological examination.

Examining physician, psychologist

(4) The examining physician or psychologist shall be specified by the capacity tribunal after giving the parties an opportunity to make recommendations.

Failure to comply

(5) If the member fails to comply with an order under subsection (3), the capacity tribunal may make an order suspending his or her membership until he or she complies.

Assessment

(6) Following the examination of a member, the physician or psychologist shall provide to the capacity tribunal,

(a) an assessment of whether the member is incapacitated;

(b) an assessment of the extent of any incapacity; and

Admissibility

(7) Information provided by a member to a physician or psychologist during a medical or psychological examination is not admissible in evidence except,

(a) in the application, including any appeal, and in any proceeding in court arising from or relating to the application; and

(b) in an application under section 54 for a custodianship order, including any appeal, and in any proceeding in court arising from or relating to the application.

Powers

(8) If the capacity tribunal determines that the member is incapacitated, the tribunal may by order,

(a) suspend or revoke the member’s membership;

(b) impose restrictions or conditions on the member’s right to practise as a Certified General Accountant; or

Appeal

47. (1) A party to the application may appeal a decision or order under section 46, or a refusal to make an order under that section, to the appeal tribunal by filing a notice of appeal within the time and in the manner set out in the by-laws.

Jurisdiction, powers

(2) The appeal tribunal may determine any question of fact, law or mixed fact and law that arises in an appeal under subsection (1) and may,

(a) make any decision or order that could have been made by the capacity tribunal;

(b) refer the matter back to the capacity tribunal; or

Added party

(3) The parties to the appeal include any other person added as a party to the appeal by the appeal tribunal.

Decision, order final

(4) A decision or order of the appeal tribunal under subsection (2) is final.

Investigation and Inspection Powers

Investigators

48. (1) A complaints committee may appoint investigators for the purposes of section 33 or 35.

Same

(2) The capacity committee may appoint investigators for the purposes of section 45.

Delegation

(3) A complaints committee or the capacity committee, as the case may be, may delegate its power to appoint investigators under this section to the registrar or any other individual or entity, subject to any restrictions or conditions that the committee may specify.

Inspectors

49. The Association may appoint inspectors for the purposes of section 42.

Proof of appointment

50. Every investigator or inspector who exercises powers under this Act shall, on request, produce written proof of his or her appointment under section 48 or 49, as the case may be.

Powers

51. (1) In conducting an investigation under this Act, an investigator may,

(a) on reasonable notice, enter and inspect the business premises of the individual or firm under investigation, other than any part of the premises used as a dwelling, during regular business hours or at another time agreed to by the individual or firm;

(b) question and require the individual or anyone who works with the individual, or anyone who works in the firm, as the case may be, to provide information that the investigator believes is relevant to the investigation;

(c) require the production of and examine any document or thing that the investigator believes is relevant to the investigation, including a client file;

(d) on giving a receipt for it, remove any document or thing that the investigator believes is relevant to the investigation for the purposes of making copies or extracts of any document or information, but the making of the copies or extracts shall be carried out with reasonable dispatch, taking into account the scope and complexity of the work involved in making the copies or extracts, and the document or thing shall afterwards be returned promptly to the person from whom it was taken; and

(e) use any data storage, processing or retrieval device or system used in carrying on business on the premises in order to produce a document in readable form.

Same

(2) In conducting an inspection under this Act, an inspector may exercise any of the powers set out in subsection (1), with necessary modifications.

Other conduct

(3) If, in conducting an investigation or inspection under this Act, the investigator or inspector becomes aware of conduct by an individual or firm that he or she has reasonable grounds to believe constitutes incompetence within the meaning of subsection 36 (4) or professional misconduct or conduct unbecoming a member or firm within the meaning of subsection 36 (5), the investigator or inspector may, in accordance with the by-laws, exercise any of the powers set out in subsection (1) in order to investigate the conduct.

No obstruction

52. (1) No person shall obstruct an investigator or inspector executing his or her duties or withhold from him or her or conceal, alter or destroy any document or thing relevant to the investigation or inspection.

Offence and penalty

(2) Every person who contravenes subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $25,000.

Application to corporation

(3) If a corporation is guilty of an offence under subsection (2), every director or officer of the corporation who authorized, permitted or acquiesced in the commission of the offence is deemed to be a party to and guilty of the offence and on conviction is liable to a fine of not more than $25,000.

Custodianship

Application

53. (1) Sections 54 to 56 apply to property, wherever it may be located, that is or should be in the possession or control of a member of the Association in connection with,

(a) the member’s practice;

(b) the business or affairs of a client or former client of the member;

(d) a trust of which the member is or was a trustee;

(e) a power of attorney under which the member is or was the attorney; or

(f) a guardianship under which the member is or was the guardian.

Same

(2) An order under subsection 54 (1) applies to property that is or should be in the possession or control of the member before or after the order is made.

Interpretation

(3) For the purposes of sections 54 to 56, property includes client files and other documents.

Custodianship order

54. (1) On application by the Association, the Superior Court of Justice may order that all or part of the property that is or should be in the possession or control of a member of the Association be given into the custody of a custodian appointed by the court.

Application without notice

(2) An application for an order under subsection (1) may be made without notice or on such notice as the court may direct.

Grounds for order

(3) An order may be made under subsection (1) only if it is necessary for the protection of the public and,

(a) the member’s membership has been suspended or revoked or otherwise terminated;

(b) the member has died;

(d) the member has absconded or is otherwise improperly absent from his or her practice or has neglected the practice without making adequate provision for the protection of his or her clients’ interests;

(e) the member has failed to conduct his or her practice in accordance with any restriction or condition to which he or she is subject under this Act; or

(f) there is some other ground that makes the order necessary in the circumstances.

Purpose of order

(4) An order may be made under subsection (1) only for one or more of the following purposes, as specified in the order:

1. Preserving the property.

2. Distributing the property.

3. Preserving or carrying on the member’s practice.

4. Winding up the member’s practice.

Custodian

(5) The court may appoint as custodian,

(a) the Association;

(b) a person selected by the Association who consents to acting as custodian; or

Use of agent

(6) If the Association is appointed as custodian, it may appoint an agent to act on its behalf.

Powers of court

(7) An order under subsection (1) may,

(a) authorize the custodian to employ or engage any professional or other assistance that is required to carry out the custodian’s duties;

(b) authorize the custodian or the sheriff or any police officer or other person acting on the direction of the custodian or the sheriff to,

(i) enter, by force if necessary, any building, dwelling or other premises, or any vehicle or other place, where there are reasonable grounds for believing that property that is or should be in the possession or control of the member may be found,

(ii) search the building, dwelling, premises, vehicle or place,

(iii) open, by force if necessary, any safety deposit box or other receptacle,

(iv) require any person to provide access to any property that is or should be in the possession or control of the member, and

(v) seize, remove and deliver to the custodian any property that is or should be in the possession or control of the member;

(c) give directions to the custodian regarding the manner in which the custodian should carry out the purposes of the order;

(d) require the member to account to the Association and to any other person named in the order for any property that the court may specify;

(e) provide for the discharge of the custodian on completion of the custodian’s duties under the order and any subsequent orders relating to the same matter; and

(f) give any other directions that the court considers necessary in the circumstances.

Compensation

55. In an order under subsection 54 (1) or on a subsequent application, the court may make such order as it considers appropriate for the compensation of the custodian and the reimbursement of the custodian’s expenses by the member, whether out of the property held by the custodian or otherwise as the court may specify.

Application for directions

56. (1) The Association or the custodian appointed by an order under subsection 54 (1) may apply to the Superior Court of Justice for the opinion, advice or direction of the court on any question affecting the property.

Application without notice

(2) An application for an order under subsection (1) may be made without notice or on such notice as the court may direct.

Application to former members

57. (1) Sections 53 to 56 apply with necessary modifications in respect of an individual who resigns as a member of the Association or whose membership is revoked or otherwise terminated.

Same, property

(2) Sections 53 to 56 apply to property that is or should be in the possession or control of an individual referred to in subsection (1), before or after he or she ceases to be a member.

Miscellaneous

Registers

58. (1) The registrar shall establish and maintain a register, in print and in electronic formats, of members of the Association and firms in good standing.

(2) The registrar shall establish and maintain a register, in print and in electronic formats, of those members of the Association who are licensed by the Association as public accountants under the Public Accounting Act, 2004 and professional corporations holding a certificate of authorization issued by the Association under that Act that are in good standing.

Application

(3) Subsection (2) does not apply unless the Association is authorized under the Public Accounting Act, 2004 to license and govern the activities of its members as public accountants.

Examination by public

(4) A register established by this section shall be open to examination by the public at the Association’s head office during normal office hours.

Registrar’s certificate as evidence

59. Any statement containing information from a register purporting to be certified by the registrar is admissible in evidence as proof, in the absence of evidence to the contrary, of the information in the statement, without proof of the registrar’s appointment or signature.

Duty of confidentiality

60. (1) Every person engaged in the administration of this Act and the by-laws shall preserve secrecy respecting information or material that comes to his or her knowledge or possession in the course of his or her duties under this Act or the Public Accounting Act, 2004, and shall not disclose any such information or material to any person except,

(a) to his or her counsel;

(b) with the written consent of every person whose interests may reasonably be affected by the disclosure;

(d) if there are reasonable grounds for believing that there is a significant risk of harm to any person if the disclosure is not made and that making the disclosure is likely to reduce the risk;

(e) as may be required in connection with the administration of this Act and the by-laws or with any proceeding under this Act;

(f) as may otherwise be required by law.

Offence and penalty

(2) Every person who contravenes subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $25,000.

Application to corporation

Costs

(4) In addition to the fine, on conviction for an offence under this section, a court may order that the convicted person pay to the Association some or all of the costs reasonably incurred by it in prosecuting the offence and in undertaking any investigation related to the subject matter of the prosecution.

Same

(5) Costs payable under subsection (4) are deemed to be a fine for the purpose of enforcing payment.

Limitation

(6) No prosecution for a contravention of subsection (1) shall be commenced more than two years after the time when the subject matter of the prosecution arose.

Disclosure to public authority

61. (1) The Association may apply to the Superior Court of Justice for an order authorizing the disclosure to a public authority of any information that a person to whom subsection 60 (1) applies would otherwise be prohibited from disclosing under that subsection.

Restrictions

(2) The court shall not make an order under this section if the information sought to be disclosed came to the knowledge of the Association as a result of,

(a) the making of an oral or written statement by a person in the course of an investigation, inspection or proceeding that may tend to criminate the person or establish the person’s liability to civil proceedings, unless the statement was made at a hearing held under this Act;

(b) the making of an oral or written statement disclosing matters that the court determines to be subject to solicitor-client privilege; or

Documents and other things

(3) An order under this section that authorizes the disclosure of information may also authorize the delivery of documents or other things that are in the Association’s possession and that relate to the information.

Testimony

62. A person to whom subsection 60 (1) applies shall not be required in any proceeding, except a proceeding under this Act or a judicial review relating to a proceeding under this Act, to give testimony or produce any document with respect to information that the person is prohibited from disclosing under that subsection.

Documents not admissible

63. No record of a proceeding under this Act and no document or thing prepared for or statement given at such a proceeding and no decision or order made in such a proceeding is admissible in any civil proceeding, other than a proceeding under this Act or a judicial review relating to a proceeding under this Act.

Protection from liability

64. No action or other proceeding may be instituted against the Association, the Board or any committee or tribunal, any member or former member of the Association, of the Board or of a committee or tribunal, or any officer, employee or agent of the Association or of the Board for any act done in good faith in the exercise or performance or the intended exercise or performance of any power or duty of the Association under this Act or the Public Accounting Act, 2004 or for any alleged neglect or default in the exercise or performance in good faith of such power or duty.

By-laws

65. (1) The Board may make by-laws necessary or desirable to conduct the business and carry out the objects of the Association.

Same

(2) Without limiting the generality of subsection (1), the Board may make by-laws with respect to the following matters:

1. Governing the admission of individuals to membership in the Association, including,

i. specifying requirements and qualifications for membership,

ii. providing for the setting or approval by the Board of examination requirements for membership, including specifying the subjects in which examinations are required and providing for the granting of certificates to applicants who successfully complete examinations, and

iii. governing applications for membership.

2. Governing members of the Association as Certified General Accountants, including establishing standards of practice, governing the imposition of restrictions and conditions on a member’s right to practise as a Certified General Accountant, establishing classes of members and governing the renewal, suspension and revocation of memberships.

3. Governing the calling and holding of meetings of the members of the Association and of meetings of the Board, including respecting the representation of a member by proxy at a meeting of the Association.

4. Governing the nomination and election of members of the Association to the Board, including setting out the qualifications that a member must meet in order to be elected to and serve on the Board and setting out terms of office.

5. Governing the election or appointment of officers of the Association and setting out their powers and duties.

6. Establishing the committees and tribunals required by this Act and any additional committees or tribunals, governing the names, composition, powers, duties and quorums of the committees and tribunals, governing the appointment of individuals to the committees and tribunals, and authorizing and governing the formation of panels of committees or tribunals.

7. Delegating any of the Board’s powers or duties under this Act to one or more committees or tribunals or to the registrar, and specifying restrictions or conditions on the delegation.

8. Governing the registration of entities as firms, including requiring the registration of firms, specifying additional entities that may register as a firm, specifying the requirements and qualifications for registration, governing applications for registration and governing the renewal, suspension and revocation of registrations.

9. Governing firms as Certified General Accountants, including establishing standards of practice, governing the imposition of restrictions and conditions on a firm’s practice, governing the names of firms and governing firms that are limited liability partnerships.

10. Governing professional corporations, including requiring the certification of those corporations, governing the issuance, renewal, suspension and revocation of certificates of authorization and respecting the notification of a change in the shareholders of the corporation.

11. Respecting any person, partnership or other entity that, in addition to practising as a Certified General Accountant, also practises another profession or provides other services, including requiring that the persons, partnerships and other entities be registered to engage in such activities, governing the registrations and their renewal, suspension and revocation and governing the restrictions and conditions that may be imposed on the registered persons, partnerships and other entities.

12. Respecting the election and rights and duties of honorary members.

13. Governing the use of terms, titles, initials, designations and descriptions by members of the Association and firms practising as Certified General Accountants, and by individuals for the purposes of paragraph 2 of subsection 26 (2).

14. Governing the resignation of members of the Association.

15. Governing the reinstatement or readmission of individuals who have resigned or whose membership is suspended or revoked and firms whose registration or certificate of authorization is suspended or revoked.

16. Governing the competence and conduct of members of the Association and firms as Certified General Accountants, including,

i. establishing a code of ethics,

ii. providing for rules of professional conduct, and

iii. governing complaints and discipline, including specifying requirements for the making of complaints, respecting the resolution of complaints by a complaints committee, respecting reviews under section 34, respecting emergency suspensions for the purposes of subsection 35 (3) and specifying orders that may be made under subsection 36 (6).

17. Governing investigations and practice inspections under this Act, including respecting the payment of the costs of an inspection.

18. Governing individuals as students, including,

i. requiring the registration of individuals as students, specifying the requirements and qualifications for registration and governing applications for registration,

ii. providing for the development or approval of a curriculum, courses of study and examinations for students, requiring students to complete the courses and examinations and providing for the granting of certificates to students who successfully complete examinations,

iii. respecting the rights and duties of students, and

iv. providing that any provision of this Act or the by-laws apply to students with necessary modifications or subject to such modifications as may be specified by the by-laws.

19. Respecting the minimum requirements for professional liability insurance that must be carried by members of the Association and by firms.

20. Establishing and governing the payment of fees and other amounts that must be paid to the Association and exempting any class of individual or entity from all or part of any fee or amount.

21. Respecting matters of procedure for any meeting, process or proceeding under this Act, including providing for procedural rules for proceedings before committees or tribunals under this Act.

22. Providing for the training and recognition of specialists.

23. Providing for the affiliation of the Association with a university, college, school, corporation or other entity with similar or related objects.

24. Establishing and providing for the administration of a benevolent fund for the benefit of a member or the family of a deceased member who may require financial assistance and providing for,

i. the receipt of contributions or donations to the fund, and

ii. the making of contributions to the fund by the Association.

25. Providing for the making of grants or donations by the Association to any individual or entity for any purpose that may tend to advance accounting knowledge and education, improve standards of practice in accounting, or support or encourage public information about and interest in the past and present role of accounting in society.

26. Governing the retention and destruction of information and documents in the possession of the Association or any officer of the Association, the Board or any committee.

27. Respecting any matter that this Act refers to as a matter that the by-laws may specify, set out, determine or otherwise deal with.

28. Addressing any transitional issues that arise from the repeal of the Certified General Accountants Association of Ontario Act, 1983.

Same, public accounting

(3) Without limiting the generality of subsection (1), the Board may make by-laws with respect to the following matters:

1. Governing matters relating to meeting and maintaining the standards that the Association, as a designated body within the meaning of the Public Accounting Act, 2004, is required to meet and maintain in order to be authorized to license and govern the activities of its members as public accountants under that Act.

2. Governing matters relating to the licensing and governance of members of the Association as public accountants, as permitted by the Public Accounting Act, 2004.

3. Governing matters relating to the practice, through a professional corporation, of public accounting by members of the Association who are licensed under the Public Accounting Act, 2004 as public accountants, as permitted by that Act.

4. Providing that any provision of this Act or the by-laws apply, with necessary modifications or subject to such modifications as may be specified by the by-laws, with respect to,

i. members of the Association who are licensed by the Association under the Public Accounting Act, 2004 as public accountants, or

ii. professional corporations, established by one or more members of the Association who are licensed by the Association under the Public Accounting Act, 2004 as public accountants, that hold a valid certificate of authorization under that Act to practise as public accountants.

Limitation

(4) Despite section 66, a by-law made under paragraph 2, 3 or 4 of subsection (3) is of no effect unless the Association is authorized under the Public Accounting Act, 2004 to license and govern the activities of its members as public accountants.

General or particular

(5) A by-law made under this section may be general or particular in its application.

Publicly available

(6) The by-laws shall be open to examination by the public at the Association’s head office during normal office hours.

When by-law effective

66. (1) A by-law made by the Board is effective on and after the day it is made.

Approval of by-law by members

(2) Despite subsection (1), a by-law made by the Board does not continue to have effect unless it is approved by the members of the Association at the earlier of the first annual meeting of the Association following the making of the by-law and any general meeting at which the by-law is considered.

Effect of rejection

(3) A by-law that is not approved by the members of the Association in accordance with subsection (2) ceases to have effect at the close of the meeting at which it is not approved.

Same, validity

(4) The rejection of a by-law by the members of the Association does not affect the validity of any action taken under the by-law while it was in effect.

Transition

67. Every by-law made by the Board of Governors of the Association under the Certified General Accountants Association of Ontario Act, 1983 that is in force immediately before the day on which this section comes into force is deemed on that day to be a by-law of the Association under this Act and shall remain in force, to the extent that it does not conflict with this Act, until it is amended or revoked by by-law under this Act.

Repeal and Consequential Amendment

Repeal

68. The Certified General Accountants Association of Ontario Act, 1983, being chapter Pr6, is repealed.

Business Corporations Act

69. Paragraph 1 of clause 3.1 (2) (b) of the Business Corporations Act is repealed and the following substituted:

1. Certified General Accountants Act, 2010.

Commencement and Short Title

Commencement

70. The Act set out in this Schedule comes into force on the day the Accounting Professions Act, 2010 receives Royal Assent.

Short title

71. The short title of the Act set out in this Schedule is the Certified General Accountants Act, 2010.

Schedule B
Certified Management Accountants Act, 2010

Definitions and Interpretation

Definitions

1. In this Act,

“appeal committee” means the appeal committee established by the by-laws; (“comité d’appel”)

“associate” means an individual or entity registered as an associate of the Corporation in accordance with the by-laws; (“associé”)

“Board” means the Board of Directors of the Corporation; (“conseil”)

“by-laws” means the by-laws made under this Act; (“règlements administratifs”)

“capacity committee” means the capacity committee established by the by-laws; (“comité de détermination de la capacité”)

“complaints committee” means the complaints committee established by the by-laws; (“comité des plaintes”)

“Corporation” means the Certified Management Accountants of Ontario; (“Ordre”)

“discipline committee” means the discipline committee established by the by-laws; (“comité de discipline”)

“document” includes data and information in electronic form; (“document”)

“firm” means an entity registered under section 21 as a firm; (“cabinet”)

“limited liability partnership” means a limited liability partnership as defined in the Partnerships Act; (“société à responsabilité limitée”)

“public accountant” and “public accounting” have the same meanings as in the Public Accounting Act, 2004; (“expert-comptable”, “expertise comptable”)

“register” means the register established under section 61; (“registre”)

“Registrar” means the registrar of the Corporation appointed by the Board; (“registrateur”)

“review committee” means the review committee established by the by-laws; (“comité d’examen”)

“student” means an individual registered as a student of the Corporation in accordance with the by-laws. (“stagiaire”)

Interpretation – rights not affected

2. This Act does not affect or interfere with the right of any person who is not a member of the Corporation to practise as an accountant.

The Corporation

Society continued as Corporation

3. (1) The Society of Management Accountants of Ontario is continued as a corporation without share capital under the name Certified Management Accountants of Ontario in English and Comptables en management accrédités de l’Ontario in French.

Composition

(2) The Corporation is composed of its members.

Powers, etc., of natural person

(3) For the purpose of carrying out its objects, the Corporation has the capacity and the rights, powers and privileges of a natural person.

Implied provisions do not apply

(4) Section 92 (implied provisions for corporations) of the Legislation Act, 2006 does not apply to the Corporation.

Objects of the Corporation

4. The objects of the Corporation are,

(a) to promote and protect the public interest by governing and regulating the practice of individuals and firms as Certified Management Accountants in accordance with this Act and the by-laws, including,

(i) establishing, maintaining, developing and enforcing standards of qualification,

(ii) establishing, maintaining, developing and enforcing standards of practice,

(iii) establishing, maintaining, developing and enforcing standards of professional ethics,

(iv) establishing, maintaining, developing and enforcing standards of knowledge, skill and proficiency, and

(v) regulating the practice, competence and professional conduct of individuals and firms as Certified Management Accountants;

(b) to promote and increase the knowledge, skill and proficiency of members of the Corporation, firms, students and associates;

(d) to meet and maintain the standards that the Corporation, as a designated body within the meaning of the Public Accounting Act, 2004, is required to meet and maintain in order to be authorized to license and govern the activities of its members as public accountants under that Act; and

(e) to promote and protect the public interest by licensing members of the Corporation as public accountants and regulating those members and professional corporations as public accountants under the Public Accounting Act, 2004, when authorized under that Act to do so, in accordance with that Act, this Act and the by-laws.

Meetings of the Corporation

Annual meetings

5. (1) The Corporation shall hold an annual meeting of the members of the Corporation in accordance with the by-laws.

General meetings

(2) The members of the Corporation or the Board may at any time call a general meeting of the members of the Corporation in accordance with the by-laws.

Proxy

(3) At any annual or general meeting of the members of the Corporation, a member may be represented by proxy in accordance with the by-laws.

Limitation

(4) A proxy granted by a member for the purposes of subsection (3) is not valid unless it is granted to another member of the Corporation.

Surplus

6. Any surplus obtained from carrying on the business of the Corporation shall be solely devoted to and applied towards promoting and carrying out its objects in accordance with this Act and the by-laws and shall not be divided among its members.

Benevolent or charitable fund

7. The Corporation may establish and administer a benevolent or charitable fund, and for that purpose may make or receive contributions.

The Board

Board of Governors

8. (1) The Council of The Society of Management Accountants of Ontario is continued as the Board of Directors of the Corporation, which shall manage and administer the Corporation’s affairs in accordance with this Act and the by-laws.

Composition

(2) The Board shall be composed of,

(a) no fewer than eight and no more than 17 individuals, as fixed by the by-laws, who are members of the Corporation and who are elected by members of the Corporation in accordance with the by-laws;

(b) two or three individuals, as determined under subsection (3), who are not members of the Corporation or of a self-regulating accounting body and who are appointed by the Lieutenant Governor in Council; and

Same

(3) If 10 or more members of the Corporation are elected to the Board, then three individuals may be appointed under clause (2) (b); otherwise, two individuals may be appointed.

Deemed reappointment

(4) An individual whose appointment under clause (2) (b) expires is deemed to have been reappointed until his or her successor takes office.

Board appointments

(5) Until the first appointment of an individual to the Board by the Lieutenant Governor in Council under clause (2) (b), the Board may appoint as members of the Board one or more individuals who are not members of the Corporation or of a self-regulating accounting body, for the term or terms that the Board specifies.

Same

(6) The appointment of an individual appointed under subsection (5) expires on the earlier of,

(a) the day on which the individual’s term expires; and

(b) the day on which the Lieutenant Governor in Council makes a first appointment under clause (2) (b).

Vacancy

9. (1) If the seat of an elected member of the Board becomes vacant, the vacancy shall be filled for the remainder of the member’s term in accordance with the by-laws.

Same

(2) For the purposes of subsection (1), an elected member’s seat becomes vacant,

(a) if the member dies or resigns;

(b) if the member is removed from the Board in accordance with the by-laws; or

Quorum

10. At any meeting of the Board, a majority of the elected members of the Board constitutes a quorum.

Officers of the Corporation

11. (1) The Board shall elect from among its members the officers specified by the by-laws to be elected.

Same

(2) The Board shall appoint as officers of the Corporation a President and Chief Executive Officer, a Registrar and any other officers specified by the by-laws to be appointed.

Powers and duties

(3) In addition to the powers and duties that are set out in this Act and the by-laws, an officer of the Corporation has the powers and duties that are granted or assigned to him or her by the Board.

Committees

12. (1) The Board shall by by-law establish a complaints committee, a discipline committee, a review committee, a capacity committee and an appeal committee, and may establish additional committees as it considers appropriate.

Panels

(2) The by-laws may authorize a committee to sit in panels for the purposes of exercising its powers and performing its duties under this Act, and for any other purpose.

Same

(3) A decision of a panel of a committee constitutes the decision of the committee.

Delegation

Board may delegate

13. (1) The Board may delegate any of its powers or duties under this Act to one or more committees or the Registrar or any other officer of the Corporation, subject to any restrictions or conditions that the Board may specify.

Registrar may delegate

(2) The Registrar may delegate any of his or her powers or duties under this Act to one or more individuals or entities identified by the Board for the purpose, subject to any restrictions or conditions that are specified by the Registrar or the Board.

Membership

14. (1) The Board shall admit as a member of the Corporation any individual who meets the requirements and qualifications for membership that are specified by the by-laws and who applies for membership in accordance with the by-laws.

Certificate

(2) The Registrar shall give to every individual admitted as a member of the Corporation a certificate of membership in the form determined by the Board.

Same

(3) Every member of the Corporation who resigns his or her membership or whose membership is suspended or revoked shall return his or her certificate of membership to the Corporation, unless the Board determines otherwise.

15. For the purposes of this Act and the by-laws, an individual is not a member of the Corporation unless the register indicates that he or she is a member.

Restrictions, conditions

16. The right of a member of the Corporation to practise as a Certified Management Accountant is subject to any restrictions or conditions imposed under this Act.

Designations and initials

17. Subject to the by-laws, a member of the Corporation has the right to use the designations “Certified Management Accountant”, “comptable en management accrédité”, “Registered Industrial Accountant” and “comptable en administration industrielle”, and to use the initials “C.M.A.”, “CMA”, “R.I.A.” and “RIA”.

Refusal, restrictions or conditions

Refusal of membership

18. (1) An applicant who is refused membership in the Corporation may appeal the decision to the person or body appointed by the by-laws to hear the appeal.

Restrictions or conditions

(2) An applicant whose membership in the Corporation is granted subject to restrictions or conditions on his or her right to practise as a Certified Management Accountant may appeal the decision to the person or body appointed by the by-laws to hear the appeal.

Parties

(3) The parties to an appeal under subsection (1) or (2) are the Corporation and the applicant.

Powers

(4) On hearing the appeal, the person or body appointed to hear the appeal may confirm or vary the decision being appealed, or may substitute his, her or its own decision for that of the Board.

Decision final

(5) The decision of the person or body appointed to hear the appeal is final.

Suspension, revocation of membership

19. (1) The Board may, in accordance with the by-laws, suspend or revoke the membership of a member of the Corporation for,

(a) failure to pay all or part of any fee or other amount that is payable to the Corporation;

(b) failure to provide information or produce documents or other materials required under this Act to be provided or produced;

(d) any other reason that is specified by the by-laws.

Appeal

(2) An individual whose membership is suspended or revoked under clause (1) (d) may appeal the decision to the person or body specified by the by-laws as having authority to hear the appeal.

Parties

(3) The parties to an appeal under subsection (2) are the Corporation and the individual.

Powers

(4) On hearing the appeal, the person or body may confirm or vary the decision being appealed, or may substitute his, her or its own decision for that of the Board.

Decision final

(5) The decision of the person or body under subsection (4) is final.

Continuing jurisdiction

Former member

20. (1) An individual who resigns as a member of the Corporation or whose membership is revoked or otherwise terminated remains subject to the continuing jurisdiction of the Corporation in respect of an investigation or disciplinary proceeding arising from his or her conduct while a member, subject to subsection (2).

Limitation

(2) No investigation shall be commenced respecting the conduct of an individual referred to in subsection (1) unless the conduct comes to the attention of the Corporation before the sixth anniversary of the day on which the individual ceased to be a member.

Suspended member

(3) A member whose membership is suspended remains subject to the continuing jurisdiction of the Corporation for all purposes under this Act.

Firms

Registration of firms

21. The Registrar shall accept any of the following entities for registration as a firm in accordance with the by-laws:

1. A partnership, including a limited liability partnership, or other association of members of the Corporation.

2. Any other entity specified by the by-laws.

Restrictions, conditions

22. (1) The right of a firm to practise as a Certified Management Accountant is subject to any restrictions or conditions imposed on it under this Act.

Application

(2) A restriction or condition imposed under this Act on a member of the Corporation practising as a Certified Management Accountant through a firm applies to the firm in relation to the member’s practice as a Certified Management Accountant.

Same

(3) A restriction or condition imposed under this Act on a firm applies to the members of the Corporation practising as Certified Management Accountants through the firm.

Application of Act and by-laws

23. (1) This Act and the by-laws apply to a member of the Corporation even if the member practises as a Certified Management Accountant through a firm.

Professional obligations to clients

(2) The professional obligations of a member of the Corporation to a person who is his or her client,

(a) are not diminished by the fact that the member is practising through a firm; and

(b) in the case of a member practising through a firm that is a corporation, apply equally to the corporation and to its directors, officers, shareholders, agents and employees.

Investigation or inspection

(3) If a member practising as a Certified Management Accountant through a firm that is a corporation is the subject of an investigation or inspection under this Act, the corporation is jointly and severally liable with the member for all fines and costs that the member is required to pay in relation to the investigation or inspection.

Continuing jurisdiction

24. A firm whose registration is suspended remains subject to the continuing jurisdiction of the Corporation for all purposes under this Act.

Limited liability partnerships

25. (1) Subject to the by-laws, two or more members of the Corporation may form a limited liability partnership or continue a partnership as a limited liability partnership for the purpose of practising as Certified Management Accountants.

Same

(2) For the purposes of subsection (1), a member of the Corporation includes any type of firm specified by the by-laws.

Partnerships Act

(3) For greater certainty, this Act is an Act governing a profession for the purposes of section 44.2 of the Partnerships Act.

Prohibitions

Prohibition, individuals

26. (1) No individual, other than a member of the Corporation, shall, through an entity or otherwise,

(a) take or use the designation “Certified Management Accountant”, “comptable en management accrédité”, “Registered Industrial Accountant” or “comptable en administration industrielle”, or the initials “C.M.A.”, “CMA”, “F.C.M.A.”, “FCMA”, “R.I.A.” or “RIA”, alone or in combination with other words or abbreviations;

(b) take or use any term, title, initials, designation or description implying that the individual is a Certified Management Accountant or a Registered Industrial Accountant;

(d) otherwise hold himself or herself out as a Certified Management Accountant or a Registered Industrial Accountant, regardless of whether he or she provides services as a Certified Management Accountant or Registered Industrial Accountant to any individual or entity.

Exceptions

(2) Clauses (1) (a) and (b) do not apply to an individual in any of the following circumstances:

i. a speech or other presentation given at a professional or academic conference or other similar forum,

ii. an application for employment or a private communication respecting the retainer of the individual’s services, if the reference is made to indicate the individual’s educational background and the individual expressly indicates that he or she is not a member of the Corporation and is not governed by the Corporation, or

2. The individual uses a term, title, initials, designation or description as authorized by the by-laws.

Same

(3) For the purposes of subparagraph 1 ii of subsection (2), stating the name of the jurisdiction from which the qualifications were obtained after the term, title, initials, designation or description is not sufficient to expressly indicate that the individual is not a member of the Corporation and is not governed by the Corporation.

Prohibition, corporations

(4) No corporation, other than a corporation that is a firm, shall,

(b) take or use any term, title, initials, designation or description implying that the corporation is entitled to practise as a Certified Management Accountant or a Registered Industrial Accountant;

(d) otherwise hold itself out as a Certified Management Accountant or a Registered Industrial Accountant, regardless of whether it provides services as a Certified Management Accountant or Registered Industrial Accountant to any individual or entity.

Exception

Non-residents, etc.

Offences and penalty

27. (1) Every person who contravenes section 26 is guilty of an offence and on conviction is liable to a fine of not more than $10,000.

Application to corporation

Probation orders

(3) On conviction of a person for an offence under this section, the court may prescribe as a condition of a probation order any of the following:

1. That the person pay compensation or make restitution to any person who suffered a loss as a result of the offence.

2. That the person shall not contravene section 26.

Costs

28. (1) In addition to the fine, on conviction for an offence under section 27, a court may order that the convicted person pay to the Corporation some or all of the costs reasonably incurred by it in prosecuting the offence and in undertaking any investigation related to the subject matter of the prosecution.

Same

(2) Costs payable under subsection (1) are deemed to be a fine for the purpose of enforcing payment.

Limitation

29. No prosecution for a contravention of section 26 shall be commenced more than two years after the time when the subject matter of the prosecution arose.

Order prohibiting contravention

30. (1) On application by the Corporation, the Superior Court of Justice may make an order prohibiting a person from contravening section 26, if the court is satisfied that the person is contravening or has contravened that section.

No prosecution or conviction required

(2) An order may be made under subsection (1) whether or not the person has been prosecuted for or convicted of the offence of contravening section 26.

Variation or discharge

(3) Any person may apply to the Superior Court of Justice for an order varying or discharging an order made under subsection (1).

Offences under the Public Accounting Act, 2004

Limitation on prosecutions

31. (1) The Corporation shall not commence a prosecution for a contravention of section 13, 14 or 15 of the Public Accounting Act, 2004 with respect to any person who is not a member or former member of the Corporation or a firm, except with the consent of The Public Accountants Council for the Province of Ontario.

Costs

(2) If a prosecution by the Corporation for a contravention of section 13, 14 or 15 of the Public Accounting Act, 2004 results in a conviction, the reference in section 16 of that Act to the Council shall be read as a reference to the Corporation.

Complaints and Discipline

Complaints committee

32. Subject to the by-laws, the complaints committee shall review every complaint regarding the conduct of a member of the Corporation or a firm and, if the complaint contains information suggesting that the member or firm may be guilty of professional misconduct as defined in the by-laws, the committee shall investigate the matter.

Decision of complaints committee

33. (1) Following the investigation of a complaint by the complaints committee, the committee may do one or more of the following:

1. Direct that the matter be referred, in whole or in part, to the discipline committee.

2. Direct that the matter not be referred to the discipline committee.

3. Negotiate a settlement agreement between the Corporation and the member or firm and refer the agreement to the discipline committee for approval.

4. Take any action that it considers appropriate in the circumstances and that is not inconsistent with this Act or the by-laws, including cautioning or admonishing the member or firm, but not including any action described in subsection 35 (4).

Confirmation, rejection of settlement agreement

(2) If the complaints committee refers a settlement agreement to the discipline committee under paragraph 3 of subsection (1), the discipline committee shall review the agreement and,

(a) approve the agreement; or

(b) reject the agreement and refer the matter back to the complaints committee.

Enforcement of settlement agreements

(3) A settlement agreement that is approved by the discipline committee may be filed in the Superior Court of Justice.

Same

(4) A settlement agreement that is filed under subsection (3) is enforceable as if it were an order of the Superior Court of Justice.

Review

34. (1) If the complaints committee does not direct that a matter be referred, in whole or in part, to the discipline committee, the complainant may request a review of the committee’s decision by the appeal committee in accordance with the by-laws.

Powers

(2) Following a review under subsection (1), the appeal committee may,

(a) in the circumstances set out in the by-laws, refer the matter back to the complaints committee; or

(b) direct that no further action be taken.

Decision final

(3) The decision of the appeal committee under subsection (2) is final.

Same

(4) If the appeal committee refers a matter back to the complaints committee for reconsideration, the decision of the complaints committee in respect of the matter is final.

Discipline committee

35. (1) The discipline committee shall hear every matter referred to it by the complaints committee.

Parties

(2) The parties to a hearing under subsection (1) are the Corporation and the member of the Corporation who or the firm that is the subject of the complaint.

Professional misconduct

(3) The discipline committee shall find a member or firm guilty of professional misconduct if in the committee’s opinion the member or firm is guilty of professional misconduct as defined in the by-laws.

Powers

(4) If the discipline committee finds a member or firm guilty of professional misconduct, it may by order do one or more of the following:

1. If at least two-thirds of the committee panel hearing the matter agrees, revoke the member’s membership or the firm’s registration.

2. Suspend the member’s membership or the firm’s registration for a period determined in accordance with the by-laws.

3. Despite section 17, direct that a member whose membership is suspended refrain from using any designation, term, title, initials or description implying that the member is practising as a Certified Management Accountant or a Registered Industrial Accountant during the period of suspension.

4. Determine the timing and manner of the return of a certificate of membership to the Corporation by an individual whose membership is suspended or revoked.

5. Impose restrictions or conditions on the right of the member or firm to practise as a Certified Management Accountant.

6. Issue a reprimand and, if the committee considers it appropriate, direct that the reprimand be recorded in the register.

7. Direct the member or firm to take any specified rehabilitative measure, including requiring the member or any member practising as a Certified Management Accountant through the firm to successfully complete specified professional development courses or to seek specified counselling or treatment.

8. Direct the member or firm to pay a fine and specify the timing and manner of payment.

9. Direct that the imposition of a measure under this subsection be postponed for a specified period or on specified terms, including the successful completion of specified courses of study.

10. Direct that a failure to comply with the committee’s order shall result in the revocation of the member’s membership or the firm’s registration.

11. Make any other order that the committee considers appropriate in the circumstances.

Effect

(5) Unless the discipline committee orders otherwise, a final decision or order of the committee under this section takes effect on the day on which the time to appeal under subsection 37 (1) expires, if no notice of appeal is filed with the appeal committee in accordance with that subsection.

Combining proceedings

(6) If two or more proceedings before the discipline committee involve the same member or firm or the same or similar questions of fact, law or policy, the committee may, without the consent of the parties, combine the proceedings or any part of them or hear the proceedings at the same time.

Preliminary suspension, restrictions

36. At any time after a matter respecting a complaint against a member or firm is referred to it by the complaints committee and before making a final decision or order under section 35, the discipline committee may order that the member’s membership or the firm’s registration be suspended, or be subject to any restrictions or conditions that the committee may specify, pending the outcome of the hearing, if there are reasonable grounds to believe that to do otherwise may result in harm to any member of the public.

Appeal committee

37. (1) A party to a proceeding before the discipline committee may appeal a final decision or order of the committee under section 35 or an order under section 36 to the appeal committee by filing a notice of appeal within the time and in the manner set out in the by-laws.

Jurisdiction, powers

(2) The appeal committee may determine any question of law or mixed fact and law that arises in an appeal under subsection (1) and may,

(a) make any decision or order that could have been made by the discipline committee;

(b) order a new hearing before the discipline committee; or

Effect

(3) A decision or order of the appeal committee under clause (2) (a) takes effect on the day specified by the by-laws, unless the committee orders otherwise.

Decision, order final

(4) A decision or order of the appeal committee under subsection (2) is final.

Costs

38. (1) The discipline committee may award the costs of a proceeding before it under section 35 against the member who or firm that is the subject of the proceeding, in accordance with its procedural rules.

Same

(2) The appeal committee may award the costs of a proceeding before it under section 37 against the member who or firm that is the subject of the proceeding, in accordance with its procedural rules.

Inclusion of Corporation’s costs

(3) The costs ordered under subsection (1) or (2) may include costs incurred by the Corporation arising from the investigation, prosecution, hearing and, if applicable, appeal of the matter that is the subject of the proceeding and any other costs specified by the by-laws.

Application

(4) This section applies despite section 17.1 of the Statutory Powers Procedure Act.

Power of Board to rescind or alter orders

39. (1) At any time after an order of the discipline committee under subsection 35 (4) or of the appeal committee under clause 37 (2) (a) to suspend or revoke a member’s membership or a firm’s registration has become effective, the Board may by special resolution rescind or alter the order.

Notice

(2) The Board shall give notice of a special resolution under subsection (1), with reasons, to the members of the Corporation.

Application to former members

40. Subject to subsection 20 (2), sections 32 to 39 apply with necessary modifications in respect of an individual who resigns as a member of the Corporation or whose membership is revoked or otherwise terminated.

Bankruptcy or Insolvency

Bankruptcy or insolvency event

41. (1) Any of the following is a bankruptcy or insolvency event for the purposes of this section and sections 42 and 43:

1. A member of the Corporation becomes a bankrupt within the meaning of the Bankruptcy and Insolvency Act (Canada).

2. A member of the Corporation makes a proposal, within the meaning of the Bankruptcy and Insolvency Act (Canada), to his or her creditors.

3. A proceeding is brought against a member of the Corporation as an insolvent debtor.

4. A receiving order is made against a firm.

5. Any other event specified by the by-laws.

Notice

(2) A member who or firm that experiences a bankruptcy or insolvency event shall notify the Registrar in accordance with the by-laws.

Requirement to provide documents, etc.

(3) The Registrar may require a member who or firm that gives notice under subsection (2) to provide to the Registrar any of the following:

1. Documents relating to the bankruptcy or insolvency event.

2. Documents respecting the member or firm’s financial circumstances, as specified by the by-laws.

3. A declaration granting the Corporation permission to access documents or information relating to the bankruptcy or insolvency event, directly or indirectly, from a trustee in bankruptcy, the Superintendent of Bankruptcy or an official receiver, as the case may be.

4. Any other document or information specified by the by-laws.

Same

(4) A member or firm required to provide a document, declaration or information under subsection (3) shall do so within the time and in the manner specified by the Registrar.

Referral

(5) The Registrar shall refer every notice and related documents and information provided under this section to the review committee.

Review committee

42. (1) The review committee shall review every matter referred to it by the Registrar under section 41.

Requirement to provide documents, etc.

(2) For the purposes of subsection (1), the review committee may require a member who or firm that is the subject of the matter to provide to the committee any document or information referred to in subsection 41 (3), and the member or firm shall do so within the time and in the manner specified by the committee.

Investigation

(3) For the purposes of subsection (1), the review committee may direct the Registrar to investigate any matter that is referred to the committee under section 41.

Same

(4) The Registrar shall report the results of an investigation under subsection (3) to the review committee.

Powers

(5) Following the review of a matter under subsection (1), the review committee may,

(a) hold a hearing on the matter;

(b) require the member or firm to provide to the committee, on an on-going basis, any document or information described in subsection 41 (3), for the time and in the manner specified by the committee; or

Same

(6) If the review committee receives any document or information under clause (5) (b) suggesting that the member or firm’s bankruptcy or insolvency event may pose a risk of harm to any person, it may hold a hearing on the matter.

Parties

(7) The parties to a hearing under clause (5) (a) or subsection (6) are the Corporation and the member or firm.

Powers following hearing

(8) If, following a hearing under clause (5) (a) or subsection (6), the review committee determines that there are reasonable grounds for believing that the member or firm’s bankruptcy or insolvency event poses or may pose a risk of harm to any person, it may by order do one or more of the following:

1. Suspend the member’s membership or the firm’s registration.

2. Impose restrictions or conditions on the right of the member or firm to practise as a Certified Management Accountant.

3. Make any other order, other than revoking the member’s membership or the firm’s registration, that the committee considers appropriate in the circumstances.

Appeal committee

43. (1) A party to a proceeding before the review committee may appeal a final decision or order of the committee under section 42 to the appeal committee by filing a notice of appeal within the time and in the manner set out in the by-laws.

Jurisdiction, powers

(2) The appeal committee may determine any question of law or mixed fact and law that arises in an appeal under subsection (1) and may,

(a) make any decision or order that could have been made by the review committee;

(b) order a new hearing before the review committee; or

Decision, order final

(3) A decision or order of the appeal committee under subsection (2) is final.

Practice Inspections

Practice inspections

44. The Corporation may conduct inspections respecting the practices of members of the Corporation and firms in accordance with the by-laws.

Costs

45. The costs to the Corporation of an inspection respecting the practice of a member or firm shall be borne by the member or firm in accordance with the by-laws.

Capacity

Interpretation – “incapacitated”

46. A member of the Corporation is incapacitated for the purposes of sections 47 to 49 if, by reason of physical or mental illness, condition or disorder, other infirmity or addiction to or excessive use of alcohol or drugs, he or she is incapable of meeting his or her obligations under this Act.

Investigation

47. If the Corporation receives information suggesting that a member is incapacitated, the Corporation may investigate the matter.

Application

48. (1) Following an investigation under section 47, the Corporation may apply to the capacity committee for a determination of whether the member is incapacitated.

Parties

(2) The parties to an application under subsection (1) are the Corporation and the member.

Medical or psychological examination

(3) If the capacity committee determines that it is necessary to obtain the opinion of a physician or psychologist in order to determine whether a member is incapacitated, the committee may, on its own or on motion, order the member to undergo a medical or psychological examination.

Examining physician, psychologist

(4) The examining physician or psychologist shall be specified by the capacity committee after giving the parties an opportunity to make recommendations.

Failure to comply

(5) If the member fails to comply with an order under subsection (3), the capacity committee may make an order suspending his or her membership until he or she complies.

Assessment

(6) Following the examination of a member, the physician or psychologist shall provide to the capacity committee,

(a) an assessment of whether the member is incapacitated;

(b) an assessment of the extent of any incapacity; and

Admissibility

(7) Information provided by a member to a physician or psychologist during a medical or psychological examination is not admissible in evidence except,

(a) in the application, including any appeal, and in any proceeding in court arising from or relating to the application; and

(b) in an application under section 56 for a custodianship order, including any appeal, and in any proceeding in court arising from or relating to the application.

Powers

(8) If the capacity committee determines that the member is incapacitated, the committee may by order,

(a) suspend the member’s membership;

(b) impose restrictions or conditions on the member’s right to practise as a Certified Management Accountant; or

(c) make any other order, other than revoking the member’s membership, that the committee considers necessary to protect the public interest.

Appeal

49. (1) A party to the application may appeal a decision or order under section 48, or a refusal to make an order under that section, to the appeal committee by filing a notice of appeal within the time and in the manner set out in the by-laws.

Jurisdiction, powers

(2) The appeal committee may determine any question of law or mixed fact and law that arises in an appeal under subsection (1) and may,

(a) make any decision or order that could have been made by the capacity committee;

(b) refer the matter back to the capacity committee; or

Decision, order final

(3) A decision or order of the appeal committee under subsection (2) is final.

Investigation and Inspection Powers

Investigators

50. (1) The complaints committee may appoint investigators for the purposes of section 32.

Same

(2) The Registrar may appoint investigators for the purposes of subsection 42 (3).

Same

(3) The Corporation may appoint investigators for the purposes of section 47.

Inspectors

51. The Corporation may appoint inspectors for the purposes of section 44.

Proof of appointment

52. Every investigator or inspector who exercises powers under this Act shall, on request, produce written proof of his or her appointment under section 50 or 51, as the case may be.

Powers

53. (1) In conducting an investigation under this Act, an investigator may,

(a) at any reasonable time, enter and inspect the business premises of the individual or firm under investigation, other than any part of the premises used as a dwelling, without the consent of the owner or occupier and without a warrant;

(c) require the production of and examine any document or thing that the investigator believes is relevant to the investigation, including a client file;

(e) use any data storage, processing or retrieval device or system used in carrying on business on the premises in order to produce a document in readable form.

Same

(2) In conducting an inspection under this Act, an inspector may exercise any of the powers set out in subsection (1), with necessary modifications.

No obstruction

54. (1) No person shall obstruct an investigator or inspector executing his or her duties or withhold from him or her or conceal, alter or destroy any document or thing relevant to the investigation or inspection.

Offence and penalty

(2) Every person who contravenes subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $25,000.

Application to corporation

Custodianship

Application

55. (1) Sections 56 to 59 apply to property, wherever it may be located, that is or should be in the possession or control of a member of the Corporation in connection with,

(a) the business operations relating to the member’s practice;

(b) the business or affairs of a client or former client of the member;

(d) a trust of which the member is or was a trustee;

(e) a power of attorney under which the member is or was the attorney; or

(f) a guardianship under which the member is or was the guardian.

Same

(2) An order under subsection 56 (1) applies to property that is or should be in the possession or control of the member before or after the order is made.

Interpretation

(3) For the purposes of sections 56 to 59, property includes client files and other documents.

Custodianship order

56. (1) On application by the Corporation, the Superior Court of Justice may order that all or part of the property that is or should be in the possession or control of a member of the Corporation be given into the custody of a custodian appointed by the court.

Application without notice

(2) An application for an order under subsection (1) may be made without notice.

Grounds for order

(3) An order may be made under subsection (1) if,

(a) the member’s membership has been suspended or revoked or otherwise terminated;

(b) the member has died or disappeared;

(d) the member has neglected or abandoned his or her practice without making adequate provision for the protection of his or her clients’ interests;

(e) the member has failed to conduct his or her practice in accordance with any restriction or condition to which he or she is subject under this Act; or

(f) there are reasonable grounds for believing that other circumstances exist in respect of the member or his or her practice that make an order under subsection (1) necessary for the protection of the public.

Purpose of order

(4) An order may be made under subsection (1) only for one or more of the following purposes, as specified in the order:

1. Preserving the property.

2. Distributing the property.

3. Preserving or carrying on the member’s practice.

4. Winding up the member’s practice.

Custodian

(5) The court may appoint as custodian,

(a) the Corporation;

(b) a person selected by the Corporation who consents to acting as custodian; or

Use of agent

(6) If the Corporation is appointed as custodian, it may appoint an agent to act on its behalf.

Powers of court

(7) An order under subsection (1) may,

(a) authorize the custodian to employ or engage any professional or other assistance that is required to carry out the custodian’s duties;

(b) authorize the custodian or the sheriff or any police officer or other person acting on the direction of the custodian or the sheriff to,

(ii) search the building, dwelling, premises, vehicle or place,

(iii) open, by force if necessary, any safety deposit box or other receptacle,

(iv) require any person to provide access to any property that is or should be in the possession or control of the member, and

(v) seize, remove and deliver to the custodian any property that is or should be in the possession or control of the member;

(c) give directions to the custodian regarding the manner in which the custodian should carry out the purposes of the order;

(d) require the member to account to the Corporation and to any other person named in the order for any property that the court may specify;

(e) provide for the discharge of the custodian on completion of the custodian’s duties under the order and any subsequent orders relating to the same matter; and

(f) give any other directions that the court considers necessary in the circumstances.

Compensation

57. In an order under subsection 56 (1) or on a subsequent application, the court may make such order as it considers appropriate for the compensation of the custodian and the reimbursement of the custodian’s expenses by the member, whether out of the property held by the custodian or otherwise as the court may specify.

Application for directions

58. The Corporation, at the time of making an application for an order under subsection 56 (1), or the custodian appointed by an order made under that subsection, may apply to the Superior Court of Justice for the opinion, advice or direction of the court on any question affecting the property.

Variation or discharge

59. (1) The following persons may apply to the Superior Court of Justice to vary or discharge an order under subsection 56 (1):

1. The custodian.

2. The Corporation.

3. The member.

4. Any other person affected by the order.

Notice

(2) If an application is brought under subsection (1) by a person referred to in paragraph 3 or 4 of that subsection, then in addition to any person specified by the rules of court, notice of the application shall be given to,

(a) the custodian; and

(b) the Corporation, if it is not the custodian.

Application to former members

60. (1) Sections 55 to 59 apply with necessary modifications in respect of an individual who resigns as a member of the Corporation or whose membership is revoked or otherwise terminated.

Same, property

(2) Sections 55 to 59 apply to property that is or should be in the possession or control of an individual referred to in subsection (1), before or after he or she ceases to be a member.

Miscellaneous

61. (1) The Registrar shall establish and maintain a register of the members of the Corporation, firms, students and associates, and the register shall contain the information required by the by-laws to be included.

Examination by public

(2) The register shall be open to examination by the public at the Corporation’s head office during normal office hours.

Registrar’s certificate as evidence

62. Any statement containing information from the register purporting to be certified by the Registrar is admissible in evidence as proof, in the absence of evidence to the contrary, of the information in the statement, without proof of the Registrar’s appointment or signature.

Duty of confidentiality

63. (1) Every person engaged in the administration of this Act and the by-laws shall preserve secrecy respecting information or material that comes to his or her knowledge or possession in the course of his or her duties under this Act or the Public Accounting Act, 2004, and shall not disclose any such information or material to any person except,

(a) to his or her counsel;

(b) with the consent of the person to whom the information or material relates;

(d) as may be required in connection with the administration of this Act and the by-laws or with any proceeding under this Act; or

(e) as may otherwise be required by law.

Offence and penalty

(2) Every person who contravenes subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $25,000.

Application to corporation

Costs

(4) In addition to the fine, on conviction for an offence under this section, a court may order that the convicted person pay to the Corporation some or all of the costs reasonably incurred by it in prosecuting the offence and in undertaking any investigation related to the subject matter of the prosecution.

Same

(5) Costs payable under subsection (4) are deemed to be a fine for the purpose of enforcing payment.

Limitation

(6) No prosecution for a contravention of subsection (1) shall be commenced more than two years after the time when the subject matter of the prosecution arose.

Disclosure to public authority

64. (1) The Corporation may apply to the Superior Court of Justice for an order authorizing the disclosure to a public authority of any information that a person to whom subsection 63 (1) applies would otherwise be prohibited from disclosing under that subsection.

Restrictions

(2) The court shall not make an order under this section if the information sought to be disclosed came to the knowledge of the Corporation as a result of,

(b) the making of an oral or written statement disclosing matters that the court determines to be subject to solicitor-client privilege; or

Documents and other things

(3) An order under this section that authorizes the disclosure of information may also authorize the delivery of documents or other things that are in the Corporation’s possession and that relate to the information.

Non-compellability

65. The following persons are not compellable witnesses in any civil proceeding, other than a proceeding under this Act or a judicial review relating to a proceeding under this Act, respecting any information or material obtained by them while acting within the scope of their duties under this Act or the Public Accounting Act, 2004:

1. Members of the Board or of a committee.

2. Officers, employees and agents of the Corporation or of the Board.

Documents not admissible

66. No record of a proceeding under this Act and no document or thing prepared for or statement given at such a proceeding and no decision or order made in such a proceeding is admissible in any civil proceeding, other than a proceeding under this Act or a judicial review relating to a proceeding under this Act.

Protection from liability

67. No action or other proceeding may be instituted against the Corporation, the Board or any committee, any member or former member of the Corporation, of the Board or of a committee, or any officer, employee or agent of the Corporation or of the Board for any act done in good faith in the exercise or performance or the intended exercise or performance of any power or duty of the Corporation under this Act or the Public Accounting Act, 2004 or for any alleged neglect or default in the exercise or performance in good faith of such power or duty.

By-laws

68. (1) The Board may make by-laws necessary or desirable to conduct the business and carry out the objects of the Corporation.

Same

(2) Without limiting the generality of subsection (1), the Board may make by-laws with respect to the following matters:

1. Governing the admission of individuals to membership in the Corporation, including specifying the requirements and qualifications for membership and governing applications for membership.

2. Governing members of the Corporation as Certified Management Accountants, including establishing standards of practice, governing the imposition of restrictions and conditions on a member’s right to practise as a Certified Management Accountant, establishing classes of members and governing the renewal, suspension and revocation of memberships.

3. Governing the use of terms, titles, initials, designations and descriptions by members of the Corporation and firms practising as Certified Management Accountants, and by individuals for the purposes of paragraph 2 of subsection 26 (2).

4. Governing the nomination and election of members of the Corporation to the Board, including fixing the number of elected members, setting out the qualifications that a member must meet in order to be elected to and serve on the Board and setting out terms of office.

5. Governing the election and appointment of officers of the Corporation and setting out their powers and duties.

6. Establishing the committees required by this Act and any additional committees, governing the names, composition, powers, duties and quorums of the committees, governing the appointment of individuals to the committees, and authorizing and governing the formation of panels of committees.

7. Delegating any of the Board’s powers or duties under this Act to one or more committees or to the Registrar or any other officer of the Corporation, and specifying restrictions or conditions on the delegation.

8. Governing the registration of members of the Corporation as sole proprietorships, including requiring the registration of sole proprietorships, specifying the requirements and qualifications for registration, governing applications for registration and governing the renewal, suspension and revocation of registrations.

9. Governing the registration of entities as firms, including requiring the registration of firms, specifying additional entities that may register as a firm, specifying the requirements and qualifications for registration, governing applications for registration and governing the renewal, suspension and revocation of registrations.

10. Governing firms as Certified Management Accountants, including establishing standards of practice, governing the imposition of restrictions and conditions on a firm’s practice, governing the names of firms, governing firms that are limited liability partnerships and, in the case of a firm that is a corporation, requiring notification of a change in the shareholders of the corporation and specifying the time and manner of the notification.

11. Respecting any person, partnership or other entity that, in addition to practising as a Certified Management Accountant, also practises another profession or provides other services, including requiring that the persons, partnerships and other entities be registered to engage in such activities, governing the registrations and their renewal, suspension and revocation and governing the restrictions and conditions that may be imposed on the registered persons, partnerships and other entities.

12. Governing the resignation of members of the Corporation.

13. Governing the reinstatement or readmission of individuals who have resigned or whose membership is suspended or revoked and firms whose registration is suspended or revoked.

14. Governing the conduct of members of the Corporation and firms as Certified Management Accountants, including,

i. establishing a code of ethics,

ii. providing for rules of professional conduct, and

iii. governing complaints and discipline, including defining professional misconduct for the purposes of this Act and the by-laws, specifying requirements for the making of complaints and specifying orders that may be made under subsection 35 (4).

15. Respecting bankruptcy and insolvency events for the purposes of sections 41 to 43.

16. Governing investigations and practice inspections under this Act, including respecting the payment of the costs of an inspection.

17. Governing continuing education and professional development, including providing for the development or approval of continuing education and professional development programs for members of the Corporation and requiring members to successfully complete or participate in such programs, and governing the provision of professional development and related services to members and to non-members.

18. Governing individuals as students, including,

i. requiring the registration of individuals as students, specifying the requirements and qualifications for registration and governing applications for registration,

ii. respecting the rights and duties of students,

iii. providing for the development or approval of preparatory and qualifying programs, including courses of study, classes, lectures, professional programs, practical experience and mentored practice programs and examinations or evaluations, and requiring students to successfully complete them, and

iv. providing that any provision of this Act or the by-laws apply to students with necessary modifications or subject to such modifications as may be specified by the by-laws.

19. Governing the registration of individuals and entities as associates, including specifying the requirements and qualifications for registration and governing applications for registration, governing the rights and duties of associates and governing the renewal, suspension and revocation of registrations.

20. Respecting the minimum requirements for professional liability insurance that must be carried by members of the Corporation and by firms.

21. Establishing and governing the payment of fees and other amounts that must be paid to the Corporation and exempting any class of individual or entity from all or part of any fee or amount.

22. Respecting matters of procedure for any meeting, process or proceeding under this Act, including providing for procedural rules for proceedings before committees under this Act.

23. Providing for the training and recognition of specialists.

24. Providing for the affiliation of the Corporation with a university, college, school, corporation or other entity that supports the Corporation’s objects.

25. Governing the participation of the Corporation in the establishment and maintenance of foundations or other entities whose work supports the Corporation’s objects, including providing for the payment of funds by the Corporation to such a foundation or other entity.

26. Providing for the making of grants or donations by the Corporation to any individual or entity for any purpose that may tend to advance accounting and business knowledge and education, improve standards of practice in accounting and business, or support or encourage public information about and interest in the past and present roles of Certified Management Accountants and the accounting profession in society.

27. Governing the retention and destruction of information and documents in the possession of the Corporation or any officer of the Corporation, the Board or any committee.

28. Respecting any matter that this Act refers to as a matter that the by-laws may specify, set out, determine or otherwise deal with.

29. Addressing any transitional issues that arise from the repeal of the Society of Management Accountants of Ontario Act, 1941.

Same, public accounting

(3) Without limiting the generality of subsection (1), the Board may make by-laws with respect to the following matters:

1. Governing matters relating to meeting and maintaining the standards that the Corporation, as a designated body within the meaning of the Public Accounting Act, 2004, is required to meet and maintain in order to be authorized to license and govern the activities of its members as public accountants under that Act.

2. Governing matters relating to the licensing and governance of members of the Corporation as public accountants, as permitted by the Public Accounting Act, 2004.

3. Governing matters relating to the practice, through a professional corporation, of public accounting by members of the Corporation who are licensed under the Public Accounting Act, 2004 as public accountants, as permitted by that Act.

4. Providing that any provision of this Act or the by-laws apply, with necessary modifications or subject to such modifications as may be specified by the by-laws, with respect to,

i. members of the Corporation who are licensed by the Corporation under the Public Accounting Act, 2004 as public accountants, or

ii. professional corporations as defined in the Public Accounting Act, 2004, established by one or more members of the Corporation who are licensed by the Corporation under that Act as public accountants, that hold a valid certificate of authorization under that Act to practise as public accountants.

Limitation

(4) Despite section 69, a by-law made under paragraph 2, 3 or 4 of subsection (3) is of no effect unless the Corporation is authorized under the Public Accounting Act, 2004 to license and govern the activities of its members as public accountants.

General or particular

(5) A by-law made under this section may be general or particular in its application.

Publicly available

(6) The Board shall ensure that every by-law made under this section is available to the public for as long as it remains in effect.

When by-law effective

69. (1) A by-law made by the Board is effective on and after the day it is made.

Approval of by-law by members

(2) Despite subsection (1), a by-law made by the Board does not continue to have effect unless it is approved by the members of the Corporation at the earlier of the first annual meeting of the Corporation following the making of the by-law and any general meeting at which the by-law is considered.

Effect of rejection

(3) A by-law that is not approved by the members of the Corporation in accordance with subsection (2) ceases to have effect on the day on which the approval is withheld.

Same, validity

(4) The rejection of a by-law by the members of the Corporation does not affect the validity of any action taken under the by-law while it was in effect.

Transitional Issues

Definitions

70. In sections 71 to 73,

“Council” means the Council of the Society continued by the Society of Management Accountants of Ontario Act, 1941; (“Conseil”)

“Society” means The Society of Management Accountants of Ontario continued by the Society of Management Accountants of Ontario Act, 1941; (“Société”)

“transition day” means the day on which this section comes into force. (“date de transition”)

Members

Registered, certified members

71. (1) Every individual who is a registered member or a certified member of the Society immediately before the transition day is deemed on the transition day to become a member of the Corporation under this Act.

General members

(2) Every individual who is a general member of the Society immediately before the transition day is deemed on the transition day to become an associate.

Student members

(3) Every individual who is a student member of the Society immediately before the transition day is deemed on the transition day to become a student.

Council members

72. Despite subsection 8 (2), the members of the Council who are in office immediately before the transition day shall continue in office as members of the Board until the expiration of the terms for which they were elected or appointed or until the office otherwise becomes vacant.

By-laws

73. Every by-law made by the Council under the Society of Management Accountants of Ontario Act, 1941 that is in force immediately before the transition day is deemed on the transition day to be a by-law of the Corporation under this Act and shall remain in force, to the extent that it does not conflict with this Act, until it is amended or revoked by by-law under this Act.

Repeal and Consequential Amendments

Repeal

74. The Society of Management Accountants of Ontario Act, 1941, being chapter 77, is repealed.

Fair Access to Regulated Professions Act, 2006

75. Paragraph 13 of section 1 of Schedule 1 to the Fair Access to Regulated Professions Act, 2006 is repealed and the following substituted:

13. Certified Management Accountants of Ontario.

Public Accounting Act, 2004

76. The definition of “designated body” in section 1 of the Public Accounting Act, 2004 is amended by striking out “the Society of Management Accountants of Ontario” and substituting “the Certified Management Accountants of Ontario”.

Commencement and Short Title

Commencement

77. The Act set out in this Schedule comes into force on the day the Accounting Professions Act, 2010 receives Royal Assent.

Short title

78. The short title of the Act set out in this Schedule is the Certified Management Accountants Act, 2010.

SCHEDULE C
CHARTERED ACCOUNTANTS ACT, 2010

Definitions and Interpretation

Definitions

1. In this Act,

“appeal committee” means an appeal committee established by the by-laws; (“comité d’appel”)

“by-laws” means the by-laws made under this Act; (“règlements administratifs”)

“capacity committee” means the capacity committee established by the by-laws; (“comité de détermination de la capacité”)

“complaints committee” means the complaints committee established by the by-laws; (“comité des plaintes”)

“council” means the council of the Institute; (“conseil”)

“discipline committee” means the discipline committee established by the by-laws; (“comité de discipline”)

“document” includes data and information in electronic form; (“document”)

“firm” means an entity registered under section 21 as a firm; (“cabinet”)

“Institute” means The Institute of Chartered Accountants of Ontario; (“Institut”)

“limited liability partnership” means a limited liability partnership as defined in the Partnerships Act; (“société à responsabilité limitée”)

“professional corporation” means a corporation incorporated under the Business Corporations Act that is established by one or more members of the Institute; (“société professionnelle”)

“public accountant” and “public accounting” have the same meanings as in the Public Accounting Act, 2004; (“expert-comptable”, “expertise comptable”)

“registrar” means the registrar of the Institute appointed by the council; (“registrateur”)

“student” means an individual registered as a student of the Institute in accordance with the by-laws. (“stagiaire”)

Interpretation – rights not affected

2. This Act does not affect or interfere with the right of any person who is not a member of the Institute to practise as an accountant.

The Institute

Institute continued

3. (1) The Institute of Chartered Accountants of Ontario is continued as a corporation without share capital under the name The Institute of Chartered Accountants of Ontario in English and Institut des comptables agréés de l’Ontario in French.

Composition

(2) The Institute is composed of its members.

Powers, etc., of natural person

(3) For the purpose of carrying out its objects, the Institute has the capacity and the rights, powers and privileges of a natural person.

Implied provisions do not apply

(4) Section 92 (implied provisions for corporations) of the Legislation Act, 2006 does not apply to the Institute.

Objects of the Institute

4. The objects of the Institute are,

(a) to promote and protect the public interest by governing and regulating the practice of individuals and firms as Chartered Accountants in accordance with this Act and the by-laws, including,

(i) establishing, maintaining, developing and enforcing standards of qualification,

(ii) establishing, maintaining, developing and enforcing standards of practice,

(iii) establishing, maintaining, developing and enforcing standards of professional ethics,

(iv) establishing, maintaining, developing and enforcing standards of knowledge, skill and proficiency, and

(v) regulating the practice, competence and professional conduct of individuals and firms as Chartered Accountants;

(b) to promote and increase the knowledge, skill and proficiency of members of the Institute, firms and students;

(d) to meet and maintain the standards that the Institute, as a designated body within the meaning of the Public Accounting Act, 2004, is required to meet and maintain in order to be authorized to license and govern the activities of its members as public accountants under that Act; and

(e) to promote and protect the public interest by licensing members of the Institute as public accountants and regulating those members and professional corporations as public accountants under the Public Accounting Act, 2004, when authorized under that Act to do so, in accordance with that Act, this Act and the by-laws.

Meetings of the Institute

Annual meetings

5. (1) The Institute shall hold an annual meeting of the members of the Institute in accordance with the by-laws.

General meetings

(2) The Institute or the council may at any time call a general meeting of the members of the Institute in accordance with the by-laws.

The Council

Council of the Institute

6. (1) The council of the Institute is continued and shall manage and administer the Institute’s affairs in accordance with this Act and the by-laws.

Composition

(2) The council shall be composed of,

(a) no more than 16 individuals, as fixed by the by-laws, who are members of the Institute and who are elected by members of the Institute in accordance with the by-laws; and

(b) four individuals who are not members of the Institute or of a self-regulating accounting body and who are appointed by the Lieutenant Governor in Council.

Deemed reappointment

(3) An individual whose appointment under clause (2) (b) expires is deemed to have been reappointed until his or her successor takes office.

Vacancy

7. (1) If the seat of an elected member of the council becomes vacant, the council shall fill the vacancy for the remainder of the member’s term in accordance with the by-laws.

Same

(2) For the purposes of subsection (1), an elected member’s seat becomes vacant,

(a) if the member dies or resigns;

(b) if the member is removed from the council in accordance with the by-laws; or

Officers of the Institute

8. (1) The council shall elect from among its members the officers specified by the by-laws to be elected.

Same

(2) The council shall appoint as officers of the Institute,

(a) a President and Chief Executive Officer;

(b) a registrar; and

Acting registrar

(3) The registrar may designate in writing an individual identified by the council for the purpose to exercise the powers and perform the duties of the registrar in his or her absence.

Committees

9. (1) The council shall by by-law establish a complaints committee, a discipline committee, a capacity committee and one or more appeal committees, and may establish additional committees as it considers appropriate.

Terms, conditions of appointment

(2) The council shall appoint the members of any committee established under this Act for the term and on the conditions that the council determines.

Panels

(3) The by-laws may authorize a committee to sit in panels for the purpose of exercising its powers and performing its duties under this Act, and for any other purpose.

Same

(4) A decision of a panel of a committee constitutes the decision of the committee.

Delegation

Council may delegate

10. (1) The council may delegate any of its powers or duties under this Act to one or more committees, the President and Chief Executive Officer of the Institute or the registrar, subject to any restrictions or conditions that the council may specify.

Registrar may delegate

(2) The registrar may delegate any of his or her powers or duties under this Act, other than the power to designate an acting registrar under subsection 8 (3), to one or more employees of the Institute identified by the council for the purpose, subject to any restrictions or conditions that the registrar may specify.

Membership

11. The registrar shall admit as a member of the Institute any individual who meets the requirements and qualifications for membership that are established by the council.

Restrictions, conditions

12. The right of a member of the Institute to practise as a Chartered Accountant is subject to any restrictions or conditions imposed under this Act.

Classes

13. The council may by by-law establish classes of members, including Fellows and Associates.

Designation and initials

Designation

14. A member of the Institute has the right to use the designation “Chartered Accountant”.

Initials

15. (1) A member of the Institute has the right to use the initials “C.A.”, “CA”, “A.C.A.” and “ACA”.

Same

(2) In addition, a Fellow of the Institute has the right to use the initials “F.C.A.” and “FCA”.

Restriction

16. The right of a member to use a designation or initials under section 14 or 15 is subject to any restrictions or conditions specified by the by-laws.

Refusal, restrictions or conditions

Refusal of membership

17. (1) An applicant who is refused membership or candidacy for membership to the Institute may appeal the decision to the appeal committee specified by the by-laws.

Restrictions or conditions

(2) An applicant whose membership in the Institute is granted subject to restrictions or conditions on his or her right to practise as a Chartered Accountant may appeal the decision to the appeal committee specified by the by-laws.

Parties

(3) The parties to an appeal under subsection (1) or (2) are the applicant and the registrar.

Powers

(4) On hearing the appeal, the appeal committee may confirm or vary the decision being appealed, or may substitute its own decision for that of the registrar.

Decision final

(5) The decision of the appeal committee under subsection (4) is final.

Suspension of membership

18. (1) The registrar may suspend the membership of a member of the Institute for failure to meet a requirement set out in the by-laws within the time set out in the by-laws for the requirement, including a failure to,

(a) pay all or part of any fee or other amount that is payable to the Institute;

(b) provide information or produce documents or other materials required under this Act to be provided or produced, including proof of professional liability insurance; or

Same

(2) A suspension imposed under subsection (1) remains in effect until the earlier of,

(a) the member’s compliance with the requirement that is the subject of the suspension; and

(b) the revocation of the member’s membership under subsection (3) or otherwise.

Revocation of membership

(3) If a suspension imposed under subsection (1) remains in effect for the period specified by the by-laws, the registrar shall revoke the member’s membership.

Appeal

(4) An individual whose membership is suspended or revoked under this section may appeal the decision to the appeal committee specified by the by-laws.

Parties

(5) The parties to an appeal under subsection (4) are the individual and the registrar.

Powers

(6) On hearing the appeal, the appeal committee may confirm or vary the decision being appealed, or may substitute its own decision for that of the registrar.

Decision final

(7) The decision of the appeal committee under subsection (6) is final.

Continuing jurisdiction

Former member

19. (1) An individual who resigns as a member of the Institute or whose membership is revoked or otherwise terminated remains subject to the continuing jurisdiction of the Institute in respect of an investigation or disciplinary proceeding arising from his or her conduct while a member, subject to subsection (2).

Limitation

(2) No investigation shall be commenced respecting the conduct of an individual referred to in subsection (1) unless the conduct comes to the attention of the Institute before the sixth anniversary of the day on which the individual ceased to be a member.

Suspended member

(3) A member whose membership is suspended remains subject to the continuing jurisdiction of the Institute for all purposes under this Act.

Honorary members

20. The members who are present at a meeting of the members of the Institute may elect an individual to honorary membership in the Institute in accordance with the by-laws.

Firms

Registration of firms

21. The registrar shall accept any of the following entities for registration as a firm in accordance with the by-laws:

1. A partnership, including a limited liability partnership, or other association of members of the Institute.

2. A professional corporation.

3. Any other entity specified by the by-laws.

Restrictions, conditions

22. (1) The right of a firm to practise as a Chartered Accountant is subject to any restrictions or conditions imposed on it under this Act.

Application

(2) A restriction or condition imposed under this Act on a member of the Institute practising as a Chartered Accountant through a firm applies to the firm in relation to the member’s practice as a Chartered Accountant.

Same

(3) A restriction or condition imposed under this Act on a firm applies to the members of the Institute practising as Chartered Accountants through the firm.

Application of Act and by-laws

23. (1) This Act and the by-laws apply to a member of the Institute even if the member practises as a Chartered Accountant through a firm.

Fiduciary and ethical obligations to clients

(2) The fiduciary and ethical obligations of a member of the Institute to a person on whose behalf the member is practising as a Chartered Accountant,

(a) are not diminished by the fact that the member is practising through a firm; and

(b) in the case of a member practising through a professional corporation, apply equally to the corporation and to its directors, officers, shareholders, agents and employees.

Investigation or inspection

(3) If a member practising as a Chartered Accountant through a professional corporation is the subject of an investigation or inspection under this Act, the corporation is jointly and severally liable with the member for all fines and costs that the member is required to pay in relation to the investigation or inspection, unless otherwise provided by by-law or by an order of the discipline committee or an appeal committee.

Continuing jurisdiction

24. A firm whose registration is suspended remains subject to the continuing jurisdiction of the Institute for all purposes under this Act.

Limited liability partnerships

25. (1) Subject to the by-laws, two or more members of the Institute may form a limited liability partnership or continue a partnership as a limited liability partnership for the purpose of practising as Chartered Accountants.

Same

(2) For the purposes of subsection (1), a member of the Institute includes a professional corporation.

Partnerships Act

(3) For greater certainty, this Act is an Act governing a profession for the purposes of section 44.2 of the Partnerships Act.

Professional corporations

26. (1) Subject to the by-laws, a member of the Institute, or two or more members of the Institute practising as individuals or as a partnership, may establish a professional corporation for the purpose of practising as Chartered Accountants, and the provisions of the Business Corporations Act that apply to professional corporations within the meaning of that Act apply to the corporation.

Notice, change of shareholder

(2) A professional corporation shall notify the registrar of a change in the shareholders of the corporation within the time and in the manner and form specified by the by-laws.

Prohibitions

Prohibition, individuals

27. (1) No individual, other than a member of the Institute, shall, through an entity or otherwise,

(a) take or use the designation “Chartered Accountant” or the initials “C.A.”, “CA”, “A.C.A.”, “ACA”, “F.C.A.” or “FCA”, alone or in combination with other words or abbreviations;

(b) take or use any term, title, initials, designation or description implying that the individual is a Chartered Accountant;

(d) otherwise hold himself or herself out as a Chartered Accountant, regardless of whether he or she provides services as a Chartered Accountant to any individual or entity.

Exceptions

(2) Clauses (1) (a) and (b) do not apply if an individual uses a term, title, initials, designation or description when making reference to authentic professional accounting qualifications obtained by the individual from a jurisdiction other than Ontario in,

(a) a speech or other presentation given at a professional or academic conference or other similar forum;

(b) an application for employment or a private communication respecting the retainer of the individual’s services, if the reference is made to indicate the individual’s educational background and the individual expressly indicates that he or she is not a member of the Institute and is not governed by the Institute; or

(c) a proposal submitted in response to a request for proposals, if the reference is made to demonstrate that the individual meets the requirements for the work to which the request for proposals relates.

Same

(3) For the purposes of clause (2) (b), stating the name of the jurisdiction from which the qualifications were obtained after the term, title, initials, designation or description is not sufficient to expressly indicate that the individual is not a member of the Institute and is not governed by the Institute.

Prohibition, corporations

(4) No corporation, other than a professional corporation, shall,

(b) take or use any term, title, initials, designation or description implying that the corporation is entitled to practise as a Chartered Accountant;

(d) otherwise hold itself out as a Chartered Accountant, regardless of whether it provides services as a Chartered Accountant to any individual or entity.

Exception

Non-residents, etc.

Offence and penalty

28. (1) Every person who contravenes section 27 is guilty of an offence and on conviction is liable to a fine of not more than $10,000.

Application to corporation

Probation orders

(3) On conviction of a person for an offence under this section, the court may prescribe as a condition of a probation order any of the following:

1. That the person pay compensation or make restitution to any person who suffered a loss as a result of the offence.

2. That the person shall not contravene section 27.

Costs

29. (1) In addition to the fine or any other penalty imposed on conviction for an offence under section 28, the court may order that the convicted person pay to the Institute some or all of the costs reasonably incurred by it in prosecuting the offence and in undertaking any investigation related to the subject matter of the prosecution.

Same

(2) Costs payable under subsection (1) are deemed to be a fine for the purpose of enforcing payment.

Limitation

30. No prosecution for a contravention of section 27 shall be commenced more than two years after the time when the subject matter of the prosecution arose.

Order prohibiting contravention

31. (1) On application by the Institute, the Superior Court of Justice may make an order prohibiting a person from contravening section 27, if the court is satisfied that the person is contravening or has contravened that section.

No prosecution or conviction required

(2) An order may be made under subsection (1) whether or not the person has been prosecuted for or convicted of the offence of contravening section 27.

Variation or discharge

(3) Any person may apply to the Superior Court of Justice for an order varying or discharging an order made under subsection (1).

Offences under the Public Accounting Act, 2004

Limitation on prosecutions

32. (1) The Institute shall not commence a prosecution for a contravention of section 13, 14 or 15 of the Public Accounting Act, 2004 with respect to any person who is not a member or former member of the Institute or a firm, except with the consent of The Public Accountants Council for the Province of Ontario.

Costs

(2) If a prosecution by the Institute for a contravention of section 13, 14 or 15 of the Public Accounting Act, 2004 results in a conviction, the reference in section 16 of that Act to the Council shall be read as a reference to the Institute.

Complaints and Discipline

Complaints committee

33. The complaints committee shall review every complaint regarding the conduct of a member of the Institute or a firm and, if the complaint contains information suggesting that the member or firm may be guilty of breaching the rules of professional conduct established by the by-laws, the committee may investigate the matter.

Decision of complaints committee

34. (1) Following the investigation of a complaint by the complaints committee, the committee may,

(a) direct that the matter be referred, in whole or in part, to the discipline committee;

(b) direct that the matter not be referred to the discipline committee;

(c) negotiate a settlement agreement between the complaints committee and the member or firm and refer the agreement to the discipline committee for approval; or

(d) take any remedial action that it considers appropriate in the circumstances and that is not inconsistent with this Act or the by-laws, including providing guidance to or admonishing the member or firm, but not including any action described in subsection 35 (4).

Review of settlement agreement

(2) If the complaints committee refers a settlement agreement to the discipline committee under clause (1) (c), the discipline committee shall review the agreement and,

(a) approve the agreement; or

(b) reject the agreement and refer the matter back to the complaints committee.

Enforcement of settlement agreement

(3) A settlement agreement that is approved by the discipline committee may be filed in the Superior Court of Justice.

Same

(4) A settlement agreement that is filed under subsection (3) is enforceable as if it were an order of the Superior Court of Justice.

Discipline committee

35. (1) The discipline committee shall hear every matter referred to it by the complaints committee under clause 34 (1) (a).

Parties

(2) The parties to a hearing under subsection (1) are the complaints committee and the member who or the firm that is the subject of the complaint.

Professional misconduct

(3) The discipline committee may find a member or firm guilty of professional misconduct if the committee determines that the member or firm is guilty of breaching the rules of professional conduct established by the by-laws.

Powers

(4) If the discipline committee finds a member or firm guilty of professional misconduct, it may by order do one or more of the following:

1. Revoke the member’s membership or the firm’s registration.

2. Suspend the member’s membership or the firm’s registration.

3. Impose restrictions or conditions on the right of the member or firm to practise as a Chartered Accountant.

4. Direct the member or firm to pay a fine and specify the timing and manner of payment.

5. Direct the member or firm to take any specified rehabilitative measure, including requiring the member or any member practising as a Chartered Accountant through the firm to successfully complete specified professional development courses or to seek specified counselling or treatment.

6. Refer the matter back to the complaints committee for further investigation, on such terms and conditions as the discipline committee may specify.

7. Require a practice inspection under section 40, on such terms and conditions as the committee may specify.

8. Make any other order that the committee considers appropriate in the circumstances.

Combining proceedings

(5) If two or more proceedings before the discipline committee involve the same member or firm or the same or similar questions of fact, law or policy, the committee may, without the consent of the parties, combine the proceedings or any part of them or hear the proceedings at the same time.

Preliminary suspension, restrictions

36. (1) The discipline committee may order that the member’s membership or the firm’s registration be suspended, or be subject to any restrictions or conditions that the committee may specify, pending the outcome of a hearing or settlement agreement respecting the matter, if there are reasonable grounds to believe that,

(a) there is a significant risk of harm to members of the public or to the public interest; and

(b) making the order would likely reduce the risk.

Same

(2) An order may be made under subsection (1),

(a) at any time after a matter is referred to the discipline committee under clause 34 (1) (a) and before the committee makes a final order under section 35; or

(b) earlier on application by the complaints committee.

Parties

(3) The parties to an application under clause (2) (b) are the complaints committee and the member who or the firm that is the subject of the complaint.

Matter must be referred

(4) If an order under subsection (1) is made before the complaints committee makes a decision under subsection 34 (1) respecting the matter, the complaints committee shall, following its investigation,

(a) refer the matter, in whole or in part, to the discipline committee under clause 34 (1) (a); or

(b) negotiate a settlement agreement with the member or firm and refer the agreement to the discipline committee under clause 34 (1) (c).

Appeal committee

37. (1) A party to a proceeding before the discipline committee may appeal a final decision or order of the committee under section 35 or an order under section 36 to the appeal committee specified by the by-laws by filing a notice of appeal within the time and in the manner set out in the by-laws.

Effect of appeal

(2) An appeal under subsection (1) does not operate as a stay in the matter unless the appeal committee, on motion by a party, orders otherwise.

Same

(3) In making an order under subsection (2), the appeal committee may impose any restrictions or conditions on the right of the member or firm to practise as a Chartered Accountant that it considers appropriate, pending the outcome of the appeal.

Jurisdiction, powers

(4) The appeal committee may determine any question of law or mixed fact and law that arises in an appeal under subsection (1) and may,

(a) make any decision or order that could have been made by the discipline committee;

(b) order a new hearing before the discipline committee; or

Decision, order final

(5) A decision or order of the appeal committee under subsection (4) is final.

Costs

38. (1) The discipline committee may award the costs of a proceeding before it under section 35 or 36 against the member who or firm that is the subject of the proceeding, in accordance with its procedural rules.

Same

(2) An appeal committee may award the costs of a proceeding before it under section 37 against the member who or firm that is the subject of the proceeding, in accordance with its procedural rules.

Inclusion of Institute’s costs

(3) The costs ordered under subsection (1) or (2) may include costs incurred by the Institute arising from the investigation, including any further investigation ordered under subsection 35 (4), prosecution, hearing and, if applicable, appeal of the matter that is the subject of the proceeding.

The Chartered Accountants Act, 1956

(4) An order for costs made under The Chartered Accountants Act, 1956 is deemed to have been validly made if the order was made,

(a) on or after December 6, 2000;

(b) by a committee established by by-laws made under clause 8 (1) (g) or (h) of that Act; and

Same

(5) The references in subsection (4) to The Chartered Accountants Act, 1956 are to that Act as it read immediately before its repeal.

Application

(6) This section applies despite section 17.1 of the Statutory Powers Procedure Act.

Application to former members

39. Subject to subsection 19 (2), sections 33 to 38 apply with necessary modifications in respect of an individual who resigns as a member of the Institute or whose membership is revoked or otherwise terminated.

Practice Inspections

Practice inspections

40. The Institute may conduct inspections respecting the practices of members of the Institute and firms in accordance with the by-laws.

Costs

41. The costs to the Institute of an inspection respecting the practice of a member or firm shall be borne by the member or firm in accordance with the by-laws.

Capacity

Interpretation – “incapacitated”

42. A member of the Institute is incapacitated for the purposes of sections 43 to 45 if, by reason of physical or mental illness, condition or disorder, other infirmity or addiction to or excessive use of alcohol or drugs, he or she is incapable of meeting his or her obligations under this Act.

Investigation

43. If the Institute receives information suggesting that a member is incapacitated, the registrar may investigate the matter.

Application

44. (1) Following an investigation under section 43, the registrar may apply to the capacity committee for a determination of whether the member is incapacitated.

Parties

(2) The parties to an application under subsection (1) are the registrar and the member.

Medical or psychological examination

Examining physician, psychologist

(4) The examining physician or psychologist shall be specified by the capacity committee after giving the parties an opportunity to make recommendations.

Failure to comply

(5) If the member fails to comply with an order under subsection (3), the capacity committee may make an order suspending his or her membership until he or she complies.

Assessment

(6) Following the examination of a member, the physician or psychologist shall provide to the capacity committee,

(a) an assessment of whether the member is incapacitated;

(b) an assessment of the extent of any incapacity; and

Admissibility

(7) Information provided by a member to a physician or psychologist during a medical or psychological examination is not admissible in evidence except,

(a) in the application, including any appeal, and in any proceeding in court arising from or relating to the application; and

(b) in an application under section 52 for a custodianship order, including any appeal, and in any proceeding in court arising from or relating to the application.

Powers

(8) If the capacity committee determines that the member is incapacitated, the committee may by order,

(a) suspend the member’s membership;

(b) impose restrictions or conditions on the member’s right to practise as a Chartered Accountant; or

(c) make any other order, other than revoking the member’s membership, that the committee considers necessary to protect the public interest.

Appeal

45. (1) A party to the application may appeal a decision or order under section 44, or a refusal to make an order under that section, to the appeal committee specified by the by-laws by filing a notice of appeal within the time and in the manner set out in the by-laws.

Jurisdiction, powers

(2) The appeal committee may determine any question of law or mixed fact and law that arises in an appeal under subsection (1) and may,

(a) make any decision or order that could have been made by the capacity committee;

(b) refer the matter back to the capacity committee; or

Decision, order final

(3) A decision or order of the appeal committee under subsection (2) is final.

Investigation and Inspection Powers

Investigators

46. (1) The complaints committee may appoint investigators for the purposes of section 33.

Same

(2) The registrar may appoint investigators for the purposes of section 43.

Inspectors

47. The Institute may appoint inspectors for the purposes of section 40.

Proof of appointment

48. Every investigator or inspector who exercises powers under this Act shall, on request, produce written proof of his or her appointment under section 46 or 47, as the case may be.

Powers

49. (1) In conducting an investigation under this Act, an investigator may,

(c) require the production of and examine any document or thing that the investigator believes is relevant to the investigation, including a client file;

(e) use any data storage, processing or retrieval device or system used in carrying on business on the premises in order to produce a document in readable form.

Same

(2) In conducting an inspection under this Act, an inspector may exercise any of the powers set out in subsection (1), with necessary modifications.

No obstruction

50. (1) No person shall obstruct an investigator or inspector executing his or her duties or withhold from him or her or conceal, alter or destroy any document or thing relevant to the investigation or inspection.

Offence and penalty

(2) Every person who contravenes subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $25,000.

Application to corporation

Custodianship

Application

51. (1) Sections 52 to 54 apply to property, wherever it may be located, that is or should be in the possession or control of a member of the Institute in connection with,

(a) the business operations relating to the member’s practice;

(b) the business or affairs of a client or former client of the member;

(d) a trust of which the member is or was a trustee;

(e) a power of attorney under which the member is or was the attorney; or

(f) a guardianship under which the member is or was the guardian.

Same

(2) An order under subsection 52 (1) applies to property that is or should be in the possession or control of the member before or after the order is made.

Interpretation

(3) For the purposes of sections 52 to 54, property includes client files and other documents.

Custodianship order

52. (1) On application by the Institute, the Superior Court of Justice may order that all or part of the property that is or should be in the possession or control of a member of the Institute be given into the custody of a custodian appointed by the court.

Application without notice

(2) An application for an order under subsection (1) may be made without notice.

Grounds for order

(3) An order may be made under subsection (1) only if,

(a) the member’s membership has been suspended or revoked;

(b) the member has died or disappeared;

(d) the member has neglected or abandoned his or her practice without making adequate provision for the protection of his or her clients’ interests;

(e) the member has failed to conduct his or her practice in accordance with any restriction or condition to which he or she is subject under this Act;

(f) there are reasonable grounds for believing that the member has or may have dealt improperly with property that is or should be in the possession or control of the member or any other property; or

(g) there are reasonable grounds for believing that other circumstances exist in respect of the member or his or her practice that make an order under subsection (1) necessary for the protection of the public.

Purpose of order

(4) An order may be made under subsection (1) only for one or more of the following purposes, as specified in the order:

1. Preserving the property.

2. Distributing the property.

3. Preserving or carrying on the member’s practice.

4. Winding up the member’s practice.

Custodian

(5) The court may appoint as custodian,

(a) the Institute; or

(b) a member in good standing of the Institute.

Use of agent

(6) If the Institute is appointed as custodian, it may appoint an agent to act on its behalf.

Powers of court

(7) An order under subsection (1) may,

(a) authorize the custodian to employ or engage any professional or other assistance that is required to carry out the custodian’s duties;

(b) authorize the custodian or the sheriff or any police officer or other person acting on the direction of the custodian or the sheriff to,

(ii) search the building, dwelling, premises, vehicle or place,

(iii) open, by force if necessary, any safety deposit box or other receptacle,

(iv) require any person to provide access to any property that is or should be in the possession or control of the member, and

(v) seize, remove and deliver to the custodian any property that is or should be in the possession or control of the member;

(d) give directions to the custodian regarding the manner in which the custodian should carry out the purposes of the order;

(e) require the member to account to the Institute and to any other person named in the order for any property that the court may specify;

(f) provide for the discharge of the custodian on completion of the custodian’s duties under the order and any subsequent orders relating to the same matter; and

(g) give any other directions that the court considers necessary in the circumstances.

Compensation

53. In an order under subsection 52 (1) or on a subsequent application, the court may make such order as it considers appropriate for the compensation of the custodian and the reimbursement of the custodian’s expenses by the member, whether out of the property held by the custodian or otherwise as the court may specify.

Variation or discharge

54. The Institute, the member or the custodian may apply to the Superior Court of Justice to vary or discharge an order made under subsection 52 (1).

Application to former members

55. (1) Sections 51 to 54 apply with necessary modifications in respect of an individual who resigns as a member of the Institute or whose membership is revoked or otherwise terminated.

Same, property

(2) Sections 51 to 54 apply to property that is or should be in the possession or control of an individual referred to in subsection (1), before or after he or she ceases to be a member.

Miscellaneous

56. The registrar shall establish and maintain a register of the members of the Institute, firms and students.

Registrar’s certificate as evidence

57. Any statement containing information from the register purporting to be certified by the registrar is admissible in evidence as proof, in the absence of evidence to the contrary, of the information in the statement, without proof of the registrar’s appointment or signature.

Duty of confidentiality

58. (1) Every person engaged in the administration of this Act and the by-laws shall preserve secrecy respecting information or material that comes to his or her knowledge or possession in the course of his or her duties under this Act or the Public Accounting Act, 2004, and shall not disclose any such information or material to any person except,

(a) to his or her counsel;

(b) with the consent of the person to whom the information or material relates;

(d) as may be required in connection with the administration of this Act and the by-laws or with any proceeding under this Act; or

(e) as may otherwise be required by law.

Offence and penalty

(2) Every person who contravenes subsection (1) is guilty of an offence and on conviction is liable to a fine of not more than $25,000.

Application to corporation

Costs

(4) In addition to the fine, on conviction for an offence under this section, a court may order that the convicted person pay to the Institute some or all of the costs reasonably incurred by it in prosecuting the offence and in undertaking any investigation related to the subject matter of the prosecution.

Same

(5) Costs payable under subsection (4) are deemed to be a fine for the purpose of enforcing payment.

Limitation

(6) No prosecution for a contravention of subsection (1) shall be commenced more than two years after the time when the subject matter of the prosecution arose.

Disclosure to public authority

59. (1) The Institute may apply to the Superior Court of Justice for an order authorizing the disclosure to a public authority of any information that a person to whom subsection 58 (1) applies would otherwise be prohibited from disclosing under that subsection.

Restrictions

(2) The court shall not make an order under this section if the information sought to be disclosed came to the knowledge of the Institute as a result of,

(b) the making of an oral or written statement disclosing matters that the court determines to be subject to solicitor-client privilege; or

Documents and other things

(3) An order under this section that authorizes the disclosure of information may also authorize the delivery of documents or other things that are in the Institute’s possession and that relate to the information.

Persons not compellable

60. No person to whom subsection 58 (1) applies shall be compelled to give testimony in any civil proceeding, other than a proceeding under this Act or a judicial review relating to a proceeding under this Act, with regard to information obtained in the course of his or her duties.

Documents not admissible

61. No record of a proceeding under this Act and no document or thing prepared for or statement given at such a proceeding and no decision or order made in such a proceeding is admissible in any civil proceeding, other than a proceeding under this Act or a judicial review relating to a proceeding under this Act.

Protection from liability

62. No action or other proceeding may be instituted against the Institute, the council or any committee, any member or former member of the Institute, of the council or of a committee, or any officer, employee or agent of the Institute or of the council for any act done in good faith in the exercise or performance or the intended exercise or performance of any power or duty of the Institute under this Act or the Public Accounting Act, 2004 or for any alleged neglect or default in the exercise or performance in good faith of such power or duty.

By-laws

63. (1) The council may make by-laws necessary or desirable to conduct the business and carry out the objects of the Institute.

Same

(2) Without limiting the generality of subsection (1), the council may make by-laws with respect to the following matters:

1. Governing members of the Institute as Chartered Accountants, including establishing standards of practice, governing the imposition of restrictions and conditions on a member’s right to practise as a Chartered Accountant, establishing classes of members and governing the granting, renewal, suspension and revocation of memberships.

2. Governing the calling and holding of meetings of the members of the Institute, including specifying and limiting the matters that may be considered at an annual meeting.

3. Governing the nomination and election of members of the Institute to the council, including fixing the number of elected members, setting out the qualifications that a member must meet in order to be elected to and serve on the council and setting out terms of office.

4. Governing the election and appointment of officers of the Institute and setting out their powers and duties.

5. Establishing the committees required by this Act and any additional committees, governing the names, composition, powers, duties and quorums of the committees, governing the appointment of individuals to the committees, and authorizing and governing the formation of panels of committees.

6. Delegating any of the council’s powers or duties under this Act to one or more committees, to the President and Chief Executive Officer of the Institute or to the registrar, and specifying restrictions or conditions on the delegation.

7. Governing the registration of members of the Institute as sole proprietorships, including requiring the registration of sole proprietorships, specifying the requirements and qualifications for registration, governing applications for registration and governing the renewal, suspension and revocation of registrations.

9. Governing firms as Chartered Accountants, including establishing standards of practice, governing the imposition of restrictions and conditions on a firm’s practice, governing the names of firms and governing firms that are limited liability partnerships.

10. Governing the establishment of professional corporations in accordance with section 26 and respecting the notification of a change in the shareholders of those corporations.

11. Respecting any person, partnership or other entity that, in addition to practising as a Chartered Accountant, also practises another profession or provides other services, including requiring that the persons, partnerships and other entities be registered to engage in such activities, governing the registrations and their renewal, suspension and revocation and governing the restrictions and conditions that may be imposed on the registered persons, partnerships and other entities.

12. Respecting the election and rights and duties of honorary members.

13. Governing the resignation of members of the Institute.

14. Governing the reinstatement or readmission of individuals who have resigned or whose membership is suspended or revoked.

15. Governing the conduct of members of the Institute and firms as Chartered Accountants, including,

i. providing for rules of professional conduct, and

ii. governing complaints and discipline, including specifying requirements for the making of complaints.

16. Governing investigations and practice inspections under this Act, including respecting the payment of the costs of an inspection.

17. Governing continuing education and professional development, including providing for the development or approval of continuing education and professional development programs for members of the Institute and requiring members to successfully complete or participate in such programs, and governing the provision of professional development and related services to members and to non-members.

18. Governing individuals as students, including,

i. requiring the registration of individuals as students and governing applications for registration,

ii. respecting the rights and duties of students, and

iii. providing that any provision of this Act or the by-laws apply to students with necessary modifications or subject to such modifications as may be specified by the by-laws.

19. Respecting the minimum requirements for professional liability insurance that must be carried by members of the Institute and by firms.

20. Establishing and governing the payment of fees and other amounts that must be paid to the Institute and exempting any class of individual or entity from all or part of any fee or amount.

21. Respecting matters of procedure for any meeting, process or proceeding under this Act, including providing for the adoption of procedural rules for proceedings before committees under this Act.

22. Providing for the training and recognition of specialists.

23. Providing for the affiliation of the Institute with a university, college, school, corporation or other entity with similar or related objects.

24. Providing for the receipt, management and investment of contributions, donations and bequests from members of the Institute and others for benevolent and charitable purposes.

25. Governing the retention and destruction of information and documents in the possession of the Institute or any officer of the Institute, the council or any committee.

26. Respecting any matter that this Act refers to as a matter that the by-laws may specify, set out, determine or otherwise deal with.

27. Addressing any transitional issues that arise from the repeal of The Chartered Accountants Act, 1956.

Same, public accounting

(3) Without limiting the generality of subsection (1), the council may make by-laws with respect to the following matters:

1. Governing matters relating to meeting and maintaining the standards that the Institute, as a designated body within the meaning of the Public Accounting Act, 2004, is required to meet and maintain in order to be authorized to license and govern the activities of its members as public accountants under that Act.

2. Governing matters relating to the licensing and governance of members of the Institute as public accountants, as permitted by the Public Accounting Act, 2004.

3. Governing matters relating to the practice, through a professional corporation, of public accounting by members of the Institute who are licensed under the Public Accounting Act, 2004 as public accountants, as permitted by that Act.

4. Providing that any provision of this Act or the by-laws apply, with necessary modifications or subject to such modifications as may be specified by the by-laws, with respect to,

i. members of the Institute who are licensed by the Institute under the Public Accounting Act, 2004 as public accountants, or

ii. professional corporations, established by one or more members of the Institute who are licensed by the Institute under the Public Accounting Act, 2004 as public accountants, that hold a valid certificate of authorization under that Act to practise as public accountants.

Limitation

(4) Despite section 64, a by-law made under paragraph 2, 3 or 4 of subsection (3) is of no effect unless the Institute is authorized under the Public Accounting Act, 2004 to license and govern the activities of its members as public accountants.

General or particular

(5) A by-law made under this section may be general or particular in its application.

When by-law effective

64. (1) A by-law made by the council is effective on and after the day it is made.

Approval of by-law by members

(2) Despite subsection (1), a by-law made by the council does not continue to have effect unless it is approved by the members of the Institute at the earlier of the first annual meeting of the Institute following the making of the by-law and any general meeting at which the by-law is considered.

Effect of rejection

(3) A by-law that is not approved by the members of the Institute in accordance with subsection (2) ceases to have effect on the day on which the approval is withheld.

Same, validity

(4) The rejection of a by-law by the members of the Institute does not affect the validity of any action taken under the by-law while it was in effect.

Transition

65. Every by-law made by the council under The Chartered Accountants Act, 1956 that is in force immediately before the day on which this section comes into force is deemed on that day to be a by-law of the Institute under this Act and shall remain in force, to the extent that it does not conflict with this Act, until it is amended or revoked by by-law under this Act.

Repeal and Consequential Amendment

Repeal

66. The Chartered Accountants Act, 1956, being chapter 7, is repealed.

Business Corporations Act

67. Paragraph 2 of clause 3.1 (2) (b) of the Business Corporations Act is repealed and the following substituted:

2. Chartered Accountants Act, 2010.

Commencement and Short Title

Commencement

68. The Act set out in this Schedule comes into force on the day the Accounting Professions Act, 2010 receives Royal Assent.

Short title

69. The short title of the Act set out in this Schedule is the Chartered Accountants Act, 2010.

Français

Accounting Professions Act, 2010, S.O. 2010, c. 6 - Bill 158

Tags

Share