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Métis Nation of Ontario Secretariat Act, 2015

S.o. 2015, chapter 39

Consolidation Period: From November 14, 2017 to the e-Laws currency date.

Last amendment: 2017, c. 20, Sched. 7, s. 80.

Legislative History: 2015, c. 39, s. 17-29; 2017, c. 20, Sched. 7, s. 80.

Preamble

Métis Nation of Ontario Secretariat is a corporation without share capital incorporated under the Corporations Act. It is the corporate and administrative arm of the Métis Nation of Ontario, which was created to represent and advocate on behalf of its registered citizens, and the Métis communities comprised of those citizens, with respect to their collective rights, interests and aspirations, as well as to provide social, economic and cultural supports to Métis individuals, families and communities through a province-wide service delivery system.

The Métis Nation of Ontario maintains a centralized registry of its citizens. The members of Métis Nation of Ontario Secretariat are citizens of the Métis Nation of Ontario, with defined rights and responsibilities, as set out in the Secretariat’s constituting documents and by-laws.

The citizens of the Métis Nation of Ontario identify as descendants of the Métis people that emerged in west central North America with their own language (Michif), culture, traditions and way of life. These Métis people collectively refer to themselves as the Métis Nation, which includes Métis communities within Ontario.

Through Métis Nation of Ontario Secretariat, the Métis Nation of Ontario has established various democratically elected governance structures at the local, regional and provincial levels to represent its citizens. The Government of Ontario recognizes that the Secretariat’s status as a governance structure that represents its citizens at the local, regional and provincial levels creates operational realities that are distinct from other Ontario not-for-profit corporations.

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

Definitions

Definitions

1 In this Act,

“by-laws” means the by-laws of the Secretariat; (“règlements administratifs”)

“citizen” means a member of the Secretariat; (“citoyen”)

“councillor” means, except as otherwise provided in section 9, a director of the Secretariat; (“conseiller”)

“Métis Community Council” means a corporation without share capital that,

(a) has the Secretariat as its sole member,

(b) contains “Métis Community Council” or “Conseil communautaire métis” within its corporate name, and

(c) is prescribed by regulations made under subsection 16 (2); (“conseil communautaire métis”)

“Provisional Council” means the Provisional Council of the Métis Nation of Ontario, being the board of directors of the Secretariat; (“conseil provisoire”)

“Secretariat” means the corporation without share capital incorporated on February 25, 1994 by letters patent under the Corporations Act under the name Métis Nation of Ontario Secretariat. (“Secrétariat”)

Secretariat

Corporations Act

2 (1) The Corporations Act applies to the Secretariat, except as otherwise provided under this Act.

Corporate name

(2) The Secretariat’s name is changed to “Métis Nation of Ontario Secretariat” in English and “Secrétariat de la nation métisse de l’Ontario” in French, and the change is deemed to have been effected by supplementary letters patent under the Corporations Act.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 2 of this Act is repealed and the following substituted: (See: 2015, c. 39, s. 17)

Not-for-Profit Corporations Act, 2010

2. The Not-for-Profit Corporations Act, 2010 applies to the Secretariat, except as otherwise provided under this Act. 2015, c. 39, s. 17.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 17 - not in force

Notice to Minister

3 The Secretariat shall notify the Minister responsible for the administration of this Act when an application to file letters patent or supplementary letters patent is made under the Corporations Act in relation to,

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 3 of this Act is amended by striking out the portion before clause (a) and substituting the following: (See: 2015, c. 39, s. 18)

Notice to Minister

3. The Secretariat shall notify the Minister responsible for the administration of this Act when an application to file articles is made under the Not-for-Profit Corporations Act, 2010 in relation to,

(a) the Secretariat;

(b) a Métis Community Council; or

(c) a body that, if incorporated, proposes, with the Secretariat’s written consent, to include within its corporate name the expression “Métis Community Council” or “Conseil communautaire métis”.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 18 - not in force

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, this Act is amended by adding the following section: (See: 2015, c. 39, s. 19)

Councillors must be citizens

3.1 Despite subsection 23 (2) of the Not-for-Profit Corporations Act, 2010, no person shall be a councillor unless he or she is a citizen. 2015, c. 39, s. 19.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 19 - not in force

Election of councillors

4 (1) Councillors shall be elected by citizens every four years, and the elections shall be by province-wide ballot.

Same

(2) For the purposes of subsection (1), the requirement in subsection 287 (1) of the Corporations Act that the election take place in a general meeting does not apply.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 4 (2) of this Act is repealed and the following substituted: (See: 2015, c. 39, s. 20)

Same

(2) For the purposes of subsection (1), the requirement in subsection 24 (1) of the Not-for-Profit Corporations Act, 2010 that the election take place in an annual meeting does not apply. 2015, c. 39, s. 20.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 20 - not in force

Removal of councillors

5 (1) The citizens may, by ordinary resolution at a special meeting, remove from office any councillor, except a person who is a councillor by virtue of his or her office.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 5 (1) of this Act is repealed. (See: 2015, c. 39, s. 21)

Councillor elected by group of citizens

(2) A councillor elected by a group of citizens that has an exclusive right to elect the councillor may only be removed by an ordinary resolution of the members of that group.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 5 (2) of this Act is repealed. (See: 2015, c. 39, s. 21)

Ordinary resolution

(3) For the purposes of subsections (1) and (2), an ordinary resolution is a resolution that,

(a) is submitted to and passed at a meeting of the citizens, with or without amendment, by at least a majority of the votes cast; or

(b) is consented to by each citizen entitled to vote at a meeting of the citizens, or by the citizen’s attorney.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 5 (3) of this Act is repealed. (See: 2015, c. 39, s. 21)

Quorum to remove councillor

(4) The quorum for a special meeting to remove a councillor is a majority of the citizens entitled to vote to remove the councillor.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 21 - not in force

Youth representatives

6 (1) A person who, while under the age of 18, is elected by the citizens in accordance with the by-laws to represent, on the Provisional Council, the interests of young people for a specified term is not a councillor, does not hold any of the rights, powers, duties or liabilities of a councillor, and is not entitled to exercise a binding vote on any matter before the Provisional Council or any of its committees.

Application

(2) Subsection (1) applies for the duration of the person’s term, even if he or she reaches the age of 18 during the term.

Requisition for meeting

7 (1) The application of subsection 295 (1) of the Corporations Act to the Secretariat is modified as follows:

1. A requisition that the councillors hold a meeting requires that the citizens who hold at least 20 per cent of votes that may be cast at the meeting sought to be held make the request.

2. In addition to the requirement that the purpose of the meeting not be inconsistent with that Act, the purpose must not be inconsistent with this Act.

Failure to call meeting

(2) If the councillors do not call a meeting within 21 days after receiving a requisition that meets the requirements of subsection 295 (2) of the Corporations Act, any citizen who signed the requisition may call the meeting, and subsection 295 (4) of that Act does not apply.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 7 of this Act is repealed and the following substituted: (See: 2015, c. 39, s. 22)

Requisition for meeting

7. Despite subsection 60 (1) of the Not-for-Profit Corporations Act, 2010, a requisition that the councillors hold a meeting requires that the citizens who hold at least 20 per cent of votes that may be cast at the meeting sought to be held make the request. 2015, c. 39, s. 22.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 22 - not in force

List of citizens

8 (1) Section 306 of the Corporations Act does not apply to the Secretariat.

Same

(2) The application of subsection 307 (1) of the Corporations Act to the Secretariat is modified as follows:

1. Only a citizen or his or her attorney or legal representative may require the Secretariat to provide the information described in that subsection.

2. A statutory declaration shall be used instead of the affidavit, and shall contain,

i. the applicant’s name and address, and

ii. a statement that the information described in that subsection will not be used except as permitted under section 307 of that Act.

Unconnected purposes

(3) For the purposes of clause 307 (4) (b) of the Corporations Act, purposes not connected with the Secretariat include,

(a) forming a body with objects similar to those of the Secretariat or establishing a registry of Aboriginal persons;

(b) challenging the eligibility of any person to be a citizen; and

(c) soliciting citizens on behalf of another body.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 8 of this Act is repealed and the following substituted: (See: 2015, c. 39, s. 22)

List of citizens

8. For the purposes of clause 96 (5) (c) of the Not-for-Profit Corporations Act, 2010, matters that do not relate to the affairs of the Secretariat include,

(a) forming a body with objects similar to those of the Secretariat or establishing a registry of Aboriginal persons;

(b) challenging the eligibility of any person to be a citizen; and

(c) soliciting citizens on behalf of another body. 2015, c. 39, s. 22.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 22 - not in force

Copies of annual financial statements, etc.

8.1 Subsection 84 (2) of the Not-for-Profit Corporations Act, 2010 applies to the Secretariat, except that the copies of the documents shall be provided not less than five days, excluding Saturdays and holidays, before the annual meeting or signing of a resolution. 2015, c. 39, s. 22.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 22 - not in force

Notice to citizens, councillors

8.2 The by-laws may provide that a notice or other document may or shall be given by the Secretariat to a citizen or councillor in a manner other than a manner specified in subsection 196 (1) of the Not-for-Profit Corporations Act, 2010. 2015, c. 39, s. 22.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 22 - not in force

Métis Community Councils

Definition

9 For the purposes of sections 10 to 14,

“councillor” means a director of a Métis Community Council.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 9 of this Act is amended by striking out “14” and substituting “14.1”. (See: 2015, c. 39, s. 23)

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 23 - not in force

Corporations Act

10 The Corporations Act applies to Métis Community Councils, except as otherwise provided under this Act.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 10 of this Act is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”. (See: 2015, c. 39, s. 24)

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 24 - not in force

Secretariat as sole member

11 (1) Despite subsection 4 (1) and section 121 of the Corporations Act, upon incorporation of a corporation without share capital that, with the Secretariat’s written consent, includes within its corporate name the expression “Métis Community Council” or “Conseil communautaire métis”, the Secretariat becomes the sole member of the corporation.

Corporation with fewer than three members

(2) Section 311 of the Corporations Act does not apply to Métis Community Councils.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 11 of this Act is repealed. (See: 2015, c. 39, s. 25)

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 25 - not in force

Councillors must be citizens

12 Subsections 286 (1) and (2) of the Corporations Act do not apply to Métis Community Councils, but no person shall be a councillor unless he or she is a citizen.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, section 12 of this Act is repealed and the following substituted: (See: 2015, c. 39, s. 26)

Councillors must be citizens

12. No person shall be a councillor unless he or she is a citizen. 2015, c. 39, s. 26.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 26 - not in force

Written declarations restricting councillors

13 (1) The Secretariat may, in its capacity as the sole member of a Métis Community Council, make a written declaration that restricts, in whole or in part, the powers of the councillors of the Métis Community Council to manage or supervise the management of its activities and affairs.

Effect of written declaration

(2) If the Secretariat makes a written declaration under subsection (1) in relation to a Métis Community Council,

(a) the Secretariat has all the rights, powers, duties and liabilities of a councillor under the Corporations Act, this Act or otherwise, including any defences available to the councillors, to the extent that the declaration restricts the powers of the councillors to manage or supervise the management of the Métis Community Council’s activities and affairs and gives the Secretariat such powers; and

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, clause 13 (2) (a) of this Act is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”. (See: 2015, c. 39, s. 27 (1))

(b) the councillors of the Métis Community Council are relieved of their duties and liabilities, including any liabilities under section 81 of the Corporations Act, to the same extent.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, clause 13 (2) (b) of this Act is amended striking out “section 81 of the Corporations Act” and substituting “section 40 of the Not-for-Profit Corporations Act, 2010”. (See: 2015, c. 39, s. 27 (1))

Limitations on Secretariat’s discretion

(3) Nothing in this section prevents the Secretariat from fettering its discretion when exercising the powers of councillors under a written declaration.

Termination

(4) If a written declaration does not provide for its termination, the Secretariat may terminate it by a resolution.

Winding up by court

(5) A Métis Community Council may, in addition to the circumstances set out in section 243 of the Corporations Act, be wound up by order of a court, if the court is satisfied that a written declaration made in relation to that Métis Community Council entitled the Secretariat to demand the dissolution of the Métis Community Council after the occurrence of a specified event and that event has occurred.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 13 (5) of this Act is amended by striking out “section 243 of the Corporations Act” and substituting “clause 136 (b) of the Not-for-Profit Corporations Act, 2010”. (See: 2015, c. 39, s. 27 (2))

When reference to written declaration included

(6) A reference in the following provisions of the Corporations Act to a corporation’s letters patent is, when applied to a Métis Community Council, deemed to include a reference to any written declaration made under subsection (1) in relation to that Métis Community Council:

1. Clause 97 (1) (d).

2. Subsection 126 (2).

3. Subsection 129 (1).

4. Subsection 289 (3).

5. Paragraph 1 of section 300.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 13 (6) of this Act is repealed and the following substituted: (See: 2015, c. 39, s. 27 (3))

When reference to written declaration included

(6) A reference in the following provisions of the Not-for-Profit Corporations Act, 2010 to a corporation’s articles is, when applied to a Métis Community Council, deemed to include a reference to any written declaration made under subsection (1) in relation to that Métis Community Council:

1. Subsection 8 (6).

2. Subsection 16 (3).

3. Subsection 17 (1).

4. Clause 19 (1) (a).

5. Subsection 42 (1).

6. Clause 43 (2) (b).

7. Subsection 47 (1).

8. Clause 84 (1) (c).

9. Sections 85 and 86.

10. Clause 92 (1) (a).

11. Subsection 95 (2), except that the reference in that subsection to amendments to the articles does not apply with respect to a written declaration.

12. Section 191.

13. Subsection 199 (1). 2015, c. 39, s. 27 (3).

When subject to written declaration

(7) The following provisions of the Corporations Act, as they apply to a Métis Community Council, are subject to any written declaration made under subsection (1) in relation to that Métis Community Council:

1. Subsection 59 (1).

Note: On January 13, 2018, paragraph 1 of subsection 13 (7) of the Act is repealed. (See: 2017, c. 20, Sched. 7, s. 80)

2. Section 69.

3. Subsection 130 (1).

4. Subsection 283 (1).

5. Subsection 289 (4).

6. Section 290.

7. Subsection 291 (1).

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 13 (7) of this Act is repealed and the following substituted: (See: 2015, c. 39, s. 27 (3))

When subject to written declaration

(7) Section 21 and subsection 43 (3) of the Not-for-Profit Corporations Act, 2010, as they apply to a Métis Community Council, are subject to any written declaration made under subsection (1) in relation to that Métis Community Council. 2015, c. 39, s. 27 (3).

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 27 (1-3) - not in force

2017, c. 20, Sched. 7, s. 80 - 13/01/2018

Youth representatives

14 (1) A person who, while under the age of 18, is appointed by the Secretariat, in its capacity as the sole member of a Métis Community Council, in accordance with the by-laws of the Métis Community Council to represent, on the Métis Community Council’s board, the interests of young people for a specified term is not a councillor, does not hold any of the rights, powers, duties or liabilities of a councillor, and is not entitled to exercise a binding vote on any matter before the board or any of its committees.

Application

(2) Subsection (1) applies for the duration of the person’s term, even if he or she reaches the age of 18 during the term.

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, this Act is amended by adding the following section: (See: 2015, c. 39, s. 28)

Notice to councillors

14.1 The by-laws of a Métis Community Council may provide that a notice or other document may or shall be given by it to a councillor in a manner other than a manner specified in subsection 196 (1) of the Not-for-Profit Corporations Act, 2010. 2015, c. 39, s. 28.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 28 - not in force

Prohibition

Prohibition respecting corporate names

15 (1) Use by a corporation of any of the following expressions, either within its corporate name or any other name by which the corporation is known, is prohibited without the Secretariat’s written consent:

1. Métis Nation of Ontario.

2. Métis Community Council.

3. Nation métisse de l’Ontario.

4. Conseil communautaire métis.

Transition

(2) This section applies only to corporations incorporated on or after the day on which this section comes into force.

Regulations

Regulations

By Lieutenant Governor in Council

16 (1) The Lieutenant Governor in Council, on the joint recommendation of the Minister responsible for the administration of this Act and the Minister responsible for the administration of the Corporations Act, may make regulations,

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, subsection 16 (1) of this Act is amended by striking out “Corporations Act” in the portion before clause (a) and substituting “Not-for-Profit Corporations Act, 2010”. (See: 2015, c. 39, s. 29)

(a) providing for further exemptions from or alterations to the application of the Corporations Act or the regulations made under it to the Secretariat or to Métis Community Councils;

Note: On the day subsection 4 (1) of the Not-for-Profit Corporations Act, 2010 comes into force, clause 16 (1) (a) of this Act is amended by striking out “Corporations Act” and substituting “Not-for-Profit Corporations Act, 2010”. (See: 2015, c. 39, s. 29))

(b) respecting any matter that the Lieutenant Governor in Council considers necessary or advisable for the purposes of this Act.

By Minister

(2) The Minister responsible for the administration of this Act may make regulations prescribing corporations without share capital for the purposes of clause (c) of the definition of “Métis Community Council” in section 1.

Section Amendments with date in force (d/m/y)

2015, c. 39, s. 29 - not in force

17-29 Omitted (provides for amendments to this Act).

30 Omitted (provides for coming into force of provisions of this Act).

31 Omitted (enacts short title of this Act).

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