WINTER 2006 NOT-FOR-PROFIT LAW UPDATE The following articles are summaries of presentations made at a recent seminar held by the Not-for-Profit group at Borden Ladner Gervais Toronto Office. IN THIS ISSUE I. Non-Profit Organizations: How To Maintain Tax-Exempt Status Bethany Anderson II. Important Recent Changes in the Tax Law Applicable to Registered Charities Brian Cohen III. Regional Tensions, Corporate Governance and Canada's Aging Population Arthur Fish IV. How to Reduce Property Taxes Stephen Longo V. Property Tax Rebates for Charities Yvonne Hamlin VI. GST Rebates for Charities and Associations Bev Gilbert VII. New Not-For-Profit Corporations Act Bill Pashby I. NON-PROFIT ORGANIZATIONS: HOW TO MAINTAIN TAX-EXEMPT STATUS Bethany J. Anderson (416) 367-6161, bjanderson@blgcanada.com A. UNREGISTERED CHARITIES The Income Tax Act exempts non-profit organizations and registered charities, entirely or partially, from paying income taxes. Many people incorrectly assume that registration with Canada Revenue Agency ("CRA") makes an organization a charity. This is incorrect. An organization is a charity if it meets the common law requirements. It may, or may not, decide to apply to CRA to be a "registered charity". If an organization is a charity but is not registered and does not qualify as a non-profit, it does not enjoy tax-exempt status. No organization sets out to become an unregistered charity. Unregistered charities are often non-profit organizations that didn't draft their letters patent properly. B. NON-PROFIT ORGANIZATIONS Under the Income Tax Act, a non-profit organization must operate for social welfare, civic improvement, pleasure or recreation, or for any other purpose except profit; and it must not, in the opinion of the Minister of National Revenue, be a charity within VIII. The Final Word the meaning of the Act. This definition is less than clear, since a
2 WINTER 2006 non-profit organization is defined by the fact that it is not, in the Minister's opinion, a charity. Since registered charities by definition have to register with the Minister, there is no question as to whether (at least initially) in the Minister's opinion, they are a charity. Since there is no registration requirement for a non-profit organization, the only way to definitively determine whether a non-profit organization is "not a charity in the Minister's opinion", would be to apply for charitable registration hoping to be refused. This is hardly a time-efficient or inexpensive option, and is not recommended. The overlap can create confusion as to whether an organization is charitable or not. C. COMMON LAW CHARITIES The Courts have recognized the following purposes as charitable: (a) relief of poverty; (b) advancement of education; (c) advancement of religion; or (d) any other purpose that is beneficial to the community. The fourth head provides particular problems for the Minister in determining whether an organization meets the requirements for registration. There is also an inherent overlap between activities that are properly carried out by a non-profit organization (those being for "social welfare, civic improvement, pleasure or recreation"), and those carried out which satisfy one of the four heads of charity. The overlap can create confusion as to whether an organization is charitable or not. Consider a social club for seniors. It seems to fit into the definition on "non-profit organization", as being for
3 NOT-FOR-PROFIT UPDATE pleasure or recreation, and yet, provided such a club is directed toward the alleviation of political lobbying" would disqualify the organization from being a charity. loneliness and isolation in seniors, a senior's social club may be charitable according to CRA. Another effective clause is one that allows the organization to donate any portion of its D. SOME ORGANIZATIONS DO NOT WANT TO BE A CHARITY One way to ensure that an organization is not a charity at common law is to draft its letters patent so that its purposes are not to relieve poverty, advance education or advance religion and that the activities benefit a specific subset or group of people. Unless a assets to another non-profit organization that does not qualify as a registered charity. One clause in the letters patent like this can ensure that a non-profit organization remains a nonprofit organization and not an unregistered charity. Maintaining its status in this way will ensure that the organization remains tax-exempt without the extra requirements imposed on charities. purpose or activity is for the benefit of the "community" in general, it is not charitable. Another way to be certain that a non-profit organization is not an unregistered charity, is to include a clause in its letters patent that clearly disqualifies it from charitable status. Such a clause does not have to describe the E. CONCLUSION Most associations and other non-profit organizations try to structure themselves so that they do not have to pay income tax. Doing so can be difficult. organization's primary activities, since a charity's purposes and activities must be entirely charitable. For example, political advocacy is not considered to be "charitable". Including a clause stating that one of an organization's purposes is "to devote a portion of the organization's assets to Remember that it is possible for an organization to be a charity which is not registered with CRA. Such an organization does not meet the requirements of a nonprofit organization under the Income Tax Act and must pay income tax.
4 WINTER 2006 II. IMPORTANT RECENT CHANGES IN THE TAX LAW APPLICABLE TO REGISTERED CHARITIES Brian Cohen (416) 367-623, bcohen@blgcanada.com Due to taxpayers abusing and manipulating the charitable credit available under the Income Tax Act (Canada), the federal government has been taking active steps recently to curb such perceived abuses. This percentage is being lowered to 3.5%. The reason for the change is to ensure that the portion of the DQ related to the retention of capital assets is more reflective of long-term rates of return on investments. In addition, market forces have also caused tax authorities to deal with how charities are managed day to day more particularly, low interest rates in the early years of the 21st century have caused hardship to many charities who struggle to make their annual disbursement quotas ("DQ"). The new 3.5% DQ will now apply to charitable organizations (with more than $25,000 in assets) in addition to foundations. There is a grandfathering period until 2008 for charitable organizations registered prior to March 23, 2004. A. DISBURSEMENT QUOTA CHANGES In addition to an annual disbursement quota based on the amount of charitable receipts issued in the previous year (and enduring Where a charity needed to sell securities to meet the DQ requirements in some situations, charities may have to pay a portion of the DQ twice. The concept of a capital gains pool was established in an attempt to remove this burden. gifts utilized), a charitable foundation was typically required to disburse 4.5% of the value of its investments not directly used in charitable activities.
5 NOT-FOR-PROFIT UPDATE B. SPLIT RECEIPTING In the past, CRA interpreted the law in a way that determined that if the donor received anything of value in return for a gift, it was not a gift entitling the donor to a charitable tax deducted to determine the eligible portion of the gift for which a charitable tax receipt can be given. C. GIFTS EXCESS OF $5,000 SELF ENFORCEMENT receipt. The proposed amendments to the Income Tax An individual can now receive a charitable tax receipt for the eligible portion of a gift to a charity where the donor receives a benefit as a result of making the donation. The charity must value the donated property and the consideration received by the donor and the difference is the eligible portion for which the charitable tax receipt may be issued. Act state that a charity issuing a receipt with a stated eligible amount in excess of $5,000, must inquire as to whether circumstances exist that would result in an eligible amount being reported on the receipt that is less than the fair market value of the property. Examples of such circumstances include tax shelter schemes, donations of art purchased by the donor recently, etc. To determine the eligible portion of a gift, the charity must deduct the fair market value of any benefit conferred upon the donor from the actual donated amount, subject to certain minimum percentage requirements. For Where a donor is asked to provide information and is not forthcoming, the Income Tax Act will deem the amount on the receipt to be nil. example when a golfer pays $250 to participate in a charity golf tournament, the value of the green fees, dinner and any "extras" will be
6 WINTER 2006 III. REGIONAL TENSIONS, CORPORATE GOVERNANCE AND CANADA'S AGING POPULATION Arthur Fish (416) 367-6178, afish@blgcanada.com This article addresses three general social developments that are almost certain to have an increasing effect on the non-profit and charitable sector. These developments are regional tensions, corporate governance and the aging of the Canadian population. is beset by tensions, often centered on revenue sharing arrangements, that closely mirror the tension that besets Canada as a whole. Most national charities and associations manage to overcome those differences. Every time one succeeds in doing so it demonstrates that Canadians are better A. REGIONAL TENSIONS Professionals who serve charities and nonprofit groups tend to focus only on the negative features of the Income Tax Act. There is, however, a positive feature of the Act that calls for praise namely, the formulation of a common definition of non-profit and charitable activity which applies across Canada. In this respect the Act defines an important element of the common good. This point bears emphasis in part because, in my experience, regional tensions and the possibility of organizational separatism are very real threats in many national charities and associations. Every national organization of which I have some awareness off when we are able to set aside our regional differences in pursuit of the common good. B. CORPORATE GOVERNANCE Everyone knows that good corporate governance is a good thing, but no one knows precisely what it is. The members of a charity or nonprofit organization must not benefit from that organization's income. As well, Ontario's Office of the Public Guardian and Trustee takes a hard line on a charity s employees including CEO's serving as directors without prior judicial approval. And yet the generation currently taking the leadership reins of Canada's charities and non-profit organizations tends to base its governance practices on private sector
7 NOT-FOR-PROFIT UPDATE organizations, where it is thought to be beneficial to have the CEO sitting at the Board table. My own view is that it should be permissible to have senior staff serve as directors, provided that adequate safeguards are adopted to avoid the prospect that staff will achieve an undue influence over the organization's affairs or will benefit themselves unduly. I hope that agencies like the Office of the Public Guardian hold donations in so-called "donor-advised accounts" a model for charitable giving that is well established in the United States. That's the good news. The bad news is that we are already seeing an increase in the number of volunteer organizations that are finding themselves drawn into estate or mental capacity litigation in connection with substantial gifts made by elderly donors. and Trustee will be prepared to join with the sector to establish a code of conduct to be adopted by organizations that choose to have employees as Board members. I have also noticed an increase in the number of our clients which have simply lost their institutional memory as their staff and volunteers age and retire. We have had files C. AGING POPULATION Canada, like the United States, Western Europe and Japan, is an aging society. This phenomenon will have myriad implications for the volunteer sector, of which I address two. Over the next 20-30 years we will see the largest intergenerational shift in wealth in Canadian history. Anecdotal reports from our clients suggest that this massive intergenerational shift of wealth will be accompanied by substantial charitable giving. The banks clearly think so, as we are aware of a number of initiatives to establish charitable foundations to receive and in which no one knows where the corporate Minute Book is to be found, no one can explain the purpose underlying complex "business" or funding structures and no one knows whether the organization had insurance in place 20 years ago when an alleged event occurred. In sum, the continued vibrancy of the sector will depend on the capacity of the present generation of volunteers and senior managers to maintain the missions of their organizations, while making way for a new generation of volunteers and leaders.
8 WINTER 2006 IV. HOW TO REDUCE PROPERTY TAXES Stephen Longo (416) 367-6651, slongo@blgcanada.com A. ASSESSMENT COMPLAINTS If you believe your property's assessed value is too high or property has been returned in the wrong tax class, file an appeal. The D. EXEMPTION PROVISIONS OF ASSESSMENT ACT The relevant grounds of exemption from the property taxation include: deadline for the 2006 taxation year is March 31, 2006. Land "owned, used and occupied" solely by a non-profit philanthropic, religious or B. SUPPLEMENTARY/OMITTED ASSESSMENT Where land/building has been omitted from the assessment roll or a new building/ renovated building/etc. has not been assessed, the assessor may levy a supplementary or omitted assessment. The appeal deadline is 90 days from mailing of the notice. C. COURT APPLICATIONS If you believe all or a portion of your property should be exempt from taxation, an application must be filed with Ontario Superior Court of Justice by December 31. seminary of learning or land leased and occupied by any of them if the land would be exempt from taxation if it was occupied by the owner. This paragraph applies only to buildings and up to 50 acres of land. Land owned, used and occupied by: i. The Canadian Red Cross Society; ii. The St. John Ambulance Association; or iii. Any charitable, non-profit philanthropic corporation organized for the relief of the poor if the corporation is supported in part by public funds. Land owned, used and occupied by a nonprofit philanthropic corporation for the purpose of a house of refuge, the reforma-
9 NOT-FOR-PROFIT UPDATE tion of offenders, the care of children or a similar purpose but excluding land used for the purpose of a daycare centre. Other exemptions are for public educational institutions, churches, public hospitals, Children's Aid Societies, scientific or literary institutions, etc. E. REBATES FOR CHARITIES Eligible charities may receive tax rebates for is eligible if it is in the commercial or industrial class. The charity is eligible if it is a registered charity pursuant to the Income Tax Act (Canada) and has a registration number issued by the Canada Revenue Agency. Application for a rebate may be made no later than February 28 of the year following the year for which application made (i.e. February 28, 2006 for 2005). eligible property they occupy. The property V. PROPERTY TAX REBATES FOR CHARITIES Yvonne Hamlin (416) 367-6649, yhamlin@blgcanada.com A. INTRODUCTION Some charitable or non-profit philanthropic organizations are exempt from property taxation, but the majority are not. Prior to 1998, all non-profit charities and non-profit organizations paid property taxes at the residential tax rate and were not charged business occupancy taxes. This resulted in a relatively low tax burden. Property taxation in Ontario was subject to major reforms commencing in 1998. Now all occupants of commercial and industrial properties pay taxes at the same rate. In order to reduce this significant impact the Province enacted several measures. For example:
10 WINTER 2006 1. tenants who occupied their space since 1997 enjoy caps on property tax increases; and 2. every municipality is required to administer a property tax rebate program for charities. B. REBATES FOR CHARITIES A charity is eligible for this rebate if it is a registered charity as defined in the Income Tax Act (Canada). Eligible property is defined as property classified on the assessment roll as commercial or industrial and occupied and used by the eligible charity. A municipality must rebate at least 40 percent of the taxes payable by the eligible charity on the property it occupies. The charity must occupy the property and pay taxes on the property, in order to qualify for the rebate. The charity may make an application based upon an estimate of the taxes payable on the property is occupies. Final adjustments will be made to ensure that the amount of the rebate is correct. If the taxes for the property change as a result of a decision of the Assessment Review Board, the rebate will be recalculated. If the amount of the rebate exceeds the entitled amount, the municipality may require repayment of any overpayment. No fees are charged by a municipality to process this application. Application must be made to a municipality after January 1 of the taxation year or before the last day of February of the following year. Property tax rebates for eligible charities are paid by the municipality. The municipality must pay one-half of the rebate within sixty (60) days of receiving the application and the balance within one hundred and twenty (120) days of receiving the application. If the municipality fails to rebate or credit the amount within this time period, it is required to pay interest on the amount of any rebate to which the charity is entitled. C. NOT-FOR-PROFIT ORGANIZATIONS The rebate program for not-for-profit organizations which are not registered charities allows municipalities to choose to implement several options including: (i) providing rebates to organizations that are similar to eligible charities, (ii) setting rebates at a level of more than 40% to a maximum of 100% of the
11 NOT-FOR-PROFIT UPDATE taxes payable on the occupied property, and (iii) expanding "Eligible" property to include any property class, not only commercial and industrial. no cost and which are not contrary to public policy. The rebate for these organizations has been set at 100% of the taxes payable. D. CONCLUSION Enquiries should be made of the individual municipality as to the amount of the rebate and as to whether any other similar organizations have been included in their program. By way of example, in Toronto, the rebate has been fixed at 40%. In addition, organizations similar to charities which are also eligible for rebates (at 100%) have been defined to include centres for the promotion of culture (within the multi-cultural context), the activities of which Every charity that is not already exempt from property taxes should be filing an annual application with the municipality in which it occupies premises, seeking a rebate of its property taxes. All non-profit organizations should make specific enquiries as to whether their organization may also be entitled to rebates under optional programs created by their municipality. are accessible to the community at minimal or VI. GST REBATES FOR CHARITIES AND ASSOCIATIONS Bev Gilbert (403) 232-9409, bgilbert@blgcanada.com A. REBATES An organization that provides goods or services that are subject to the Goods and Services Tax ("GST") may claim back as an input tax credit ("ITC") the GST it pays to others when it purchases goods and services. Special rules apply to exempt most supplies of goods and services provided by charities and other notfor-profit organizations with the result that ITCs are not available. However, a rebate may be available if certain criteria are met. The
12 WINTER 2006 rebate rates differ depending on the type of organization. For example, a charity may claim a rebate of 50% of GST paid and a school authority may claim a rebate of 68% of the GST it pays. manner but the remittance rate varies by type of organization. For example, a school authority resident in Ontario would only remit an amount equal to 6% of its GST included taxable sales. Organizations may undertake activities that qualify for different rebate rates. For example, a school may qualify for a 68% rebate for GST paid on expenses related to its supply of educational services but may also engage in activities that are not related to education. If the school is also a charitable organization, it would qualify for a 50% rebate of the GST paid in relation to its charitable activities. The school may also provide GST taxable goods and qualify for an ITC for GST paid on expenses related to those taxable activities. The school in this example must allocate the GST paid between its taxable activities, its educational activities and its charitable activities in order to claim the correct amount of ITCs and rebates at the correct rate. To provide relief to charitable organizations, a special net tax calculation allows charities to remit only 60% of the GST they collect. However, the charity must forego claiming ITCs. Other types of not-for-profit organizations may use the Special Quick Method of Accounting that works in a similar B. PLANNING OPPORTUNITIES Planning opportunities arise because of the different rules for different types of organizations. For example, when a hospital provides parking on an hourly basis, it must charge GST. However, this same service provided by a charity would be exempt. Therefore if the parking operations were moved into a hospital's charitable foundation, the charity could charge the customer the same price but keep the amount previously charged by the hospital as GST. There is an increase in revenue by 7%, as no GST is required to be charged or remitted. Although this sounds simple, care must be taken that the benefit is not offset by provincial sales tax or property tax exemptions that may be given up. Many organizations are looking at ways to partner with for-profit organizations to construct facilities. Care must be taken to ensure that the benefits that would accrue to the organization are not lost as a result of the partnership. For example, if a University is
13 NOT-FOR-PROFIT UPDATE contemplating building a student residence but is cash poor, it may consider leasing the land to a for-profit company to build and provide accommodation to the students. If the University were to construct the residence on its own, it could claim a rebate of 67% of the GST paid. However, if a for-profit company leases the land and constructs the residence, the for-profit corporation would pay tax on the fair market value of the residence but would only qualify for the new residential rebate of 36% of the tax paid. A considerable amount of unrecoverable GST is incurred in the latter scenario. As can be seen in these examples, the rules for charitable and not-for-profit organizations are extremely complex. Therefore organizations need to keep adequate books and records and ensure that positions taken and methods of allocation are carefully documented. VII. NEW NOT-FOR-PROFIT CORPORATIONS ACT Bill Pashby (416) 367-6249, bpashby@blgcanada.com A. NEED AND TIMING All federally incorporated not-for-profit corporations will have very important decisions to make when and if the new Canada Not-For- Profit Corporations Act (the "New Act") becomes law and is proclaimed in force. Most federally incorporated charities, associations and other not-for-profit organizations are incorporated under the Canada Corporations Act (the "CCA"). The sections of the CCA are very vague and it has not had a major revision since 1917. Once in place, the New Act will modernize corporate governance for all such federally incorporated organizations. The timing depends on the priorities of the new government elected on January 23, 2006. With minority governments in Ottawa in recent months, the government has had other things on its mind rather than passing legislation which most commentators feel should be acceptable to all parties in Parliament. Most knowledgeable people involved in the association and charitable sectors and most lawyers feel that the New Act will be a great improvement on the CCA. Some feel that a few amendments would be helpful. Once the New Act is proclaimed in force, all corporations currently incorporated under the
14 WINTER 2006 CCA will have three years to apply for continuance under the New Act. If they do not apply for and obtain a Certificate of Continuance, they may be automatically dissolved. B. KEY CONCEPTS Some of the key elements of the New Act are: 1. Streamlined incorporation process. 2. Enhancement and protection of member's rights. 3. Director's duties will be similar to those for corporations with share capital and the standard of care will be an objective standard rather than the subjective standard currently applied. 4. Improved financial accountability. The New Act introduces a new concept, "soliciting corporation", which is a corporation which has done fund-raising, received government grants or received money from a corporation that has done fundraising or received government grants. A soliciting corporation must have three directors, at least two of whom are not officers or employees, must provide on dissolution that its assets will go to "qualified donees" and will have other restrictions which are consistent with the fact that at least some of its money comes from the public or the public purse. There are specific provisions which indicate that companies with smaller annual revenues will not require auditors. In certain circumstances only a "review engagement" may be required. However, soliciting corporations with an annual gross revenue of more than $250,000 and nonsoliciting corporations with an annual gross revenue of more than $1 million dollars will be required to have a full audit. Since there are substantial changes in the law, all CCA corporations will require a new by-law which must be consistent with the New Act. Charities will face special challenges. When applying for a continuance, a corporation must set out a "mission statement". Since Canada Revenue Agency must approve any change in the objects of a charity, there are some complications when a charity must have a "mission statement". Some commentators feel that the existing objects should be repeated as the "mission statement". When completing "legal audits" recently, we have noticed that some older charities do in fact carry on activities other than those specified in their objects. For them the ideal time to rectify the situation is before the New Act is in force. C. BLG IS PREPARING Our Not-For-Profit Practice Group at Borden Ladner Gervais has been examining the New Act carefully. Once it is in force we will be advising clients of the appropriate steps necessary to ensure that all corporations incorporated under the CCA
15 NOT-FOR-PROFIT UPDATE are properly advised with respect to the implications of the New Act. This is the most important new development in the area in eighty-nine years. The senior management and directors of all federally incorporated non-sharecapital corporations should be aware of it. They must act carefully to ensure that their corporation has the appropriate by-law in place and files the appropriate documents on a timely basis to be continued under the New Act. We forecast that many will do nothing and therefore will be dissolved for failing to obtain a certificate of continuance. This will cause very serious problems which can be avoided if management and directors are aware of the implications of the New Act and take the appropriate action. VIII. THE FINAL WORD A. OUR GROUP B. KEEPING YOU CURRENT Borden Ladner Gervais is one of Canada's largest law firms with full service offices in Vancouver, Calgary, Toronto, Waterloo Region, Ottawa and Montréal. We have a Group established especially to provide legal advice in an accurate, timely and costeffective manner to not-for-profit organizations and charities. Each of our offices has specialists who have expertise and experience dealing with not-for-profit organizations and charities. Our clients in the not-for-profit section require legal counsel from a law firm which has available when needed, expertise in charity law, employment law, trade-marks, income tax, corporate law, by-laws, incorporation, governance, technology, litigation, contract law and other areas of legal specialization. Through our "Not-For-Profit Law Update" and "ALERT" Newsletters and our seminars, we keep our clients and friends in the not-for-profit sector informed of changes in the law as they apply to their organizations. C. OUR LAWYERS PARTICIPATE We are pleased that Gary Wilson from our Vancouver office has been presented by the Canadian Bar Association, British Columbia Branch with the Community Service Award. Gary has spent thousands of hours guiding the Community Legal Assistance Society ("CLAS") from a small office to a nationally recognized organization with a 34 member staff. CLAS provides legal assistance to people who are disadvantaged by poverty, physical disability or mental illness.
WINTER 2006 D. DISCLAIMER The "Not-For-Profit Law Update" Newsletter is prepared as a service to management and directors of non-share capital corporations known to the lawyers of Borden Ladner Gervais LLP. It is intended to inform those engaged in this important and growing sector of current issues and developments in law affecting not-for-profit organizations. It is not intended to be a complete statement of the law, nor to contain any opinions of our firm on any subject. Although we endeavour to ensure its accuracy, no one should act upon it without a thorough examination of the law after the facts of a specific situation are considered. You are urged to consult your legal advisor in cases of specific questions or concerns. This newsletter has been sent to you courtesy of Borden Ladner Gervais LLP. We respect your privacy, and wish to point out that our privacy policy relative to newsletters may be found at http://www.blgcanada.com/utility/privacy.asp. If you have received this newsletter in error, or if you do not wish to receive further newsletters, you may ask to have your contact information removed from our mailing lists by phoning 1-877-BLG-LAW1 or by emailing subscriptions@blgcanada.com Borden Ladner Gervais LLP Lawyers Patent & Trade-mark Agents C algary 1000 Canterra Tower 400 Third Avenue S.W. Calgary, Alberta, Canada T2P 4H2 tel: (403) 232-9500 fax: (403) 266-1395 Montréal 1000 de La Gauchetière Street West Suite 900, Montréal, Québec, Canada H3B 5H4 tel: (514) 879-1212 fax: (514) 954-1905 Editor: Bill Pashby Tel: (416) 367-6249, Fax: (416) 361-7080, wpashby@blgcanada.com NOTES Members of Borden Ladner Gervais Not-For-Profit Group National Steering Committee include: Toronto Office Bill Pashby, National Leader Tel: (416) 367-6249 Fax: (416) 361-7080 E-mail: wpashby@blgcanada.com Vancouver Office Debra Sing Tel: (604) 640-4156 Fax: (605) 687-1415 E-mail: dsing@blgcanada.com Calgary Office Ruth Spetz Tel: (403) 232-9510 Fax: (403) 266-1395 E-mail: rspetz@blgcanada.com Ottawa Office Sylvie Lalonde Tel: (613) 787-3573 Fax: (613) 230-8842 E-mail: slalonde@blgcanada.com Montréal Office François Morin Tel: (514) 954-3129 Fax: (514) 954-1905 E-mail: fmorin@blgcanada.com Ottawa World Exchange Plaza 100 Queen St., Suite 1100 Ottawa, Ontario, Canada K1P 1J9 tel: (613) 237-5160 1-800-661-4237 legal fax: (613) 230-8842 IP fax: (613) 787-3558 Toronto Scotia Plaza, 40 King Street West Toronto, Ontario, Canada M5H 3Y4 tel: (416) 367-6000 fax: (416) 367-6749 V ancouver 1200 Waterfront Centre 200 Burrard Street, P.O. Box 48600 Vancouver, British Columbia, Canada V7X 1T2 tel: (604) 687-5744 fax: (604) 687-1415 Waterloo Region 508 Riverbend Drive, Suite 303 Kitchener, Ontario, Canada N2K 3S2 tel: 519 741-9100 fax: 519 741-9149 www.blgcanada.com 2006 Borden Ladner Gervais LLP Borden Ladner Gervais LLP is an Ontario Limited Liability Partnership Printed in Canada