Governing in the Non-profit and Charitable Sector

Approved by the Law Society of BC for 8.3 hours of professional development credits Governing in the Non-profit and Charitable Sector Chaired by May 7 th & 8 th, 2014 UBC Robson Square Vancouver, BC P A C I F I C B U S I N E S S & L A W I N S T I T U T E

Governing in the Non-profit and Charitable Sector The current financial and regulatory environment places increased demands on non-profit boards. To best meet these demands, directors and officers must have a clear understanding of their responsibilities and of the changing regulatory landscape, and must stay on top of effective governance practices and governance tools. This will have a significant impact on not only the success of the board, but on the success and survival of the organization. To assist you in carrying out your role proficiently, this forum assembles leaders in the field of non-profit governance from the legal, financial and industry sectors to examine the roles and responsibilities of non-profit directors and officers, to identify current opportunities, issues and challenges in non-profit governance and to provide you with the best practices and governance tools you need to succeed. This Forum Will Focus on the Following Areas: Practical advice for creating charities and non-profit organizations Board work, structure and processes Management of stakeholders, including lobbying considerations Guidance in structuring for social enterprise Financial oversight and reporting Proposed improvements to the Accounting Standards Board s not-for-profit standards Tips for dealing with the Canada Revenue Agency Ethical considerations and the Corruption of Foreign Public Officials Act Canada s new Anti-Spam legislation and its impact on fundraising activities Who Should Attend: Directors and officers of charities and non-profit organizations Lawyers, accountants, consultants and other professionals advising charities and non-profit organizations Management professionals involved in charities and non-profit organizations Individuals, businesses and advisors of those seeking to attain charitable or non-profit status

Chair, Partner,, Vancouver, BC. Ms. Mason practises in the area of trust law with a particular emphasis on advising charitable and tax-exempt organizations. She assists not-for-profit and charitable organizations with their creation, administration and registration with the Canada Revenue Agency and has particular expertise with respect to entities involved in environmental and health care matters. Ms. Mason advises such entities on governance issues and regulatory compliance. She also advises donors with philanthropic planning. Ms. Mason lectures extensively in her area of practice. She is widely published and is a Fellow of the American College of Trust and Estate Counsel. She was the Chair of the BC Law Institute s Society Act Reform Committee and is currently the Chair of the Canadian Bar Association s National Charities Section. Faculty Paul Armitage, Partner, Gowling Lafleur Henderson LLP, Vancouver, BC. Paul Armitage is a partner in Gowlings Vancouver office practising in the Intellectual Property and Technology Law Groups. His practice focuses on procurement, technology licensing, outsourcing, commercial contracts, privacy law, cloud computing and e-commerce. Paul has extensive experience in the information technology, financial services, telecommunications, life sciences and health industries, and broad exposure to other sectors including construction, mining, infrastructure and facilities. Paul was listed in the Canadian Legal Lexpert Directory 2013, and recognized in the area of Technology Law in The Best Lawyers in Canada 2013. He is a regular speaker and author for a variety of legal and non-legal audiences. Janet Austin, Chief Executive Officer, YWCA Metro Vancouver, Vancouver, BC. As CEO of YWCA Metro Vancouver, Janet Austin has overall responsibility for one of BC s largest and most diversified non-profit organizations, offering services for 60,000 people annually in more than 30 locations throughout Metro Vancouver. Janet is a recipient of the Business in Vancouver - Influential Woman in Business Award, the Vancouver Board of Trade Community Leadership Award, the Queen s Golden and Diamond Jubilee Medals, the SFU Beedie School of Business BASS Award, the YWCA Canada Carolyn Bray Award, and the Big Sisters Big Heart Award for outstanding contribution by a volunteer. In 2008, she was named to the WXN (Women s Executive Network) list of Canada s 100 Most Powerful Women. Janet received an Honorary Doctorate of Laws from Kwantlen Polytechnic University at the 2013 Spring Convocation. Michael Blatchford, Associate,, Vancouver, BC. Michael works with charities, not-for-profit organizations and other entities in the voluntary sector and advises on all aspects of their operations and governance, helping them to effectively carry out their programs while complying with regulatory obligations. Michael s clients include registered charities and non-profit organizations in every area. Michael also assists professional bodies, associations, clubs and religious and faith-based organizations. Michael advises these clients with regard to governance, meetings, fundraising and tax matters, and represents organizations in their dealings with regulators, including the Canada Revenue Agency. He advises on fundraising and receipting issues for charities and has assisted numerous charities in carrying out their work abroad. He also provides advice to charities and not-for-profit organizations that carry on a social enterprise or other revenue generating activities. Riley Burr, Associate,, Vancouver, BC. Riley is a member of the Tax Group. His practice involves mainly income tax and GST matters in the commercial, estate planning and trust contexts. Riley advises a wide variety of clients including businesses, individuals, and charities and nonprofit organizations on tax issues involved in many types of transactions, including corporate reorganizations, cross-border business and employment matters, audit responses, the establishment of domestic and offshore trusts and companies, charitable donation plans, and mergers and acquisitions. Chilwin C. Cheng, B.A., LL.B., M.B.A., Legal Process Solutions, Vancouver, BC. Chilwin is a lawyer and consultant. As a consultant, Chilwin has worked with some of the largest nonprofits in the province such as the Justice Institute of British Columbia, the Legal Services Society of British Columbia, the United Way of the Lower Mainland, the International Civil Aviation Organization, hospital foundations, regulatory organizations, and many other organizations crossing a wide variety of sectors to build governance capacity. He facilitates organizational, operational, and competitive strategy development, designs and drafts board policies and procedures, coaches board members on good meeting practice, and supervises technology projects to support Board work. His legal practice focuses on regulation and corporate governance litigation and disputes. In the past, he has chaired several boards of major organizations and is a perpetual knowledge volunteer. He has worked in a variety of settings, including several years as a founder of a legal technology startup. Carol Chiang, Partner, KPMG LLP, Burnaby, BC. Carol has over 23 years of experience working with KPMG in the assurance practice serving organizations in the not-for-profit, public and private sectors. She currently leads KPMG s local not-for-profit sector. In this role, she provides technical guidance on accounting issues in the not-for-profit accounting standards framework, provides training on topical matters and serves as the quality control partner for a number of clients in this sector. Carol is the lead engagement partner on a range of not-for-profit and public sector organizations servicing them in their audit, accounting and business operational needs. Peter Greenwood, Partner, Advisory Services, KPMG LLP, Vancouver, BC. Peter has over 20 years of business experience both in the UK, Canada and the Bahamas. He currently leads KPMG s accounting advisory services across a range of organizations for Western Canada, based from Vancouver. In this role he oversees technical accounting issues across multiple accounting frameworks, including the public and not-for-profit sectors. He has experience of taking technical accounting issues through to the financial impacts across business, systems/processes, people teams, and other work streams. Peter drives all aspects of KPMG s accounting advisory services, including working with Project Steering Committees, Project Sponsors, and Project Implementation Leadership Teams. William J. Hallett, Vice President, Finance and Operations, Vancouver Foundation, Vancouver, BC. Bill joined Vancouver Foundation from the Board of Trade where he was the CFO. Prior to joining the Board of Trade, he was the VP, Finance and Accountability for the Rick Hansen Foundation and prior to that held the Senior VP and Chief Operating Officer roles for Sport BC. Bill has also worked extensively in the corporate sector with General Electric Canada Inc. and various international mining companies. With an active interest in sport Bill currently serves on the Board of Directors of the Canadian Olympic Committee, where he is Chair of the Audit Committee, and is a past chair of Triathlon Canada. A Chartered Accountant by profession, Bill holds a Bachelor of Commerce degree from the University of Windsor and a Bachelor of Science degree from the University of Toronto. Samuel Schwisberg, General Counsel and Corporate Secretary, The Canadian Red Cross Society, Ottawa, ON. Sam Schwisberg worked for the Canadian Red Cross from 1991 to 1998, first providing legal and risk management support and later on became General Counsel (2009) and Corporate Secretary (2010). In 1998 Sam transferred to Canadian Blood Services (CBS), the only senior executive to do so. During his tenure at CBS, he supported the stabilization of the blood program through the negotiation of complex issues with stakeholder representatives. Sam graduated magna cum laude with a B.A. in Political Science and Economics from McGill University in 1977. He received his law degree from the University of Ottawa in 1980 and was called to the Bar of Ontario in 1983. He completed all courses at Osgoode Hall Law School towards his LLM in International Business Law. He is a legal author and teaches law courses at Carleton University.

www.pbli.com Governing in the Non-profit and Charitable Sector 9:00 Welcome and Introduction to Day One 9:10 Creating Charities and Non-Profit Organizations Michael Blatchford Income Tax Act requirements for charities and NPOs Selecting a jurisdiction Drafting acceptable purposes Tainting the objects to avoid charitable status The T2050 Application Form Description of Activities Operations pending charitable registration The CRA NPO audit initiative: potential changes to the tax exemption? 10:00 Questions and Discussion 10:10 The Seven Parts of Highly Functioning Boards Chilwin C. Cheng Legal Process Solutions Boards of Directors are much more than components of a nonprofit required by law. They provide an essential function to a successful organization. Directors should understand the 7 elements of operating a board that governs non-profits well: Understanding the board s strategy Fostering a healthy board culture Creating the right structure for your board Finding and keeping the right board members Implementing board policies and procedures that work Cultivating skills that make meetings productive Using technology tools to support good board work 10:50 Questions and Discussion 11:00 Refreshment Adjournment 11:15 Stakeholder Management Janet Austin YWCA Vancouver Media Government Donors Clients Board and staff Lobbying Stewardship May 7 th, 2014 (Day 1) REGISTER TODAY! 12:00 Questions and Discussion 12:10 Networking Luncheon 1:25 Structuring for Social Enterprise Revenue generation inside and outside the entity What is a related business? Structuring options to maintain tax exempt status 2:10 Questions and Discussion 2:20 Refreshment Adjournment 2:35 Financial Oversight and Reporting William J. Hallett Vancouver Foundation Audits Budgeting Finance committee Risk management Fund accounting Completing the T3010 Fundraising ratio issues Valuing gifts-in-kind 3:25 Questions and Discussion 3:35 Accounting Standards Board Statement of Principles Improvement to Not-for-Profit Standards Carol Chiang KPMG LLP Peter Greenwood KPMG LLP Review proposed Statement of Principles for financial reporting Booking endowments and pledges Consolidation 4:05 Questions and Discussion 4:15 Chair s Closing Remarks 4:20 Program Concludes for Day One

May 8 th, 2014 (Day 2) 9:00 Welcome and Introduction to Day Two 9:10 Dealing With the Canada Revenue Agency Riley Burr How to prepare for CRA audits Addressing demands for information Privilege issues Privacy issues 9:55 Questions and Discussion 10:05 Refreshment Adjournment 10:20 Ethical Considerations and the Corruption of Foreign Public Officials Act Samuel Schwisberg The Canadian Red Cross Society Overview of the Corruption of Foreign Public Officials Act and other applicable anti-corruption legislation Relevance of the Corruption of Foreign Public Officials Act and other anti-corruption legislation in the charities and NPO context 10:55 Questions and Discussion 11:05 Regulatory Developments Impacting Fundraising: Canada s New Anti-Spam Legislation Paul Armitage Gowling Lafleur Henderson LLP What is a commercial electronic message? How does CASL apply to charities and NPOs? The requirements for consent, including implied consent situations The exceptions The unsubscribe mechanism Penalties 11:45 Questions and Discussion 11:55 Chair s Closing Remarks 12:00 Program Concludes

Information Four Ways to Register: 1. Telephone us: 604-730-2500 or toll free: 877-730-2555 2. Fax us: 604-730-5085 or toll free: 866-730-5085 3. Mail your registration form with payment 4. Register at www.pbli.com/1058 Registration: The registration fee is $995.00 plus GST of $49.75 totalling $1,044.75 for both days. Registration covers your attendance at the program, written materials, a light breakfast and refreshments throughout each day, and a networking luncheon on day one. Group Discounts: Register four persons from the same organization at the same time and you are entitled to a complimentary fifth registration. Payment: You may pay by VISA, MasterCard or cheque. Cheques should be made payable to the Pacific Business & Law Institute. Registration fees must be paid prior to the program. When and Where: Check-in begins at 8:30 a.m. The program starts at 9:00 a.m. UBC Robson Square is located at the basement level of 800 Robson Street in Vancouver, BC. Please visit http://robsonsquare.ubc.ca/find-us/ for directions. Materials: The faculty will prepare papers and/or other materials explaining many of the points raised during this program. Please contact us at registrations@ pbli.com if you are unable to attend the program and wish to purchase a set of materials. Your Privacy: We will keep all information that you provide to us in strict confidence, other than to prepare a delegate list containing your name, title, firm and city for our faculty and the program delegates. We do not share our mailing lists with any non-affiliated organization. Cancellations: Full refunds will be given for cancellations if notice is received in writing five full business days prior to the program (April 30 th, 2014). After that time we are unable to refund registration fees. Substitutions will be permitted. We reserve the right to cancel, change or revise the date, faculty, content or venue of this event. Course Accreditation: Attendance at this course can be listed for up to 8.3 hours of continuing professional development with the Law Society of BC. Registration Form Pacific Business & Law Institute 305 1681 Chestnut Street Vancouver, BC Canada V6J 4M6 Telephone: 604-730-2500, Fax: 604-730-5085 E-mail: registrations@pbli.com Governing in the Non-profit and Charitable Sector May 7 th & 8 th, 2014 UBC Robson Square Vancouver, BC Salute First Name Last Name Position/Title Firm/Company Address City Province/Territory Postal Code Telephone Fax Email Paid by: VISA MasterCard Cheque payable to Pacific Business & Law Institute Card Number / / / / Expiry Date Please indicate your areas of interest for future notifications (select all that apply): Non-profit/Charities Accounting Risk Management Consulting Law Other How did you hear about this program? Brochure Email Colleague PBLI Website Other Register today at www.pbli.com/1058