General
1. There are three main types of business organizations: sole proprietorships;
partnerships; and corporations. Square and round dance organizations
fit within these types. Each of these three types has its advantages
and disadvantages.
2. The
proprietorship is the easiest to set up, but it puts the
owner fully at risk. In the event of a business failure or accident
where the owner is at fault, the owner's personal property can be used to
settle the debts of the business. It is like a caller or cuer run club.
3. Partnerships
are joint undertakings by more than one person. They can run all the
way from simple family businesses to complex lawyer partnerships. Responsibility
is spread among the partners in the same ratio as their ownership of the
business. Personal property of a partner can be used to settle debts
of partnership. Partnerships for running clubs, dance music companies,
and clinics are examples from the square dance movement.
4. Corporations
are legal persons and may be profit or nonprofit. Profit corporations
are set up to raise capital and limit the liability of the corporate owners.
A major advantage of incorporating is that earnings can be retained (like
savings for an individual) into the next year instead of being divided up
at year end as is the case with proprietorships and partnerships. The
owners of a corporation are called shareholders, each of whom owns one or
more shares. Private and public corporations can be set up by one or
more shareholders. Public corporations have publicly trade shares on
a stock exchange. Corporations may have individuals or other corporations
as shareholders. Shareholders are only liable to the extent of their share's
value. Nonprofit corporations follow the same rules as profit corporations,
except the affairs must be carried on without the purpose of gain for its
members, and any profits other than growth to the Corporation must be used
for promoting its objectives. Some nonprofits, such as churches, universities,
etc. have huge budgets and own vast amounts of property.
Letters
Patent, Articles, By-Laws, and Regulations
5. A corporation is established by something called "letters patent".
This is a numbered document issued by a government that states, among other
things, the objectives of the corporation, the head office location, and the
founding directors. Changing letters patent requires a major effort.
The "articles of incorporation" and "by-laws" are also put in place at the
time of incorporation. Articles give in broad form the structure and
operation of the corporation, while the by-laws provide more detail on how
the organization is to be run and generally include definitions of members,
duties of officers, meetings, etc. Regulations are documents put in
place by a organization or a board after incorporation to guide its day-by-day
conduct of business.
Incorporation
of a Nonprofit Square Dance Organization
6. Square dance associations, federations, and the national Society are incorporated
under the laws of the provinces or of Canada as not-for-profit or nonprofit
corporations. There is no difference in the structure or the method of operation
of a profit or nonprofit corporation. The shareholders of a profit
corporation are replaced by members of a not-for-profit organization.
7. Again,
the main advantage of incorporating a square dance organization is to limit
the liability of members. This is especially true for larger clubs,
area associations, provincial federations, and the national Society.
If something goes wrong in a non-incorporated organizations, the personal
possessions of those in charge of the organizations can be use to settle
any debts. It would be extremely rare to extend the liability to dancers
in a nonleadership role. Liability insurance provides another level
of protection for dancers and organizations, and reduces the possibility
of a complete loss of possessions.
8. A logical
second question about incorporation is how much does it cost. If an
organization hires a lawyer, incorporation either under the Federal or provincial
laws costs about $1,000. It is quite possible for individuals to do
the incorporation work and reduce the cost to under $300. There are
ample guides and help to do the incorporation. In particular, the Self-Counsel
do-it-yourself Series contains all the information needed to do an incorporation.
It is called "Forming and Managing A Non-Profit Organization in Canada" by
Flora MacLeod. It is available from bookstores in paperback form for
about $15. Their address is International Self-Counsel Press Ltd, 1481
Charlotte Rd, North Vancouver, BC V7J 1H1.
9. As
far as objectives, articles, and bylaws are concerned, the best plan is to
request sets from like-minded organizations and pattern a new set on these.
Generally, governments have general purpose sets that can be adapted to a
wide variety of organizations. Usually existing square dance organization
will gladly provide their objectives, articles, and bylaws for information.
10. Choosing
whether to incorporate under provincial laws or the laws of Canada can be
based on whether an organization carries on business in more than one province.
The Society naturally must have Federal incorporation. Most provincial
federations, area associations, and clubs would choose provincial incorporation,
although clubs in a border city, or associations such as the Border Booster
Association operating in Quebec, Ontario, and New York State would choose
Federal incorporation.
Ontario
Not-for-Profit Incorporation and Compliance
11. If a square dance organization wishes to become incorporated under the
laws of Ontario, an application for "Incorporation for a Corporation Without
Share Capital" on the appropriate form is made to the Minister of Consumer
and Commercial Relations. The application covers:
a) the names of all the executive and directors who are
applying on behalf of the organization for a charter to be issued by Letters
Patent;
b) the objectives of the organization;
c) the Head Office of the organization.
12.
If approved, the Ministry issues a not-for-profit charter with an Ontario
Corporation number.
13.
Copies of the Corporation Information Act may be obtained from the Ontario
Government Bookstore, 880 Bay St., Toronto, ON M7A 2N8. Other information
regarding incorporation can be obtained from Ministry of Consumer and Commercial
Relations, Companies Branch, Box 1018, Station B, Toronto, ON M5T 3E6.
14. After
incorporation, there are rules to be followed. In particular, the objectives
of the organization must be not be changed. As well, a change of head
office requires considerable effort. All provinces require update information
if a change is made to the directors of the organization.
15. The
Ontario Notice of Change Form 07200 lists all current executives and directors
of the organization. It must be filed with the Ministry within 60 days
of the date of incorporation; and within 10 days after a change has taken
place in the information previously filed. The Notice of Change, Form
07200, should be mailed to Compliance Section, Companies Branch, Ministry
of Consumer and Commercial Relations, 393 University Ave, Toronto, ON M7A
2H6.
Federal
Not-for-Profit Incorporation and Compliance
16. For Federal incorporation in Canada, the general procedure
outlined above is followed. An excellent set of guides is
available from Corporations Branch, Industry Canada, Place du
Portage, Hull, PQ K1A 0C9.
17. For
Federal compliance, Form 22 is sent out annually by Industry Canada.
It must be filled out and submitted with the required annual fee, currently
$50.00. Changes in directors are listed on the form. Other questions
must be filled in to ensure changes have not been made to the objectives
of the organization.
Disclaimer
- Information Sheets
This Ontario Federation Information Sheet was prepared and approved by the
Board of Directors of the Ontario Square and Round Dance Federation.
It is intended only as a guide for dancers and club executives to help them
"get started" in handling the administrative details of a square dance organization.
The information was considered correct at the time of publication.
Suggestions or changes are welcomed by the Federation and should be sent
to the Secretary. This Information Sheet is made available by the Federation
to members and other interested parties on the clear understanding that neither
the Federation, its Board of Directors, or its staff can be held responsible
for the consequences arising from the use of this information.
Issued September 1995
Updated August, 2001
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