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Dunn Follows Up
April 25, 2007 permalink
The tenacious John Dunn continues his efforts to get the membership list of his local children's aid society. Following the refusal of CAS to provide the list in conformance with the law, he has followed up with a complaint to the Ministry of Government Services. Whatever the outcome, he has already demonstrated the futility of efforts to reform children's aid from within.
12-1160 Meadowlands Drive East
Ministry of Government Services
Companies and Personal Property Securities Branch
200-393 University Avenue
Toronto, ON, M5G 2M2
Date: March 25, 2007
Ontario Corporation No. 37637
Incorporation Date: 1933-05-27
The Children's Aid Society of Ottawa
La Societe de L'aide a L'enfance d'Ottawa
1602 Telesat Court
I am filing a non-compliance report with the Ministry of Government Services, Companies and Personal Property Securities Branch, Compliance Section regarding Ontario Corporation Number 37637, c.o.b. as The Children's Aid Society of Ottawa / La Societe de L'aide a L'enfance d'Ottawa, a non-share capital corporation registered with the Province under the Corporations Act, R.S.O. 1990, c. C.38, as amended (herein referred to as the Act) and its Board of Directors who together as both a corporate body and as directing minds of the corporation, committed the Offence of contravening section 307 (5) of the Corporations Act by respectively, not furnishing a list of the members of the corporation and by allowing, permitting, or acquiescing to such Offence.
On February, 05, 2007, John Dunn, a citizen of Ontario, filed in-person with Ontario Corporation Number 37637 a request for a list of the members of the corporation in accordance with section 307 (1) of the Act including the required sworn affidavit and a reasonable fee of $20.00.
The corporation retained the services of a Lawyer, Robert C. Morrow, of Burke-Robertson Barristers & Solicitors who wrote a letter to John Dunn, on behalf of the Board of Directors of the corporation, stating that they were not going to provide a list of the members of the corporation, which according to section 307 (5) of the Act is an Offence and returned the original request package without retaining a copy for their own records.
The letter included opinions of the Board members and false presumptions that John Dunn would not use the list or the information contained therein for purposes connected with the corporation, contrary to his sworn affidavit, and asserted that to furnish the list of members would be in violation of provisions of the Personal Information Protection and Electronic Documents Act (PIPEDA).
These presumptions and assertions are not valid since the sworn affidavit ensures that the requesting party only uses the list and the information contained therein for purposes connected with the corporation, and since the PIPEDA only applies to a Federal Work, Undertaking or Business, and not to a non-share capital corporation which is exclusively legislated by a Legislature of a province according to ss. 2(1)(i) & (j) of PEPEDA, which in this matter, the corporation clearly is.
John Dunn made several attempts with the Society through letters and emails to resolve the matter, and even went to far as to try and contact the Board of Directors so that he could file the request with them personally but the Society refused to accept deliveries for the Board members.
Instead, John Dunn had to find the contact information of the Vice President and the Treasurer on his own via extensive Internet research so that he could file the request with the Board members personally.
Rick O'Connor, the Vice President of the corporation, and a Lawyer, (City Solicitor for the Cit of Ottawa) told John Dunn to cease and desist from communicating with him at his place of employment, even though he had previously been informed by John Dunn that the corporation was not accepting deliveries for Board members at their offices.
All attempts to communicate with the corporation have been ignored and no action has been taken by the corporation on this matter. This all appears to be in bad faith and it is a strict liability matter, which accordingly only gives them the defences of Due Diligence and Mistake of Fact. Neither of which can be used in this case since they did not do anything to attempt to comply with the request, nor were they reasonably mistaken as to their duty to furnish the list within ten days from the date of the filing of the request with the corporation.
I would like to ask the Compliance Section of the Ministry to please inform me of what steps will be taken to ensure the corporation complies with their obligation to furnish a list of the members of the corporation in accordance with section 307 (1) of the Act.
Relevant Legislation Below: ss. 307 (1) & (5), Corporations Act, R.S.O. 1990, c. C. 38, as amended.
Where list of shareholders to be furnished
307.(1) Any person, upon payment of a reasonable charge therefor and upon filing with the corporation or its agent the affidavit referred to in subsection (2), may require a corporation, other than a private company, or its transfer agent to furnish within ten days from the filing of such affidavit a list setting out the names alphabetically arranged of all persons who are shareholders or members of the corporation, the number of shares owned by each such person and the address of each such person as shown on the books of the corporation made up to a date not more than ten days prior to the date of filing the affidavit.
307.(5)Every corporation or transfer agent that fails to furnish a list in accordance with subsection (1) when so required is guilty of an offence and on conviction is liable to a fine of not more than $1,000, and every director or officer of such corporation or transfer agent who authorized, permitted or acquiesced in such offence is also guilty of an offence and on conviction is liable to a like fine.