The board of directors of the Vancouver Pride Society (VPS) has temporarily dissolved itself after a group of past board members discovered that the VPS has not properly filed the necessary documents with BC’s Ministry of Finance since October of 2004.
The provincial corporate registry lists 11 society directors, only three of whom were active on the board at the end of the last VPS general meeting. VPS past president Shawn Ewing, who stepped down at the end of her term in late 2005, says she’s concerned that directors who remain on the registry may be legally responsible for the actions of a board of directors of which they have no current knowledge or active duties.
“We just have too much at stake,” Ewing tells Xtra West. “If something happened and it went to court, they would probably resolve the issue, but I don’t think anyone wants to be in that position. Until our names are removed from the register we want to have full knowledge of what’s going on.”
Whether or not past directors can be held legally accountable because of technicalities or paperwork errors is not clear in law. Liability would have to be decided, depending on the situation, by a judge.
VPS treasurer Carol O’Dell told the group at the Jan 22 board meeting that the documents were mailed to the province in March of 2006 but were rejected. She said the VPS didn’t get a notice about the problem because the VPS changed its mailing address.
She said when the VPS board found out about the problem, she sent the documents to the province via courier.
The registry office confirms with Xtra West that it has now received documents for both 2005 and 2006, but that there is still a problem with the 2005 submission. A registry office spokesperson says the ministry is working with the VPS to get those materials in proper order.
“We’ve submitted the documents from the 2005 AGM and we expect to hear back from the registrar’s office in the next seven to 10 days,” says VPS president John Boychuk. “In moving forward we need to ensure 2006 is cleaned up.”
And the paperwork issue is not the only reason for the temporary dissolution of the board. Even though the membership gave the VPS board a mandate and elected some new directors at the last general meeting, questions were raised at the Jan 22 meeting about the validity of those elections.
“One of the requirements is that the financial statements must be put forth at the AGM,” said Alexander Northey, a lawyer hired to represent the VPS board. “The Society Act doesn’t go on to say that if those financials are not put before the membership, and the membership decides to proceed with an election, that the election would be void. That would be for a court of law to decide.”
Although 2006 financial statements that showed a debt-free society with a surplus of $28,025 on revenues of $170,752 were presented at the last VPS general meeting, they were rejected by the membership because the VPS had failed to conduct a required financial audit. At that general meeting, the membership instructed the board to hire an independent auditor and present audited statements at a meeting to be held within four months; no later than Feb 21, 2007.
But with less than a month to go, the VPS has yet to appoint an auditor.
“I think there’s a really good chance,” says Ewing when asked if it’s feasible for the audit to be complete within a month. “Instead of one board of people we have a larger group who are focused on doing that in 30 to 35 days. It’s around the same time a general meeting was to be called anyway. We’re still in the timeframe, give or take a couple of days.”
Another order of business at that meeting will be elections for directors.
Boychuk and Ewing have agreed to co-chair what they call a “committee of the whole,” made up of past and present VPS directors. The committee will govern the VPS over the next month until a general meeting can be held to elect an unquestionably legitimate board of directors.
“The whole board will have to be elected,” says Ewing. “Because of the controversy about what was legal and what wasn’t, the board said we want verification from the community, we want to stand for election. There may be some people that step away and there may be some that the community chooses not to reelect.”
Ewing says she has no interest in standing for election, but only wants the VPS to get its house in order.
“The willingness to face reelection shows a board that is committed to transparency,” says Boychuk. “We are open to the community and recognize the fact that we have been challenged to become validated and to ensure that filings and paperwork are satisfactory.”
In the meantime, Boychuk says it’s business as usual for the VPS. He says all scheduled Pride events will carry on as planned and the directors will continue with their usual duties until the general meeting. Both Boychuk and Ewing say the kerfuffle will not impact plans for the 2007 Pride Celebration.
This is not the first time the VPS has had to deal with the effects of destabilization because of housekeeping mistakes.
In February of 2004, shortly after it managed to repay a staggering $106,000 debt, the VPS narrowly avoided dissolution for failing to file the same required paperwork with the province. Although the province has been flexible in the past, it can technically dissolve any corporation that has missed filing paperwork for two consecutive years. Without an official charter from the province, the VPS can’t legally enter into agreements, secure credit, collect grant money from The City of Vancouver, or even technically keep a bank account.