Thank you for the clarification Rob.

Maybe Victor will take the time to clarify why he stated that the Not-For-Profit came with added liability during the webinar discussing Rich’s proposal, as well as why he stated that the executive was 100% behind Rich’s proposal when asked during the Q&A portion of the webinar.  

I also think it would be good for the membership to understand what the merits of the proposal brought to the board were, and what numbers and data were presented to allow for a vote to move forward. It will help them understand the level of detail being used to evaluate such important decisions.

Rob Lachapelle wrote:

Hi Lena,

Just to clarify on your point #2 the current Executive unanimously voted "to bring Rich's proposal to the membership to vote on", which happened at the Feb meeting as you know, not unanimously agreeing to hand over the $50k and sole-proprietorship to him.

Cheers,

Rob

Lena Guirguis wrote:

Oh Victor…Manipulation?  Really?

Anyway, let’s get back to facts.

1. You didn’t answer the question below:  Why is it to the benefit of OREIO to restrict board positions to only residents of the Ottawa and Gatineau area?
2. HOW did the current executive come to a unanimous decision agreeing to hand over $50k to the President of the board who would in turn convert this organization into a For-Profit Corp that he is the sole beneficiary of, if you still don’t have answers to question of liabilities that face OREIO.  How did you decide the $50k would cost less than the "risk" OREIO is currently exposed?
3. If you have been concerned about board member liability, why haven’t you taken action to limit it in the last 5+ years?  If you have, why weren’t these liabilities clearly outlined, with numbers for the membership to review, as part of the presentation for the move to a For-Profit Structure?

^{Just so you are aware, I had my Corporate AND Tax Lawyers present at the 2013-2014 Elections so that they could assess the club and the way that it functions, they also read through the clubs by-laws which is how they came to the conclusion that it can be argued that OREIO has been functioning as a non-incorporated Not-For-Profit since inception, and as such all property, goodwill, monies etc.. belong to the membership and the membership alone.}

^{As for Income tax liability and HST, since legally OREIO can be viewed as a non-incorporated Not-For-Profit, and the intention of the club has never been to earn a profit, there are no annual tax filings required while it remains unregistered (this is not my belief, its the opinion of my accountant).}

^{So even today, if the membership, and the board, decide to leave things exactly as they are, so long as we are meeting the requirements of a non-incorporated Not-For-Profit, OREIO is not exposing itself to tax liability!}

^{As for the transition should the members vote to go in that direction, the VERY simple answer is this... We would start with the legal registration of the Not-For-Profit Corporation, the cash in the bank would be "paid back" to the members then used to purchase a new membership for each from the new NFP Corp (these would all be all accounting entries and not physical refunds and sales), all by-laws would be created, and necessary registrations would be complete.}

Victor Menasce wrote:

Wow. You're actually going to try and take credit for my election platform. Really?

I think OREIO members are smarter than that. They won't fall for that kind of manipulation. 

As you're well aware, OREIO executive members each have one vote. We have discussed the transition to a non-profit corporation, back in 2014 and more recently. The vote from the board was to maintain the informal structure. You and Denise MacPherson were central to those discussions at the time. 

I believe that there is potential liability in the current structure. The "club" has been collecting more than $30,000 a year in dues and is not an HST registrant. If it turns out that HST was due, including arrears, who is liable for that? If there is income tax liability, who will assume that? There is no documentation anywhere that would tie the actual ownership of the club to the members. Would the liability fall back to the executive in 2013 who recognized the issue, sought an opinion and then failed to act? Would the liability fall to the most recent executive, or the newly elected executive?

I'm not an accountant. This is not my specialty. I believe we need a formal opinion from a tax lawyer based on regulations and legal precedent. OREIO has never sought this kind of opinion. 

We need the proper professional guidance, not only on the new structure, but also on the transition from the informal club status to the non-profit corporation and any potential liabilities that might exist as a result of the previous structure. 

Hi Lena,

Just to clarify on your point #2 the current Executive unanimously voted "to bring Rich's proposal to the membership to vote on", which happened at the Feb meeting as you know, not unanimously agreeing to hand over the $50k and sole-proprietorship to him.

Cheers,

Rob

Lena Guirguis wrote:

Oh Victor…Manipulation?  Really?

Anyway, let’s get back to facts.

1. You didn’t answer the question below:  Why is it to the benefit of OREIO to restrict board positions to only residents of the Ottawa and Gatineau area?
2. HOW did the current executive come to a unanimous decision agreeing to hand over $50k to the President of the board who would in turn convert this organization into a For-Profit Corp that he is the sole beneficiary of, if you still don’t have answers to question of liabilities that face OREIO.  How did you decide the $50k would cost less than the "risk" OREIO is currently exposed?
3. If you have been concerned about board member liability, why haven’t you taken action to limit it in the last 5+ years?  If you have, why weren’t these liabilities clearly outlined, with numbers for the membership to review, as part of the presentation for the move to a For-Profit Structure?

^{Just so you are aware, I had my Corporate AND Tax Lawyers present at the 2013-2014 Elections so that they could assess the club and the way that it functions, they also read through the clubs by-laws which is how they came to the conclusion that it can be argued that OREIO has been functioning as a non-incorporated Not-For-Profit since inception, and as such all property, goodwill, monies etc.. belong to the membership and the membership alone.}

^{As for Income tax liability and HST, since legally OREIO can be viewed as a non-incorporated Not-For-Profit, and the intention of the club has never been to earn a profit, there are no annual tax filings required while it remains unregistered (this is not my belief, its the opinion of my accountant).}

^{So even today, if the membership, and the board, decide to leave things exactly as they are, so long as we are meeting the requirements of a non-incorporated Not-For-Profit, OREIO is not exposing itself to tax liability!}

^{As for the transition should the members vote to go in that direction, the VERY simple answer is this... We would start with the legal registration of the Not-For-Profit Corporation, the cash in the bank would be "paid back" to the members then used to purchase a new membership for each from the new NFP Corp (these would all be all accounting entries and not physical refunds and sales), all by-laws would be created, and necessary registrations would be complete.}

Victor Menasce wrote:

Wow. You're actually going to try and take credit for my election platform. Really?

I think OREIO members are smarter than that. They won't fall for that kind of manipulation. 

As you're well aware, OREIO executive members each have one vote. We have discussed the transition to a non-profit corporation, back in 2014 and more recently. The vote from the board was to maintain the informal structure. You and Denise MacPherson were central to those discussions at the time. 

I believe that there is potential liability in the current structure. The "club" has been collecting more than $30,000 a year in dues and is not an HST registrant. If it turns out that HST was due, including arrears, who is liable for that? If there is income tax liability, who will assume that? There is no documentation anywhere that would tie the actual ownership of the club to the members. Would the liability fall back to the executive in 2013 who recognized the issue, sought an opinion and then failed to act? Would the liability fall to the most recent executive, or the newly elected executive?

I'm not an accountant. This is not my specialty. I believe we need a formal opinion from a tax lawyer based on regulations and legal precedent. OREIO has never sought this kind of opinion. 

We need the proper professional guidance, not only on the new structure, but also on the transition from the informal club status to the non-profit corporation and any potential liabilities that might exist as a result of the previous structure. 

Oh Victor…Manipulation?  Really?

Anyway, let’s get back to facts.

1. You didn’t answer the question below:  Why is it to the benefit of OREIO to restrict board positions to only residents of the Ottawa and Gatineau area?
2. HOW did the current executive come to a unanimous decision agreeing to hand over $50k to the President of the board who would in turn convert this organization into a For-Profit Corp that he is the sole beneficiary of, if you still don’t have answers to question of liabilities that face OREIO.  How did you decide the $50k would cost less than the "risk" OREIO is currently exposed?
3. If you have been concerned about board member liability, why haven’t you taken action to limit it in the last 5+ years?  If you have, why weren’t these liabilities clearly outlined, with numbers for the membership to review, as part of the presentation for the move to a For-Profit Structure?

^{Just so you are aware, I had my Corporate AND Tax Lawyers present at the 2013-2014 Elections so that they could assess the club and the way that it functions, they also read through the clubs by-laws which is how they came to the conclusion that it can be argued that OREIO has been functioning as a non-incorporated Not-For-Profit since inception, and as such all property, goodwill, monies etc.. belong to the membership and the membership alone.}

^{As for Income tax liability and HST, since legally OREIO can be viewed as a non-incorporated Not-For-Profit, and the intention of the club has never been to earn a profit, there are no annual tax filings required while it remains unregistered (this is not my belief, its the opinion of my accountant).}

^{So even today, if the membership, and the board, decide to leave things exactly as they are, so long as we are meeting the requirements of a non-incorporated Not-For-Profit, OREIO is not exposing itself to tax liability!}

^{As for the transition should the members vote to go in that direction, the VERY simple answer is this... We would start with the legal registration of the Not-For-Profit Corporation, the cash in the bank would be "paid back" to the members then used to purchase a new membership for each from the new NFP Corp (these would all be all accounting entries and not physical refunds and sales), all by-laws would be created, and necessary registrations would be complete.}

Victor Menasce wrote:

Wow. You're actually going to try and take credit for my election platform. Really?

I think OREIO members are smarter than that. They won't fall for that kind of manipulation. 

As you're well aware, OREIO executive members each have one vote. We have discussed the transition to a non-profit corporation, back in 2014 and more recently. The vote from the board was to maintain the informal structure. You and Denise MacPherson were central to those discussions at the time. 

I believe that there is potential liability in the current structure. The "club" has been collecting more than $30,000 a year in dues and is not an HST registrant. If it turns out that HST was due, including arrears, who is liable for that? If there is income tax liability, who will assume that? There is no documentation anywhere that would tie the actual ownership of the club to the members. Would the liability fall back to the executive in 2013 who recognized the issue, sought an opinion and then failed to act? Would the liability fall to the most recent executive, or the newly elected executive?

I'm not an accountant. This is not my specialty. I believe we need a formal opinion from a tax lawyer based on regulations and legal precedent. OREIO has never sought this kind of opinion. 

We need the proper professional guidance, not only on the new structure, but also on the transition from the informal club status to the non-profit corporation and any potential liabilities that might exist as a result of the previous structure. 

This is a very interesting viewpoint:

1.  If I had not "parachuted" in back in Feb you would NOT be talking about implementing a Not-For-Profit structure as part of your bid for president.... you would still be telling this membership that based on the recommendations of Lawyers and Accountants, OREIO belongs to no one and that the money in the bank belongs to no one and should be handed over to the person who is willing to take on the risk and convert this organization into a For-Profit model.  If I'm wrong please tell me why you didn't implement the Not-For-Profit back in 2014 as you stated in your email correspondence with my husband (email can be provided as a memory refresher if needed).

2.  You just questioned Tony about limiting the number of years an executive can run, saying it makes no sense to forcibly retire  capable people who are willing to invest their time, yet you want to add geographical restrictions in order to prevent capable people from contributing to help move this organization forward. Can you please explain how this would actually help OREIO? It's not like we are living in a time where we have the ability and technology to manage operations from a distance right?! 

3.  I own multiple businesses that operate in Ottawa including a Property Management Firm.  Before the lockdown, I spent anywhere from 3-6 days a month in the city, my husband and I both work full time in our businesses and have the ability and flexibility to extend our stay at any time if needed. So, unless there is going to be more than a week's worth of work that requires my physical presence what exactly is the issue?

I also own investment properties in the Ottawa Valley and the surrounding areas in case you feel my geographic location may not allow me to understand the local market since we have had such a locally focused group the last few years...

I understand that you have done your best to turn OREIO into a very different organization.  Some changes have been great, yet somehow the same issues that we faced 6 years ago are the same fundamental issues your team has been voicing.

Victor Menasce wrote:

Lena, you've been absent from OREIO for years. You don't even live in Ottawa. 

Somehow you're going to parachute in and save the day from those local people?  You're basing your views on an organization that you have a faded memory of from six years ago.  OREIO has evolved. 

I believe that executive participation should be only open to residents of the Ottawa or Gatineau region. Currently there's nothing in the bylaws that restricts non-residents from running for office. I suppose the founders never anticipated that possibility. 

Hi All,

It appears that my comments on a previous post have caused some confusion about where I stand regarding hiring staff.

Please take a look at this video to get a better idea of where my thoughts are and why I don't believe our current numbers will allow for this.

If you have any questions you'd like to ask off line feel free to shoot me off an email lena@nvpm.ca

Watch video...