The committee met at 7:01 p.m.

Election of Chair and Deputy Chair

J. Arril (Clerk of Committees): Good evening, everyone.

As this is the first meeting of the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills in the fifth session of the 42nd parliament, it is my honour, as Clerk of Committees, to oversee the election of a Chair.

Is there a nomination for the Chair?

B. Anderson: I would like to nominate MLA Yao.

J. Arril (Clerk of Committees): Henry, do you accept the nomination?

H. Yao: Yes.

J. Arril (Clerk of Committees): Any other nominations? Any other nominations? A third and final time.

The question is that Henry Yao take the role of Chair for this committee.

Motion approved.

[H. Yao in the chair.]

J. Arril (Clerk of Committees): Congratulations, Chair.

H. Yao (Chair): Thank you.

It is now my responsibility, as Chair, to oversee the election of the Deputy Chair.

Are there any nominations from the floor?

N. Letnick: I nominate Michael Lee.

H. Yao (Chair): Thank you.

Michael, do you accept the nomination?

M. Lee: I do.

H. Yao (Chair): Any other nominations? Any other nominations? A third and final time, are there any other nominations for Deputy Chair?

The question is that Michael take the role of Deputy Chair.

Motion approved.

H. Yao (Chair): Congratulations, Deputy Chair.

Examination and Recommendation
of Revised Statutes

CIVIL FORFEITURE ACT

H. Yao (Chair): Today the committee is examining the revision of the Civil Forfeiture Act, pursuant to the Statute Revision Act, and a private bill, Bill Pr401, intituled the Vancouver Foundation Act.

Regarding the first agenda item, the statute revision, we will first hear from officials from the office of legislative counsel, which is the Ministry of Attorney General, and the Ministry of Public Safety and Solicitor General, who will explain the statute revision process to the committee and will walk members through the statute revision. Following this, members will have an opportunity to ask ques­tions.

With that, I will turn it over to the officials from the office of legislative counsel to get us started.

Jeff, perhaps you would like to introduce yourself and your colleagues.

J. Loenen: Thanks, Chair and Members.

My name is Jeff Loenen. I’m deputy chief legislative counsel with the office of legislative counsel. I’m joined today by a colleague from my office, as well as a colleague from the Public Safety and Solicitor General’s office.

Maybe they can introduce themselves.

N. Farahzadeh: Hello. My name is Niloo Farahzadeh. I am a statute revision coordinator from the office of legislative counsel.

F. Di Stefano: Hello. Federica Di Stefano. I’m a senior policy analyst with the civil forfeiture office at the Ministry of Public Safety and Solicitor General.

[7:05 p.m.]

J. Loenen: This is my first time, actually, appearing before the standing committee with a revised statute for consideration and review. I understand it might be some members of the committee’s first time that you’re considering a revised statute as well.

What I’d like to do is just briefly give an overview of the statute revision process — happy to answer questions about that — as well as a bit of an overview of the process we undertook for the revised Civil Forfeiture Act. Then we can proceed to review the revision and answer any questions that arise.

Why is statute revision necessary? I think it’s a good question. This House has been enacting laws for over 125 years now. As you know because of your work, you’ll appreciate that when an act is first introduced in this House — a new act, a standalone act, a fresh principle act — it’s drafted in accordance with the drafting standards of our office of the day. It’s coherent. It’s well-organized. And it’s easily understood and readable by those that administer the statute and those that are governed by the statute.

But of course, many of the bills that are introduced in this House are amending bills. They’re actually amending existing statutes. Over time, as the policy changes in the original act, new policy ideas come forward. New processes are enacted and that sort of thing. Amending bills are introduced to amend existing statutes.

As a result of that, over time the statute starts losing its coherence. You might have new sections that are introduced into the statute, and because of where the new sections need to appear, they’re often wedged, if you will, between existing provisions. So we have to give them decimal numbering. New sections get decimal-numbered.

You might have to, as a result of an amendment, remove an existing provision. So you repeal the provision. If you look at some of the older statutes, you’ll see a notation made in B.C. Laws or in your published statutes, where it’s subsection 2, or section 4 is repealed, and there might be a little notation there. The substance of the section is no longer there, but there might be a little notation to the act that repealed that provision.

Of course, if that carries on for a period of time, then the statute starts losing its coherence and its readability. You have gaps in the statute, as well as, in the case of the Civil Forfeiture Act, significant decimal numbering of provisions, whether it’s parts, divisions, sections and subsections. So readability is compromised as well.

There are not many instances…. What do we do with an amending bill? The amending bill usually is introducing or addressing a very specific policy objective, and the amendments brought forward by the amending bill are limited in nature. They’re usually just intended to address the new policy. There might be some consequential amendments, but the rest of act and its structure remain as it was.

There are really very few instances or…. Year over year, there are probably one or two instances where the entire act might be repealed and replaced. That, of course, is an opportunity to revisit the entire structure of the act. The House is currently considering Bill 21, Legal Professions Act. It’s an example where government has undertaken the necessary work to review and update and revise the policy underlying the entire statute. That’s an opportunity to repeal and replace the statute as a whole.

But in many instances of the amending bills that come before the House, there is much more limited objective. There’s not a repeal and replace of the statute every time, if you will. In most instances, there are limited amendments. As I said at the outset, therefore, over time, especially for larger statutes, the statutes start losing their coherence.

For many years now, 125 years, there has been a process set out under the Statute Revision Act, which allows the statute book to be cleaned up, if you will, over time to address the lack of organization or coherence or readability of statutes that occurs. It doesn’t have to go formally before the House in terms of a new act. Rather, the Statute Revision Act itself sets out a process.

The work of this committee is very much part of that process as well. A review by this committee ensures that the House is engaged in the revision process, but the revised act is not actually passed in the same way that a bill is enacted by the House.

[7:10 p.m.]

Of course, because it’s a different process, the goals of a revision are limited. When our office undertakes a statute revision, there are certain matters that we can address. They’re identified in the Statute Revision Act, but the prime directive, if you will, is not to actually change the legal effect of the act. The revised act is intended to address housekeeping matters, to clean up the statute book with­out changing its legal effect.

If the act is to be given a different legal effect, then it’s not within the scope of a statute revision to do that. That requires an amendment properly introduced in a bill in the House, for the House to debate and deliberate on that and, ultimately, pass or not pass the proposed amendment, so the statute revision process is a limited one. It’s only intended to address matters of drafting and coherence of the statute, not to change its legal effect.

As you may know, the process historically, or traditionally, has been a general revision. In the entire statute book, all the statutes enacted, in force at the time, are revised at the same time. But as you can appreciate, with the growth of the statute book, that has become an increasingly challenging and daunting process and task.

Since 1996 or so, we have undertaken limited revision. Single acts, or portions of acts, are revised on their own, and that’s the nature of the act that’s before the committee tonight. It’s just a single statute, not even, relatively speaking, a particularly old statute. It was enacted in 2005. As I’ll outline further in a moment, it has been amended significantly in that relatively short period of time, resulting in a significant number of decimal-numbered provisions in the act. It seemed like a good candidate for revision, a limited revision.

In some ways, even a limited, limited revision — in the sense that we did not, in the course of this revision, have reason to revisit outdated language or language that was enacted in 1970 or 1940 and really warranted a more extensive revision that some of the members of the committee would have seen…. The Workers Compen­sation Act, the Local Government Act are relatively recent examples of more thorough revisions.

That wasn’t the case in the Civil Forfeiture Act. It was first enacted in 2005. So in terms of our drafting standards, the statute and the language it uses is relatively current. Its primary defect is the significant decimal numbering of its provisions.

I’ve given a bit of an overview of the general revision process and how it’s evolved over the years. I want to speak briefly to the revised statute that’s before the committee and then answer any questions the committee may have.

As I mentioned, the Civil Forfeiture Act was enacted in 2005. It was quite significantly amended a number of times — 2008, 2010, 2011, 2019 and most recently in 2023 when this House introduced, amongst other things…. I think it was introduced as division 1.1 of part 3, unexplained wealth orders, which was a significant new policy objec­tive introduced into the act.

A significant number of amendments over that period of time resulted in a significant number of decimal numbering in the provisions. The act went from 45 sections, when it was first enacted in 2005, to over 90 sections now. So it almost doubled in size and all of those provisions had to be, as I say, kind of wedged into the existing structure through the use of decimal numberings.

The primary purpose of the revised Civil Forfeiture Act is to address the numbering issue. The second matter that we addressed is the use of descriptors. These are italicized, bracketed text following cross-references. It’s a standard practice of our office to use descriptors, especially in longer statutes.

[7:15 p.m.]

It’s really an aid to assist the reader of the statute to understand what the cross-reference is to, its subject matter, and facilitate readability of the statute. As part of the revision process, we inserted descriptors through all the cross-references.

One of the things we chose not to address was the organization of the act itself. As you may know, with some of the older acts, we use the revision process to significantly restructure or reorganize the statute. In the time frame we were working with, with this particular project and…. I mean, we didn’t have enough time to revisit the…. It wasn’t just a timing concern. The overall structure, as I said, is relatively recent in some ways, and, despite the amendments, is still organized in a relatively coherent and readable fashion. But we made a decision during the revision process not to revisit the organization.

I’ve kind of rushed through a little bit of the general process as well as the Civil Forfeiture Act itself, but I’m happy to take any questions about the general process, as well as the revision itself. The material you’ll have in front of you will have the proposed revised Civil Forfeiture Act, as well as a red-line draft of the current act, which indicates, through red-lining, the nature of the revisions that are being proposed.

I’d be happy to address any questions.

H. Yao (Chair): Thank you so much, Jeff. We really appreciate your presentation. Do committee members have any questions?

Thank you, Members. It is now our responsibility as a committee to consider what we have heard. We must determine whether we approve the revision to the Civil Forfeiture Act and recommend that it be brought into force. Is there any discussion about statute revisions?

M. Lee (Deputy Chair): I understand that the red-line has been provided to the committee on SharePoint and that the amendments as indicated in the red-line are all as you described them to be. Obviously, in the view of your legislative counsel office, to this committee, it meets the requirements of sections 3 and 4 of the Statute Revision Act.

So there are no material, substantive amendments being captured within the red-line that would cause a different process to be done within the House. These are strictly of a housekeeping nature and therefore appropriate for this committee to approve in the form that they’re provided to the committee.

J. Loenen: That’s right.

F. Donnelly: Just to follow up on Michael’s question, can you give us an example of some things that you have changed or that have changed?

J. Loenen: Well, I mentioned, apart from the numbering…. Let’s see. I’ll take you to…. This would be a drafting example, a drafting style that’s changed. If you can go to — I don’t know what tab it is in your materials — page 14 of the red-line, there are two examples. It’s the new numbered section 12, and there are two instances in subsection (2) and subsection (5) where the changes there really reflect our current drafting style.

We’re going to enumerate a number of provisions referenced in another statute. Setting them out in a list format with the descriptors following the provisions aids the reader, again, to understand that when we refer to these other provisions, in this case of the Personal Property Security Act, these sections, when we insert the descriptors….

If we inserted descriptors at the front end of the section, it would become quite cumbersome to read. Moving them to the end of the provision in what we would call a paragraph list format allows the descriptors to be added in a way that enhances readability on the part of the reader.

That’s an example of a drafting change that you’ll see. The renumbering…. You’ll see, for example, if you just turn to page 17, a repealed provision in the new section 17.

[7:20 p.m.]

Subsection (1) is repealed, so it gets removed, and the next two subsections are just renumbered (1) and (2). I think the only…. No, it’s not the only one. There’s a reference to powers, duties and functions, which is the trilogy that we would, in our current practice, order that way.

In the current act before the revision, they were ordered in a slightly different way. Again in a very minor way, we’ve corrected some of the drafting to reflect our current standards. In this case, because it’s a relatively recent act, for some of the provisions — for example, the part on unexplained wealth orders, introduced a year ago — the drafting in that particular division would have, insofar as possible, been adherent to our current drafting standards.

M. Lee (Deputy Chair): To follow the line of inquiry, in the section references changes that I see, for example, on page 11…. The shift from notice of interest published under section 23.04 to section 76 — these are just shifts that occur because of what? Why is that section reference changing? Is it because they’re new?

J. Loenen: If the member can take me to….

M. Lee (Deputy Chair): On the red-line, I’m just looking at page 11, for example.

J. Loenen: Yes.

M. Lee (Deputy Chair): It’s on the red-line, new subsection 8(1)(c). I’m just picking an example.

J. Loenen: Right. What the statute revision coordinator did in this case…. As I mentioned at the outset, the act essentially started out with 45 sections, and it went to more than 90 sections, but it was all through decimal numbering. On the change, for example, where 14.04 is struck out and 32 is substituted, the act was essentially renumbered from the beginning to the end, and what used to be 14.04 is now 32. There are two concordances in your materials, where the numbering of the current act is matched with the numbering in the revised act and vice versa.

If you wanted to check our work, for example, you would use that to find out that 14.04 is in the current act and that in the new act it will be 32. Then the addition of the italicized text is the addition of the descriptor that I mentioned. That’s just identifying to the reader, for what is now going to be 32, what the subject matter of that section is. Well, that has to do with a notice of forfeiture under part 4.

F. Donnelly: One last question. What’s the weirdest thing you’ve found in this act?

J. Loenen: Any suggestions?

While you’re thinking of that one, it’s not weird so much, but it may be of interest to the committee. We, as a rule of thumb, can accommodate…. I’ll just talk about decimal numbering for a minute. Decimal numbering is okay. Legally, it’s certain. You add in a provision like 22.002. That’s an existing provision, and it has meaning. You can identify, and we have a way, when we’re drafting, of identifying and adopting a method for determining what the numbering should be, but at some point, it almost becomes unintelligible.

In three decimal points, you’re almost approaching the point of it becoming very challenging to the reader to understand and facilitate the difference between…. For example, if you were to now add a new provision — let’s say a subsequent bill is brought forward — and logically, it makes sense, for organizational reasons, to put the new provision between two provisions that have three decimal points, you’re forced to adopt a numbering scheme that now has four decimal points. It just goes on from there. Again, a subsequent amendment might try to insert a new provision.

At three decimal points, you really start having readability issues. That’s a bit of a threshold or a flag for our office. When this act was amended in 2023, it caught our attention, if you will, that it was starting to really suffer, from a readability point of view, just from the sheer decimal numbering.

[7:25 p.m.]

N. Farahzadeh: Yeah, this one was fairly simple. There wasn’t anything extremely out of place here, but one that was really interesting to me was inline definition. There had previously been two definitions in a list format. However, one had been repealed, leaving one with a single definition that was in list format. That one was changed so that it was made to be an inline definition.

F. Donnelly: I appreciate that.

H. Yao (Chair): We move on. Thank you, Members.

Committee Report to the House

REPORT ON EXAMINATION AND
RECOMMENDATION OF REVISIONS TO
CIVIL FORFEITURE ACT

H. Yao (Chair): It is now our responsibility as a committee to consider what we have heard. We must determine whether we approve the revision. If members are comfortable proceeding, there are four motions before us.

The first motion is that a committee approve the revision and recommend that it be brought into force.

M. Lee (Deputy Chair): I move:

[That pursuant to section 4 of the Statute Revision Act, the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills approve the revision of the Civil Forfeiture Act and recommend that it be brought into force at a time the Lieutenant Governor in Council specifies by regulation.]

H. Yao (Chair): Any debate on the motion?

Motion approved.

H. Yao (Chair): The second motion is that the committee authorize the Chair to endorse the committee’s approval of the revision on the title page and advise Her Honour the Lieutenant Governor of the committee’s decision. Is a member prepared to move a second motion?

F. Donnelly: I move:

[That the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills authorize the Chair to

(a) endorse the Committee’s approval of the revision of the Civil Forfeiture Act on the title page of the revision; and

(b) advise Her Honour the Lieutenant Governor of the Committee’s decision to approve the revision of the Civil Forfeiture Act and recommend that it be brought into force.]

H. Yao (Chair): Any debate?

Motion approved.

H. Yao (Chair): The third motion is that the committee adopt its report regarding the statute revision and authorize the Chair and the Deputy Chair to work with staff of the committee to finalize any minor editorial changes. Is there a member prepared to move a third motion?

B. Anderson: I move:

[That the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills adopt its report regarding the revision of the Civil Forfeiture Act as presented today, and authorize the Chair and Deputy Chair to work with staff of the Committee to finalize any minor editorial changes to complete the supporting text.]

H. Yao (Chair): Any debate on the motion?

Motion approved.

H. Yao (Chair): The fourth and final motion: the committee authorizes me as the Chair to present the report regarding the statute revision to the Legislative Assembly.

N. Letnick: I move:

[That the Chair present the report of the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills regarding the revision of the Civil Forfeiture Act to the Legislative Assembly at the earliest possible opportunity.]

Motion approved.

H. Yao (Chair): That concludes our consideration of the statute revision. We will now take a brief recess so that we can prepare for the next agenda item, which is consideration of a private bill.

The committee is now in recess.

The committee recessed from 7:30 p.m. to 7:39 p.m.

[H. Yao in the chair.]

H. Yao (Chair): I will now call the committee back to order.

We will now consider Bill Pr401, Vancouver Foundation Act.

Consideration of Private Bills

BILL Pr401 — VANCOUVER FOUNDATION ACT

H. Yao (Chair): For the benefit of committee members and our guests, I will provide a brief outline of the format for this agenda item.

[7:40 p.m.]

First, we will hear from Suzie Seo, the Law Clerk and Parliamentary Counsel, who will provide us with an overview of the rules of our committee as it relates to private bills. Then the sponsor of the bill will have an opportunity to provide remarks, followed by the applicant of the bill.

With that, I will now turn to Suzie.

S. Seo (Law Clerk and Parliamentary Counsel): Good evening, Members. I am happy to provide a briefing on the role of the select standing committee in considering private bills.

During the current parliament, this committee has met to consider four private bills regarding the United Church of Canada, Sea to Sky University, St. Mark’s College and the Vancouver Foundation, which is again before you this evening, so I will keep my remarks short.

Like public bills, private bills may amend an existing law or enact a new one. However, they differ from public bills in that private bills relate to a particular interest of a specific group or entity and affect only that specific group or entity and not the general population as a whole. Unlike a government bill or a private member’s bill, which, once introduced, is deemed to be in the possession of the House, a private bill belongs to the applicant or petitioner. It neither belongs to the House nor to the member sponsoring it.

Applications for private bills are submitted to the Office of the Clerk, where the components are reviewed by the Law Clerk, me, and verified against requirements provided for in the standing orders. However, in practice, both the sponsor of a private bill and the applicant consult with the Law Clerk early in the process to ensure that the bill is presented in proper form and that the necessary procedural and administrative steps are followed. The Law Clerk is also required to provide the draft bill to the office of legislative counsel, which ensures that the draft bill is prepared in accordance with current legislative drafting standards and style.

Once the application for a private bill has been certified by the Law Clerk as having met all of the requirements under the standing orders, the private bill is introduced and read a first time in the House. It is then automatically referred to this committee. This is a unique process specific to private bills, and the reason why this committee is meeting here today.

As required by the standing orders, the purpose of today’s meeting is to determine if the preamble to the bill, which is a statement that establishes the context of the bill and explains its object and meaning, has been proven to the committee’s satisfaction. The committee hears from all individuals or organizations concerned and, following deliberations, reports to the Legislative Assembly on whether or not it is satisfied that the statements contained in the bill’s preamble are true, thus determining whether the bill will proceed.

The committee may also make amendments to the bill or may report that the preamble was not proven and recommend that the bill not proceed. Once the deliberations of this committee have concluded, and should the Chair report favourably to the House, the bill will then be placed on the orders of the day for second reading and be available for debate and consideration by all members as it proceeds through the usual remaining legislative stages. If passed, it will be presented to Her Honour for royal assent.

Unless committee members have any questions, I would be pleased to now speak to the application and certification of the private bill before you, Bill Pr401, Vancouver Foundation Act.

H. Yao (Chair): Thank you, Suzie.

Do committee members have any questions for Suzie at this stage?

M. Lee (Deputy Chair): The emphasis on the preamble is the focus for the committee at this stage. If you could just go back over the further stages after the decision and review of this committee. What are the further stages?

S. Seo (Law Clerk and Parliamentary Counsel): Should this committee prove the preamble true to its satisfaction, in that language — I’m using that language because it is what is found in the standing orders — then the Chair will report back to the House.

Upon doing so, the bill will then proceed to the remaining stages, which are second reading…. It would then, upon being read a second time, be committed to a Committee of the Whole House for consideration clause by clause. Should that step also be passed, then it would come before the House and be eligible for third reading and then, ultimately, for royal assent, should the bill be read a third time.

[7:45 p.m.]

B. Anderson: Let me know if I should be asking this at a later time. My question is just about…. Why does the Vancouver Foundation need its own legislation? Why wouldn’t it be covered under other legislation? Why wouldn’t we just be repealing the previous legislation, and it would be covered under, presumably, something else that other non-profits and charities are under in British Columbia?

S. Seo (Law Clerk and Parliamentary Counsel): The Vancouver Foundation has its own act. It is by virtue of its own act that it was incorporated under the laws of British Columbia. The Vancouver Foundation, like other bodies that I mentioned that have previously come before the House and to this committee in particular, are what we call — well, it’s a bit archaic — creatures of special acts of parliament or acts of the Legislature.

I’m speaking generally. It is possible for these bodies to be incorporated and governed by other statutes in the province. However, historically they came before the Legislature, they came before parliament to seek special privileges, powers under the law that are specific to what it requires in order for it to carry out its objectives. So that is the history of private bills like this in the province.

Also, some members will be familiar with federal private bills, as well, that have enacted railways and some churches and charitable organizations. Typically, those are the common categories of bodies of entities that are governed by a special act of parliament.

H. Yao (Chair): Suzie, would you like to continue?

S. Seo (Law Clerk and Parliamentary Counsel): Yes, thank you, Mr. Chair.

Again, in order for the private bill application to proceed, there are certain requirements, as outlined in the standing orders, that must be met. In respect of this private bill before you, I can report the following. The application was received on March 4, 2024, by the Office of the Clerk, meeting the deadline for petitions for private bills, which was March 5. The petition outlining the purpose of the bill was received. The advertising requirements were satisfied with ads placed in both the B.C. Gazette and the Vancouver Sun newspaper, and a statutory declaration stating the same has been received.

There is a fee of $500 that is required under the standing orders, and that, too, has been paid and processed. The office of legislative counsel did receive and review and contributed to the bill that has been introduced and read a first time that is before you. It has been, of course, printed by the King’s Printer. I, as Law Clerk, certified the application for the bill to proceed, and it was introduced and read a first time by MLA Dykeman on May 1.

Lastly, a notice of this meeting was made public and available both on the Legislative Assembly’s website, and it was posted in the Speaker’s Corridor. I’m sure all members and members of the public have seen that notice.

Now that concludes my remarks on the application. Again, I’d be pleased to answer any questions that members may have.

H. Yao (Chair): We will move forward with the consideration of Bill Pr401.

I will now ask the sponsor of the bill, my colleague MLA Megan Dykeman, if she has any remarks.

M. Dykeman: Thank you, Chair, and thank you, committee members, for the opportunity to be here tonight. It’s an honour to be the sponsor of this private bill and to be back here again with another bill for the Vancouver Foundation, joining Kevin McCort and Sarah Kim today from the Vancouver Foundation.

As many of you know, the Vancouver Foundation is one of Canada’s oldest and largest community foundations and is a valued partner in supporting the charitable and non-profit sector. In 2023, it distributed over $143 million to charities and non-profits across British Columbia.

The Vancouver Foundation seeks to update and modernize the act that governs it. While the charitable objects of the 80-year-old organization will remain the same, these changes will help the foundation to better meet its provincial mandate and vision for healthy, vibrant, equitable, inclusive communities across British Columbia.

Updates include the removal of nominee positions on the board, making the community foundation’s governance more democratic and representative of British Columbia, and conferring more flexibility to flow donations made without instructions from donors where they are needed most.

[7:50 p.m.]

Thank you again for the opportunity to speak to this bill. As I mentioned, it’s an honour to be the sponsor for it as the Parliamentary Secretary for Community Development and Non-profits.

That concludes my comments today.

H. Yao (Chair): Thank you, Megan.

Now we’ll hear from representatives of the Vancouver Foundation.

Kevin McCort, perhaps you would like to introduce your colleagues as you start your comments.

K. McCort: Yes, thank you. I’m really pleased to be here with the committee, and my thanks to the parliamentary secretary for being our sponsor, to committee members for your attention, and to the Clerk and her office for their support.

As I mentioned, my name is Kevin McCort. I’m the president and CEO of the Vancouver Foundation, and I’m accompanied by Sarah Kim, who’s a manager in our advocacy and communications department. Sarah’s been with the Foundation for a number of years in a number of capacities and is ably supporting me. Online, we’re supported by our vice-president of engagement and our legal counsel. We have two people online as well. You can see them there: Michael Blatchford and Kate Hammer. I really appreciate the chance to talk to you.

I was here last year when we sought an amendment to the Vancouver Foundation Act, also supported by the parliamentary secretary. You may be wondering why we’re back again. The main reason is that last year, when the markets were in turmoil, we identified a number of things in our act that we wanted to update. There was one that was actually quite important, and that was the amendment to the reserve amount.

We came to you with a specific amendment to ensure that in times of market turmoil, the foundation would be able to grant. We felt that one of the most significant risks that we faced at the time was to have an act that prohibited us, or constrained our ability, to grant from our endowment. We sought one, single amendment last year, which was an amendment to our reserve amount, to enable us to grant. That was approved.

Meanwhile, we were also working on a more substantive review of the act to do a number of the things that the parliamentary secretary mentioned, to update our governance structures so that the board has the authority to appoint its members in the manner that it sees fit. Also, a number of changes in the act to ensure that we were able to receive gifts. It’s a particular clause. The parliamentary secretary mentioned it as well.

In the past, when a gift came to the foundation with no instructions, it was automatically endowed. The board would like to change that so that when a gift comes to the foundation as unrestricted, the board is able to use it where it sees most fit, which could include endowment. It could include immediate distribution. It could include other options.

There is a series of recommendations in the bill that gives the board greater flexibility to deal with resources that come under its control. But there are a number of parts in the act that do not change significantly. Our charitable objects remain the same. They’ve served us well. The language is a bit outdated, but the charitable objects are also approved by the Canada Revenue Agency. Changing our objects in our act would also mean changing them with CRA, and we felt that that was unnecessary to take on.

Also, the act maintains our dual mandate, which is as the community foundation for Vancouver, but also a foundation that supports all of British Columbia. It also retains some of the privileges that we have in terms of being able to manage money for other charities, money that we don’t necessarily have to own.

So there is a series of parts of the act that are changing and significant parts of it that remain the same. We hope that we can answer any of your questions about the nature of the changes and the substance.

I don’t know if there are other points I need to make, but I’m happy to turn it over for your questions.

H. Yao (Chair): Do we have any questions?

B. Anderson: Thank you very much, and thank you for pointing out some of the archaic language. I had asked about that, so I do appreciate having more clarity around that.

My question, and I’m not sure who’s going to be the person to answer it, is: is it typical that a board appoints its own board members?

What’s the process if there’s, say, a dysfunctional board, or there’s some sort of unethical behaviour that the board is conducting, if there’s no sort of oversight of that board or a democratic process?

K. McCort: In my experience…. I’ve been working in the charitable sector now for 35 years.

[7:55 p.m.]

I’ve seen all types of boards. Boards that have members that elect the board. Boards where the board renews itself, that it is its own board. So those governance models are why…. There are really those two dominant types.

If a board becomes dysfunctional in any way or form…. One of the main controls is through the Canada Revenue Agency, as the regulator of the charitable sector. The CRA’s process is largely a complaints-driven process. So if somebody sees an organization that they feel is not meeting its mandate, then the process is to, essentially, engage with the regulator, the Canada Revenue Agency, who then has the power to audit and, if necessary, revoke the charitable standing of an organization.

If a charity is revoked…. The CRA also has processes in terms of the redistribution of those assets so that they remain being used for charitable purposes.

F. Donnelly: Okay. Thank you very much.

I think you spoke about the reserve amounts and your governance and receiving money on behalf of other organizations and receiving gifts.

Megan mentioned the nomination process. I’m wondering if you could maybe elaborate a little bit about that.

K. McCort: Our board now has…. The act contains provisions of between ten and 18 members.

The act currently stipulates that four of those positions are held by nominees. One is the Chief Justice of the Supreme Court of B.C. Another is a representative of the Chartered Professional Accountants of B.C. A third is the Law Society of British Columbia. The fourth is the United Way.

Over 80 years, the nominees have changed quite significantly. At one point, the pacific bankers association was a nominee. At another time, the Insurance Brokers of B.C. was a nominee. The nominee positions have changed.

This revision seeks to remove nominees from our governance structure for two reasons. We’re seeking a governance structure where the board has the ability to identify its members based on the priorities that it sees in the province. They may or may not come from those institutions, but the act now insists that they do.

The board would like the flexibility…. In fact, if the board feels that it needs legal and accounting and judicial expertise, it can seek those candidates through its application process. The board, then, on an annual basis, reviews its members, reviews its terms and appoints new members, as necessary.

M. Lee (Deputy Chair): Just so we can understand, given the nature of the other questions by the MLA colleagues, just as we look at the recital, the preamble…. The third preamble speaks to the new act. Just as we pick up….

I’d ask you to speak to the clarification around capacity. I’d suggest right now that we continue to focus on governance, just because that has been the focus today. I will come to capacity and the continuance of the foundation.

On governance itself, are there other substantive changes to the governance provisions in the new act?

K. McCort: Yes. One of the substantial ones, and this is where I may call on Michael Blatchford to provide more explanation, is the powers of a “natural person” being conferred on the foundation.

As I understand the act…. In the past, it did not confer that power to the foundation. So the powers of the foundation had to be listed out in the act. Whereas, under natural person’s capacities, you don’t have to list the powers. The act is more used, in some cases, to provide limits on an organization.

This is, actually, a bit of a blend. There are still pieces left in the act that identify what we can do, even though under a strict natural person interpretation that may not be necessary. We wanted those provisions there partly for continuity. So people can see explicitly what our powers are rather than leave them to interpretation.

Natural person is one significant piece of change. The nominees is the second one. The other part is….

A lot of what was in the act is now going to move to our bylaws. Part of the reason there is…. If we do seek a change, it’s easier for the board to amend its bylaws than for us to come and take up the time of this committee. So we’ve identified areas where parts of the governance structure can and should move to bylaws where it’s more appropriate than dealing with in legislation.

I may ask Michael if he has anything to add to that or correct. I’m certainly not above correction.

[8:00 p.m.]

H. Yao (Chair): Michael, do you have any follow-up?

M. Blatchford: Good evening, Members. If I may add a few words.

Mr. McCort is correct in that one of the changes here to the capacity of the Vancouver Foundation is to provide it the legal capacities of a natural person, which is lacking in its current legislation.

In the current legislation, it only has those legal powers as are expressly listed. In the new legislation, the proposed bill that we’re looking at tonight, it includes, first, the legal capacity of a natural person. It then, as Mr. McCort has explained, further lists several specifics of those capacities for transparency and clarity, as opposed to those being the sole powers of the organization.

With regards to other governance matters, I would also point out briefly that the new legislation imports the eligibility of directors, the qualifications of directors from other corporate statutes that are present and active in British Columbia. These can be found in section 7.2 — things such as an age limit, a residency requirement, having been not found by any court of being incapable of managing one’s own affairs, not being an undischarged bankrupt, not being convicted of certain criminal offences that relate to corporate acts or fraud.

M. Lee (Deputy Chair): I have one more follow-on, which I mentioned earlier. I think that deals with clarifying capacity and providing for governance.

Back to my original point about the need to have words in the preamble, which are “continues the Vancouver Foundation.” Can I ask either yourself, Mr. McCort, or Mr. Blatchford to perhaps comment on that, just the wording around “continues the foundation”? Given that we’re talking about repealing and replacing the act…. Is it something around continuation that we’re concerned about here? I’m just interested in that word.

M. Blatchford: I’d be pleased to address that. Mr. McCort can add anything, if that’s okay.

The word “continues” is a very corporate-level word. As was pointed out by Ms. Seo earlier, the Vancouver Foundation exists because of a statute, this particular statute, by which it was created. Without the statute, it has no existence. In repealing and replacing the statute, the word “continues” is used to denote that the corporation that has existed will continue to exist under the form and subject to the provisions and requirements of the amended and replaced statute.

The word “continues” does have legal meaning in saying…. That entity, all that it has done, all that it is, continues to be under a new set of statutory rules as adopted by the members of the Legislature.

D. Ashton: First of all, thank you very much for what you do. You make a massive difference to many in the province. It’s wonderful — again, the contributions and the diversity that have been shown.

One of my follow-ups is to what Brittny has just said. I don’t know if this is even the correct way to say it but the nepotism of similarity on boards, where you get those that are focused and all of a sudden get it. That’s why I’m of the opinion that there should be a broader base, with the eligibility, to come forward to an entity that has served B.C. so well.

How do you protect those that have been the benefactory of the foundation from the possibility of a board that may get set in a direction and only distribute the wealth that you have to their ways of thinking during their time on the board? So the independent director or board member that is there.

Just food for thought. That’s all I ask.

K. McCort: Yeah. It’s a great question. It’s one thing….

When I look at the Vancouver Foundation…. We have 3,000 deeds that are established. Collectively, that’s our endowment of $1.3 billion. Each one of those deeds has a specific purpose. They’re established by individuals, by charities, by governments, by corporations.

A large part of our work is to fulfil the wishes of whoever established those funds. It’s often at least 50 percent of the foundation’s work in any one year. Sometimes as high as 70 percent can be what I refer to as a fulfilment service. Where the old act and the new act maintain…. If we can fulfil those purposes, we must.

[8:05 p.m.]

There’s a lot of built-in structure in the organization that we carry on with. As we call it, honouring the past and looking to the future. There are significant constraints around our operation based on, as a community foundation, what’s in the foundation.

The second part is…. We also, on an annual basis, as a community foundation, like to know what the community priorities are and then ensure that the board members that were selected are responsive to that. That, in our experience, means that we have a broad range of views on the board and that there isn’t any one particular dominant voice. The board itself has sought to have a great diversity of views, perspectives and backgrounds on it. It’s one of the criteria that the board sets for itself for its governance.

There are practical and pragmatic steps to ensure that the foundation does reflect the priorities of communities in British Columbia.

R. Glumac: You mentioned that some aspects of the bill are being moved over to bylaws. Are those enumerated in section 11 in full, or are there any other aspects of the bill that are now part of being defined in bylaws?

K. McCort: Most of it is around governance and the bylaws in section 11. There will likely be….

Michael, you can help me out here if I’m….

It’s around our advisory committees, which, again, will be the advisory committees set up in the bylaws. That’s not about the board itself but about the committees that the board creates to help it in its work.

There will be, more in policies and less in bylaws, some of the practical features of how we manage and disburse our funds. That can be quite a complex and dynamic area of foundation governance. We find that many of the investment activities are better dealt with in our bylaws and in our policies than in the act.

H. Yao (Chair): Does anybody have any additional comments to add?

M. Blatchford: I’d be happy to point out to the committee that there are a number of requirements in section 22 of the current legislation that are required portions of the bylaws. These have all been carried forward into the new section 11. As Mr. McCort has pointed out, there are additional parts of the new section 11, which are more prescriptive than the current legislation, around what must be set out in bylaws.

In this way, the legislation provides a framework for greater accountability, as certain things must be dealt with, as opposed to the current, in which there’s a relatively short list of things which must be in the bylaws.

H. Yao (Chair): Rick, do you have any other follow-up?

R. Glumac: No. That’s fine. Thank you.

M. Lee (Deputy Chair): As a follow-on, I appreciate the discussion about the bylaws.

Before I ask the remainder of my questions, perhaps I could just clarify with the Law Clerk. In terms of the next steps of the process, which minister will be responding to the committee questions on this bill? Or is it the sponsor herself? Who addresses any committee process here on this bill?

S. Seo (Law Clerk and Parliamentary Counsel): It would not be a minister. It could be the sponsor of the bill. However, the minister responsible currently for the act, I believe, is the Minister of Finance. There may be a role for her.

M. Lee (Deputy Chair): Right.

S. Seo (Law Clerk and Parliamentary Counsel): I would need to, Mr. Chair and Members, refer back to examples of other private bills where there has been debate back and forth. It has been at least recent practice that the bill go through the legislative process quite expeditiously, if I could put it that way.

M. Lee (Deputy Chair): Yeah. I asked that question just to get a sense as to how that part of the process might work. I know, as we discussed before with other members of this committee when we dealt with some of the recommendations about how to modernize Monday morning time, or whatever the mandate of that committee review was at the time.

[8:10 p.m.]

We were talking a bit about, for example, when Andrew Weaver, as a former Leader of the Third Party, brought forward a benefit corporation private member’s bill. In that case, back in the 2017-2020 period, a different relationship, let’s say, between the government and the Third Party. The Minister of Finance, Carole James, was actually answering the questions to myself on that bill, although Andrew Weaver was clearly there as a sponsor.

That’s the best example I have in my mind, which is somewhat close to what you’re saying. I think keeping that in mind and just sticking with the preamble, just to test the preamble and what we’re being asked to do here, just because the way it’s read or written…. Let me just go back to it. We are looking in particular at the third paragraph, which again goes around capacity, as we’ve talked about. The administration, which presumably does speak to the bylaws, the governance and any other incidental changes.

I think we’ve had the comment about the bylaws. I presume that, of course, the Vancouver Foundation today has bylaws and that when we talk about the change that Michael, Mr. Blatchford, just referred to in terms of more comprehensive bylaws, at least the ones that are set out in the new act, that the foundation will approve those bylaws. Who approves the new bylaws? That’s my first question. How would that come about?

K. McCort: They would be drafted by our staff and our legal counsel and presented through what we call our governance and people committee of the board for first review and then, on recommendation of that committee, to the full board for approval.

M. Lee (Deputy Chair): Thank you.

Then the advisory committees, as referred to in section 12, does expand, let’s say, the administrative and governance of the law of the Vancouver Foundation, including around remuneration. That is a new change from the current act, in terms of subsection 20(2) of the act that says “no salary, reward or profit of any kind,” but there obviously is an extension here, a consideration of appropriate remuneration for advisory committee members.

Again, just to ask the question, although I do recognize it’s beyond the scope of this committee at this stage, but I just to ask the question. The change…?

K. McCort: Yeah, and that’s an excellent question and one I’m really pleased to speak to.

One of the things we’ve recognized in charities in general across Canada is that some of the most important voices to listen to have many obstacles to getting their voices heard by charities, and one of them is around volun­teerism.

We’ve understood that really…. It’s actually that you have to be quite well off in many respects to be able to volunteer the amount of time that the work of Vancouver Foundation sometimes demands, and that has excluded some people from participating in our work, so we feel it’s appropriate to compensate them for their time. Essentially moving them from a purely voluntary position, which meant they could not participate, to setting an appropriate level of compensation so that people can participate on our advisory committees and are not out-of-pocket or excluded from the process because they can’t afford to actually participate.

M. Lee (Deputy Chair): I certainly understand that point.

My last question is around new section 10, liability protection, of the new act. Is that a new section? I don’t see liability protection elsewhere in the current act. Is that a new provision, or is there something that’s being pulled here?

K. McCort: It’s an expansion of what was in the act. The other act had, I think, maybe one sentence that protected directors from liability. This is an expanded section.

M. Lee (Deputy Chair): What section is the current section, then, in the current act? Where’s that one sentence sitting?

K. McCort: This is a test of who can find it first. Who’s the fastest to find it? I know I’ve read the sentence because….

M. Lee (Deputy Chair): It’s okay. It’s section 5(3): “A member of the board is not personally liable for loss or damage suffered by a person as a result of anything done or not done in good faith and acting….”

Yes. Okay, I see that expanded upon here in section 10.

Okay, well that completes my questions about the preamble.

H. Yao (Chair): Thank you, Michael.

Does anyone else have any questions?

[8:15 p.m.]

N. Letnick: If I may, just to clarify on Michael’s question, is there going to be a committee stage clause by clause on this bill or not? Are you expecting just the approval of the committee and then it passes three readings and no committee stage?

S. Seo (Law Clerk and Parliamentary Counsel): There will be a committee stage as part of the legislative process. How that committee proceeding proceeds, I would say, is one for the House to determine and the Committee of the Whole on this private bill.

It’s not a question that…. I’m not trying not to be helpful, but to offer something at this point beyond stating that the bill will progress to committee stage, which in our House is done in Committee of the Whole, is the extent to which I can answer that question at this time.

H. Yao (Chair): Maybe we can get back to you.

N. Letnick: Thank you. But you’re right, you didn’t answer the question. We’ll find out, at some point, what happens.

M. Dykeman: My understanding is that would be a conversation that would place with House Leaders, as they’re planning. There’s always a committee stage. But then the discussion of questions and whether there would be questions and whether there would be a formal committee stage, I believe would take place amongst the House Leaders, as they’re planning the remaining days of session. That’s my understanding. But Chair, I’m sure that’s something that you can check with and then get back to the committee members on.

H. Yao (Chair): Yes. I do apologize, Norm, but I guess we don’t have an answer for you right now.

N. Letnick: If I may, it won’t apply to me because I won’t be here in the next parliament.

But it’s not about this parliament. In the future, I would just suggest we have that answer before coming because, in theory, if it wasn’t going to be a robust committee stage, clause by clause, then I could, as a member of this committee, then take it upon myself to ask questions clause by clause, right?

If you’re going to tell me that the House Leaders are going to negotiate whether or not there is going to be any specific review of the bill during committee stage, that might impact whether or not members in the future might want to take a bill apart in this committee.

Right now what I’m hearing is we don’t know. It will be up to the House Leaders, and I respect that. We’ll have to wait and see.

S. Seo (Law Clerk and Parliamentary Counsel): I would say, generally speaking, a sponsor of the bill, just as for a government bill, it is the minister who stands and takes questions from other members. It would be the sponsor of a bill — in this case, MLA Dykeman as the sponsor — who would be in a position to take questions and to provide responses.

Clause by clause consideration of the bill is a portion of committee stage. In our House, as members are very familiar, there is a broad range of debate that is permitted by the Chair with respect to clause 1 of the bill and then, thereafter, there are specific questions that are asked on particular clauses, in this case proposed sections, of this new bill.

If a member rose to seek the floor to ask a question, there would not be anything to prevent a member from asking a question. I think what MLA Dykeman, perhaps, was speaking about is how that would proceed and who, for sure, would be the one to stand and to answer the questions on the bill.

I would say, generally speaking, we have sponsors of bills because they assist the House in moving the legislative proposal through the various legislative processes.

N. Letnick: Thank you.

H. Yao (Chair): Yeah. If you have questions or follow-ups about anything, the class would love to have discussion here if needed. Anything else you want to follow up?

N. Letnick: No.

H. Yao (Chair): Anyone have any other questions?

Thank you, Members. It is now our responsibility, as a committee, to consider what we will have heard and determine whether the preamble of the bill has been proved to our satisfaction and if the bill should proceed.

Is there any discussion about a private bill? If members are comfortable with proceeding, there are three motions before us.

[8:20 p.m.]

Committee Report to the House

BILL Pr401 — VANCOUVER FOUNDATION ACT

H. Yao (Chair): The first motion is that the committee report to the Legislative Assembly that the preamble of the bill has been proved to be satisfactory and that its report is favourable on the bill.

Is a member prepared to move the first motion?

J. Routledge: I move:

[That the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills report to the Legislative Assembly that the preamble of Bill (No. Pr401) intitled Vancouver Foundation Act has been proved to its satisfaction and that it reports favourably on the Bill.]

H. Yao (Chair): Any debate on the motion?

Motion approved.

H. Yao (Chair): The second motion is that the committee adopt its report regarding the private bill and authorize the Chair and Deputy Chair to work with staff of the committee to finalize any minor editorial changes. Is there a member prepared to move the second motion?

B. Anderson: I move:

[That the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills adopt the draft report regarding Bill (No. Pr401) intitled Vancouver Foundation Act as presented today and authorize the Chair and Deputy Chair to work with Committee staff to finalize any minor editorial changes to complete the supporting text.]

H. Yao (Chair): Any debate on the motion?

Motion approved.

H. Yao (Chair): The third and final motion is that the committee authorizes me as the Chair to present a report regarding the private bill to the Legislative Assembly.

N. Letnick: I move:

[That the Chair present the report of the Select Standing Committee on Parliamentary Reform, Ethical Conduct, Standing Orders and Private Bills regarding Bill (No. Pr401) intituled the Vancouver Foundation Act to the Legislative Assembly at the earliest available opportunity.]

H. Yao (Chair): Any debate on the motion?

Motion approved.

H. Yao (Chair): That concludes our consideration of the private bill and the business of our own agenda today.

Is there any other business?

Seeing none, I now seek a motion to adjourn.

Motion approved.

The committee adjourned at 8:22 p.m.