THIS IS HOW WE DO IT: Convention Coordination Committees in Canada

• Canadian Practices and Definitions
• Cases and Examples from Canada

Canadian Practices and Definitions

The legal definition of non-profit corporations is different in Canada than in the States, or elsewhere. In Canada, each province has a Society Act under which one can incorporate for non-profit status. This is how Canadian law covers charitable, professional and non-profit societies, although the authority administering these societies is called the Registrar of Companies. (I am just before investigating the Canadian federal situation for registering a non-profit corporation.)

Incorporating a Non-Profit Society in B.C.:

(A previous version of this section originally appeared in an e-mail newsletter by members of the Vancouver Freenet in March 1996.)

What does it take to form a non-profit society?

People get together to form societies, clubs, and other organizations for a wide variety of purposes. The official procedure for forming them varies according to national or regional legislation in different places; the following details the procedure here in B.C., some experiences of other societies in Canada, and touches on procedures in the U.S.

* Musts *

In British Columbia a provincial Act governs how a legally registered society should be formed, and for what purposes. Incorporation requires that five or more persons apply, by sending the Registrar of Companies:

1. an original (signed by all applicants) and a copy of the constitution and by-laws of the proposed Society (according to one of three recommended forms);
2. a list of the first directors of the society, with full names and addresses (also according to a recommended form);
3. a notice of the address of the society;
4. prescribed fees.

New addresses, new directors, changes in names or constitutions and by-laws, the amalgamation of societies, or the establishment of branches are all given explicit procedures, including notification of the Registrar's office. Societies are required regularly to send approved financial statements to each member, an auditor and the Registrar.

To illustrate what the foregoing means: BCSFA, once the major science fiction club in Vancouver, had rare adventures getting the Registrar in Victoria to certify their society. First, they couldn't officially register in the 1960s or 1970s as a society with "British Columbia" in its name, unless they proved they had 75% of the science fiction fans in the province. Then, the Registrar's office kept sending back their constitution and by-laws for revision.

WCSFCCA (V-Con's registered society) once went a whole year without knowing they were not incorporated, because one of their directing officers simply neglected to send in the forms to have the society re-certified.

Obligatory by-laws include provisions regarding membership, general meetings procedure, voting, directors and officers' election and duties, borrowing powers, finances, contracts, and the procedures with regard to minutes and records.

A little reflection should suggest what this means: sometimes people can - or have - played games with the records of a society, with money borrowed in a society's name, or with membership, voting and meeting procedures to manipulate offices. This may seem absurd in the context of a *non-profit* society, but it still happens.

There are provisions in the Society Act to enforce the accountability, or removal, of directors. My personal experience shows the importance of making people aware that these provisions even exist, and can be acted upon at need.

There are many provisions in the Act regarding accounts, borrowing, insurance, investment, and other specifics of handling money - and, generally, the proper handling and accounting of funds. My experience is that people can be pretty careless about such critical details. It is worth noting that there are procedures recommended for taking care of your money.

* Mays *

Part 1, Section 2, lists a wide variety of lawful purposes for which societies can be incorporated ... then lists purposes ruled out, unless permission is obtained from some officials. (The following only partly impinges on SF societies set up for convention purposes, but if the convention is a charity fundraiser, the following is really what officials expect to hear about, so take their perspective into account.)

• Societies for offering care to minors must obtain permission from the Superintendent of Family and Child Service. (See the Family and Child Service Act.)
• Societies formed for owning, managing or operating hospitals need the written consent of the Minister of Health.
• Societies formed for owning, managing or operating a social club need the written consent of the minister.
• Societies for paying benefits or rendering services need the consent of the Superintendent of Financial Institutions.

* Can'ts *

A society (as such) may not be formed in B.C. "for the purpose of carrying on a business, trade, industry or profession for profit or gain". Yet carrying on such enterprises "as an incident to the purposes of a society is not prohibited by this section, but a society shall not distribute any gain, profit or dividend or otherwise dispose of its assets [to a member] without receiving full and valuable consideration". The exception, under Section 73, is the case in which the society is being dissolved and its assets divided.

Consequences

Once a society is incorporated, it has about the rights and obligations in law of a fully qualified person ... like a corporation. And as in a corporation, the individual members are not individually liable for debts or liabilities of the society.

This is just a basic overview of the hoops people have to jump through. I have a copy of the B.C. Society Act, and will be looking up the address of B.C.'s Registrar of Companies.

Now, notice! Some cost/revenue ratios have changed for conventions since the early 1980s. This may be the reason why some fan groups have made their club equivalent to their convention committee, or their convention committee equivalent to their coordination committee.

Some conventions, such as Anglicon in Seattle, are held as charity benefits; this concept seems to be spreading since 1990, especially among Star Trek cons. This is a fundamentally different operating basis than the one that sees conventions as a moneymaker, and therefore a source of financial support for a club, a fanzine, or the next con.

Cases and Examples, mostly from Canada

The following information is drawn from Canadian examples, in fanhistories previously published in Opuntia.

WCSFCCA/WCSFA (Vancouver)

The Western Canadian SF Convention Committee Association was set up by BCSFA mainly to limit the BCSFA executives' personal liability for V-Con convention finances, but also partly to pass on practical procedures. Among its several other stated objectives, such as promoting SF and funding a scholarship, WCSFCCA was charged to license the V-Con name to convention committees that satisfied the WCSFCCA executives' criteria, and to carry funds forward from one year to the next. The name ("Western Canadian" etc.) annoyed some Edmonton and Winnipeg fans at first, until the background was explained: it was in practice impossible to get provincial permission to use a title including the name "Vancouver", or "British Columbia".

Donna McMahon wrote to me: "WCSFCCA was in the forming for years. It was first called just 'SF Convention Committee Association', but wasn't able to register under that name. WCSFCCA officially came into existence 11 May 1981."

Many years later, Al Betz explained to me that by the late 70's, when the current WCSFCCA constitution and bylaws were finally passed, an idea was going around that the WCSFCCA organizers were trying to take over V-Cons; so in fact they went to some effort to avoid the appearance of imposing control on V-Cons. (I think this led him to a crucial misjudgement in 1991. But that is another story.)

Ed Beauregard wrote:
I stayed peripherally involved through WCSFCCA, which I helped set up. There was a lot of discussion about how WCSFCCA should work, and how closely involved it should be in the running of conventions. Among most of those who had been or were likely to be convention chairs, the feeling was that WCSFCCA should just provide seed money, and should have little to do with the actual running of the convention. Therefore, the subsequent comments about WCSFCCA's "abandoning" [V-Con 12] leave me unmoved.
(Ed Beauregard, Inside from the Inside)

Ed Beauregard also wrote:

As WCSFCCA was operating by V-Con 11, I assisted in the initial hotel negotiations. This was an object lesson in how you can't take on half a responsibility. I initially negotiated a fairly good agreement with the hotel, for the U.S. long weekend, and then dropped out of the scene. The details were not put into writing soon enough, and after the inevitable change of personnel at the hotel, the terms of the original agreement were rejected. The committee simply accepted this, and I was unaware of the change. To that extent, I feel some small responsibility for the result.

A key provision, which was in the V-Con 8 agreement, was a function space credit per room night booked. This was initially worked out for V-Con 11, but then the hotel reneged and only offered a bulk discount if a certain number of room nights were reached. This is never an acceptable method, because the hotel does the accounting. Sure enough, V-Con 11 came up a few room-nights short, and was stuck with a couple thousand dollars extra in function space costs. Vaughn [Fraser], who was V-Con 11 treasurer, had seen that provision in the V-Con 8 agreement, knew why it was there, but did not fight the elimination of those provisions in the V-Con 11 agreement. The date was also changed to the Canadian long weekend, and this turned out to be fatal.

I think it is very important to note that there has been no suggestion of financial irregularities with respect to V-Con 11. Even though $2200 was lost, it is clear ... that this was the result of inadequate experience and poor planning.

Ed Beauregard's remarks were made against the background of a high- loss V-Con, #12, held in 1984. In this context it is worthwhile to look at the WCSFCCA constitution and bylaws, which were in place from 1981. A key provision in the WCSFCCA bylaws was that regular financial reports from a V-Con committee were to be made to WCSFCCA executives; another was that, if the committee's performance did not measure up, WCSFCCA could step in, remove them from their positions and take over.

Minutes of the Dec. 4, 1984 WCSFCCA meeting read: "It was agreed that strict guidelines should be drawn up on 'convention benefits'" (e.g., such benefits as paying for pizza at meetings, or the chair's childcare, or for the chair's travels to other conventions).

Mike Bailey has suggested that a permanent WCSFCCA audit committee be formed to examine the books of all conventions, regardless of profit or loss. This was agreed to, with Ed suggesting that the wording setting up the committee be amended to include the phrase, 'headed by the WCSFCCA treasurer.'

Al Betz went a bit further, writing:

1. WCSFCCA is to provide a buffer between BCSFA and the legal consequences of a disaster at V-Con.


2. WCSFCCA is to promulgate rules for the organization and running of V-Cons which will maximize the probability of returning a profit to BCSFA, to be used for BCSFA's own purposes, which are entirely beyond the purview of WCSFCCA's interest or control.


3. WCSFCCA is to approve the use of the V-Con trademark only by those convention committees which agree to abide by its rules for the responsible running of conventions.

V-Con 18 (1990) was chaired by Lisa Smedman. On their own initiative, Smedman and her treasurer Con Hiebner did something WCSFCCA did not hold them to -- they kept monitoring their financial state, and reported back to WCSFCCA, well before V-Con 18, when they anticipated a low profit or even a loss. The co- chairs presented their differing financial projections at a WCSFCCA executive meeting. They got help, and in the end turned a decent profit.

The next few years of WCSFCCA involved Westercon 44, which is a whole other subject.

In October 1992, after Westercon 44 and a large financial loss, the plan was to reconstruct WCSFCCA (no longer a registered society, we discovered) by registering a new society, the West Coast SF Association. Donna McMahon and Clint Budd mooted some new conrunning procedures at the time. A dialogue about these procedures was been opened with BCSFA.

The upshot of WCSFA restructuring was that WCSFA and BCSFA became one group in May 1993, in fact as well as in practice, with one address. This eliminates a lot of pointless complication which, I suspect, went over the heads of the membership.

While I was on the executive (1992 and 1993), I spent some years trying to point out that a re-examination of V-Con was necessary; in fact an examination of our conrunning procedures, and of what congoers in Vancouver actually wanted. What actually developed, I thought, was 90 degrees sideways to what we needed, or what we had to work with. That's just my personal opinion, but at the time I became alienated from the proceedings and did not stand for re-election.

After V-Con 20 (1993), membership did not appreciate noticeably, which loses the con points on Ed Beauregard's rating system. Steve Forty spent the next year or so trying to co-opt members of other local clubs into BCSFA. You have to understand that BCSFA is not the whole show, in Vancouver fandom, and hasn't been for at least a decade; in fact, for at least five or ten years, BCSFA hasn't even been the major or central part of this local fandom. I strongly suspected that Steve didn't want to admit this.

In the early 1990s, talking with Steve Forty, on the one hand, and with twentysomething fans on the other, was another case of shuttling between unresolvable worldviews. Steve is perceived as representing BCSFA's old guard, and thought V-Con had a great reputation up and down Northwest fandom. But others tell me that V-Con has had a reputation as a cheaply run convention that treated its volunteers poorly.

Believe what you see fit; that was then and this is now. Since V-Con was revived in 1996 after three years in suspension, with almost entirely new committee members, V-Con's policies and image are liable to change.

For more information on WCSFA, write
c/o R. Graeme Cameron, #110 - 1855 West 2nd Ave.
Vancouver, B.C. V6J 1J1,
e-mail graeme_cameron@mindlink.bc.ca, or e-mail donna_mcmahon@mindlink.bc.ca.

The NonCon SF Society

The NonCon SF Society (separate both from the NonCon committees and from ESFCAS) was set up in 1977 or 1978 under the Societies Act of Alberta "so that planning for NonCon I could commence". Diane Walton-LeBlanc wrote to me:

We needed some credibility when dealing with hotels for contracts and so forth, as well as the financial protection for the executive in case the con lost money ...

A side note: NonCon was always meant to be held in places other than Edmonton. We accepted the fact that local organizers would eventually burn out, and it was only a matter of time before clubs in other cities grew large enough and organized enough to handle a con of that size. Calgary was an obvious choice, and Rick (LeBlanc) did a lot of lobbying to get a Calgary executive for NonCon IV.
(Diane Walton-LeBlanc)

Because of the way the NonCon SF Society was set up, as it were a society comprised of member societies, any con in Alberta might be held under the Society aegis. This could be an advantage: it allowed NonCon enough flexibility to hold Banffcon, a combined NonCon and Moscon in Banff, in 1989. But this structure could also be unfortunate, and admit as a member in good standing a group which demonstrated poor performance in holding the Alberta regional convention.

Because of the way NonCon SF Society business was held, one Annual General Meeting per year and nothing else, it took an incredibly long time for amendments to be made. This apparently led to a good deal of confusion and ignorance as to what edition of the rules was in place, and in effect. (I have in my files at least two editions of the Society's constitution and by-laws, one headed "Alberta SF Society", just to add more confusion.)

Bryan Quinn of Edmonton proposed about 1988 that the NonCon SF Society be disbanded. Bryan had heard a number of stories about how the Society works, or has worked (some of them the same kind of stories as I've heard). At the time he took the view -- or at least, so stated in his notice of motion -- that the Society a) wasn't doing its stated job, and b) wasn't necessary, so let's have done with it. (There were at one count twelve conventions in Alberta, if you count mediafans and comics fans and gamers.)

There were some errors in Quinn's opinions -- revealing that there has been continuing confusion as to what rules, if any, NonCon and its Society were run by. Diane Walton-LeBlanc finally pointed them out, and told the story behind the Society bylaws. In the event, the Society wasn't dissolved at Banffcon '89.

I wondered at the time why Bryan was allowed to think, for months and years, that there were several versions of constitutional rules, all being ignored? Because this story wasn't spelled out before, I guess. Maybe the fact that NonCon SF Society meetings were only held annually did not help matters. Between May and October of 1989, Bryan did get to look at the original NonCon SF Society bylaws -- or the ones in force, if there's a difference -- and at Banffcon I got some information from Tony Higgins, about his efforts to get something organized about the time of NonCon 9.

The Edmonton SF and Comic Art Society eventually became dormant, with many of its members moving on to professional SF writing and semi-professional publishing; and at about the same time, Calgary fans developed their own conventions. The upshot is that NonCon has been held in Vancouver, or combined with Keycon in Winnipeg, in order to be held at all.

The latest word from John Mansfield is that NonCon has been declared a Western Canadian regional, rather than Alberta regional convention. The latest word from Craig Dyck of Lethbridge, whose bid won the right to hold NonCon XX in Lethbridge in 1997, is that the NonCon SF Society had been folded but the Lethbridge fan group are setting it up again.

For more information about NonCon and the Society, write:

Craig Dyck
325 Leaside Avenue South
Lethbridge, Alberta
tel. (403) 380-4462
or e-mail cdyck@jrcc.com

Ottawa Fandom Inc.

By some point in the mid-1980s, Ottawa fans had set up Ottawa Fandom Inc., principally to support Maplecons. Maplecon was a large annual convention held in October. It had an image as a comics and costumers' con, which was hard to shake off. (At least that's the only characterization I've ever been given; feel free to correct me.)

Most of my image of this Ottawa convention comes from the main general-interest club, the Ottawa SF Society, whose members now hold Concinnity annually in October.

OFI may have been set up as early as Maplecon III, although Joe Casey wrote something in 1988 suggesting the revival of what he called the "Ottawa Fandom Council." Maplecon III is about when the two convention committee leaders, from different clubs, started to be titled "co-con-chairs". At the time one co-chair came from OSFS and one from a local comics group.

Ottawa Fandom Inc. became Ottawa Fandom Inc., a non- profit corporation so that yes, indeed, no one person would be responsible for a loss incurred by Maplecon. We know all about running conventions off of one person's credit card. The very first Maplecon was done that way, and after the next few conventions, the need for incorporation became apparent. But, believe it or not, it's as difficult for a non-profit organization, especially one run by volunteers, as it is for any individual to raise large sums of money.
(Janet Hetherington, XenoFile 1:6, early 1990)

Much later, Maplecon practices did appear in fact to be OFI policies ... or, at least, Maplecon habits. Some of them are instructive for other CCC's. For instance, early Maplecons adhered to the mundane convention practice of offering memberships, room nights and specified meals in one lump-sum package. (Most Maplecons were held, for a long time, at Carleton University's conference centre; this might have been influential.)

Also, in the late 1980s, Maplecons appeared to practice closed dead dog parties, something unknown anywhere else in fandom (except at some early Halcons).

In that particular incident, it was the Treasurer who had decided that since they hold the checkbook, they can decide what happens at the convention ... he and his wife were both on the Board of OFI, Ottawa Fandom Inc., the not-for-profit [corporation] that runs Maplecon. There are 5 members of the board, and all they had to do was convince one other person on the board they were correct ... and things passed.
(Farrell McGovern, e-mail, Sept. 14, 1996)

I have no objection to a committee having a private party at their own expense. What I, the people who complained to me, and Lloyd [Penney], Garth, and the MLR in what they wrote, object to is that the consuite was taken over for this private party instead of having it somewhere else and leaving the consuite still open for attendees to have their dead-dog. If there were complaints, as there were, it is because the complainers were voicing an opinion that is commonly accepted outside Maplecon, and was even accepted in previous Maplecons.
(Thomas Wray, OSFS president, Ottawa SF Statement #136, Oct. 1988)