Questions on Governance Documents

First, it should be noted that the current by-law gives this decision-making authority to the Board of Directors of L'Arche Canada.  There is no change in the body that holds this authority.  The new text on the suspension and/or removal of a member's status is intended to clarify the steps to follow for a suspension and/or removal.  However, it is important to note that this process will now be outlined in a policy rather than being included in the bylaw.

L'Arche Canada will be developing a dues policy in consultation with communities.  We hope to have a first draft of this policy for community review and comment by April 1, 2021.

L'Arche Canada will develop this policy in consultation with the communities.  At this time, we anticipate that this policy will determine the rules for establishment and changes to operational structures but will reflect the current operational structure of L'Arche, including existing regional structures.  We hope to have a first draft of this policy for community review and comment by April 1, 2021.

Each community will continue to be responsible for its own bylaws, including the terms of office for board members.  Communities should consult the L'Arche International guidelines for boards of directors when revising their bylaws.  L'Arche Canada is also available for consultation regarding the structure and operation of boards.

This section refers to a individual who is acting or has acted at the request of L'Arche Canada honestly and in good faith and who has complied with the Act, regulations, articles, by-laws or policies of L'Arche Canada and who had reasonable grounds to believe that his or her conduct was lawful. In this situation L'Arche Canada will pay legal costs to the extent permitted by law or statute, or as provided in 11.04 by an insurance policy to offset the costs of the proceedings.  This section states that if the person has not acted in good faith, in accordance with the regulations, he or she shall repay this advance.

L'Arche Canada has not included direct quotes from the mission and identity statements as these statements are subject to review and amendment by another pprocess.  However, we will consider modifications to the current clause to better reflect the principles of inclusion as articulated in the identity statement.

Section 7 of the Agreement does not deal with suspension or removal of membership. In addition, we feel it is important to have a separate section that explicitly recognizes the authority of L'Arche Canada to suspend or remove a member.

The relocation of this section will be examined.

This provision is included in the current Membership Agreement and retained in the revised draft.  This provision is included to allow L'Arche Canada to have a direct voice in the deliberations of the Board of Directors, typically in crisis situations.  It is difficult to provide the specific conditions that may trigger this provision, but it should be noted that it has been used very infrequently in the current Membership Agreement.

The correction will be made.

This provision was added at the suggestion of our legal counsel due to the likelihood that L'Arche Canada would be added to any lawsuit against the community.  L'Arche Canada recognizes that this is a new provision and would like to hear from the communities once they have had an opportunity to determine if this will result in a substantial change to the insurance premiums paid by the communities.

L'Arche Canada will consider all options once it has a better idea of the financial implications of this new provision.

Communities that have signed the current Membership Agreement are already licensed to use the L'Arche logo - subject to the terms and conditions of the current Membership Agreement and the Intellectual Property License.  

Under the terms of the revised Membership Agreement, communities will receive a new license (subject to the terms of the revised trademark and copyright licenses) once the revised Membership Agreement is signed (in short, the revised Membership Agreement will be signed at the same time as the revised trademark and copyright licenses).  ) Use of the trademarks (logos) will not require a special request once the revised license is signed. However, communities will be subject to the terms of the trademark license and the trademark style guide.  This may result in certain uses being prohibited. For example, communities may not modify the official mark to create unofficial versions of the logo.

With respect to fundraising, if the community operates a foundation (which is separately incorporated), then that foundation will need to apply to L'Arche Canada for a separate license to use L'Arche's trademarks and copyrighted materials.  If the community organizes its fundraising internally, with a fundraising committee that is a sub-committee of its board of directors or operations, then the trademark and copyright licenses granted to the community will be sufficient to cover the scope of use for fundraising purposes (subject always to the terms of the copyright license and trademark style guide)
 

The new draft suspension/removal policy has been distributed with the revised Membership Agreement and General By-Laws.

These new provisions regarding "confidentiality" and "privacy" relate to the obligations of all parties to the agreement to protect confidentiality and privacy in accordance with legislation introduced since the implementation of the current Membership Agreement.  We will explore a number of different ways to support communities to increase their capacity to meet their confidentiality obligations.

This clause is not reciprocal in recognition of the oversight role that L'Arche Canada plays in relation to the communities.  However, we will explore whether modifications to this clause can be accommodated to recognize the principle of reciprocity.

Due to the nature of the communities' activities (direct services in support of core members), it is much more likely that L'Arche Canada will be sued for actions within the community than that a community will be sued for actions of L'Arche Canada.  Again, we will look at how the principle of reciprocity might be recognized.

We recognize that this would be impractical to implement and will be seeking a suitable alternative provision.

As stated earlier, L'Arche Canada will seek further legal advice regarding this issue and will provide additional information as it becomes available.

Communities should, however, consider establishing their own policies regarding the production of creative works within the community, particularly with respect to the ownership of works that are created for or on behalf of the community. 

We invite communities to identify which articles or sections of the various documents, in their formulation or purpose, generate undue centralization.

According to the Membership Agreement with L'Arche International, the agreements with the communities are bipartite between them and L'Arche Canada

We are working with the AAQ to review and revise the current agreement between L'Arche Canada and the AAQ (a review of the 2018 agreement after 2 years was included in the 2018 agreement). It is expected that this review process will result in an agreement that better recognizes and articulates the role of the AAQ within the L'Arche Canada structure and that an agreement will be reached prior to the April 2022 signing timeline.