Report to: General Committee Date
of Meeting: March 22, 2007
SUBJECT: Friends of the
of Understanding and Articles of Incorporation
PREPARED BY: Barbara M. Roth, x7515
RECOMMENDATION:
That the report
titled Friends of the
And that the Memorandum of Understanding attached as Appendix A be approved;
And that the Business Case Study attached as Appendix B be adopted;
And that the draft Objects, draft Statement of Activities and draft By-law No. 1 for the Friends of the Markham Museum attached as Appendix C be approved subject to any minor amendments required in consultation with Canada Revenue Agency, the Public Guardian and Trustee or any other Provincial Government Agencies;
And that Staff be authorized to make an application for incorporation for the creation of the Friends of the Markham Museum as an Ontario non-share capital, charitable corporation in a form satisfactory to the Town Solicitor and the Commissioner of Community and Fire Services;
And that the Mayor, the Chief Administrative Officer, the Commissioner of Community & Fire Services and the Town Solicitor be authorized to act as the Applicants and First Directors of the Friends of the Markham Museum corporation;
And that the Mayor and Clerk be authorized to execute the Memorandum of Understanding between the Town and the Friends of the Markham Museum in a form satisfactory to the Town Solicitor and the Commissioner of Community and Fire Services;
And that once the
Friends of the
And that the
Endowment Fund for the museum be transferred to the Foundation ($51,171.79 as
of
And that the Town
will provide the Friends of the
And that Staff be authorized and directed to do all things necessary to give effect to this resolution.
EXECUTIVE SUMMARY:
The Museum Master
Plan recommends that a fundraising foundation be established to support the
FINANCIAL CONSIDERATIONS:
The Town currently provides the
PURPOSE:
To seek Council authorization to make an application for the incorporation of the Friends of the Markham Museum as an Ontario non-share capital, charitable organization and to seek authorization for the execution of the proposed Memorandum of Understanding between the Town and the Friends of the Markham Museum, and transfer the existing funds in the Markham Museum Endowment Fund to the Foundation.
BACKGROUND:
In June 2005, Council received Phase I of the Museum Master Plan. One of the key recommendations called for the development of a fundraising foundation for the Museum.
The Museum
Foundation will be established as an
Staff has also worked with the Museum Board and Legal Services to develop a draft Memorandum of Understanding between the Town and the Museum Foundation (refer to Appendix A). The purpose of the Memorandum of Understanding is to outline the roles and responsibilities of the Town, the Museum Foundation, and the Board of Directors for the Museum Foundation (the “Foundation Board”) in relation to the Museum. This Memorandum of Understanding will be executed by the parties once the Museum Foundation has been incorporated.
The Museum Advisory
Board Governance Committee has reviewed and approved the Memorandum of
Understanding in principle at its
OPTIONS/ DISCUSSION:
Authority to Incorporate Under the Municipal Act, 2001
Section 203 of the
Municipal Act, 2001 (“Act”) and
Ontario Regulation 599/06 (the “Regulation”) authorizes a municipality to
establish a corporation for prescribed purposes, which includes establishing a
corporation whose purpose is to provide a system, service or thing that the
municipality itself could provide. The
proposed purpose of the Museum Foundation is to undertake fundraising
activities for the benefit of supporting the Museum, to support and promote the
objectives of the Museum and to assist the Museum with its programs, all of
which are things that the Town can provide on its own behalf.
Section 6 of the
Regulation requires a municipality to adopt a Business Case Study before it
uses its powers to establish a corporation.
Attached as Appendix B is a copy of the Business Case Study prepared by
Staff for the Museum Foundation.
Section 8 of the Regulation states that before establishing a corporation that a municipality shall consult with the public about the proposal to establish the corporation. Public notice was given of the intent of Council to establish the Museum Foundation in accordance with the provisions of the Town’s Procedural By-law in order to give the public an opportunity to participate. The creation of a fundraising foundation was also part of the approved Museum Master Plan and the public was given an opportunity to comment on this concept prior to approval and adoption of the Museum Master Plan by Town Council.
Highlights of the Application for Incorporation of
the Friends of the
A. Objects/Articles
of Incorporation
The application for incorporation for a corporation without share capital requires that a draft set of Objects be developed and submitted to Office of the Public Guardian and Trustee for approval. If the application is approved, these draft Objects (refer to Appendix C) will become the Articles of Incorporation for the corporation. It is proposed that the Museum Foundation be incorporated for the following purposes:
1.
To receive and maintain a fund
or funds and to apply all or part of the principle or income therefrom, from
time to time, for the benefit of supporting the
2.
To support and promote the
objectives of the
3.
To assist the
B. By-law No. 1
By-law No. 1 will be the organizing and procedural by-law for the Museum Foundation. The organizing by-laws provide that the only voting members of the corporation (analogous to shareholders in a business corporation) will be the Mayor and Members of Markham Council as elected from time to time.
Council, acting as the voting members of the Museum Foundation, will appoint a Board of Directors (“Foundation Board”) consisting of 11 members. Each Director will be appointed for a three year term and the terms will be staggered so that approximately one third of the Directors are elected each year.
C. Statement of Activities for the
The application requires that a draft “Statement of Activities” be prepared for the corporation and submitted to Canada Revenue Agency for approval. The Statement of Activities must demonstrate that the activities of the corporation will support the Objects of the corporation. The draft Statement of Activities that will be submitted on behalf of the Museum Foundation is attached as Appendix C. The draft Statement of Activities supports the goals and objectives for the Museum as set out in the Museum Master Plan. The Museum Foundation intends to fulfill its Objects as set out in its application for incorporation by working with the Museum to undertake the following activities:
1. Raising funds to support and promote the objectives of the Museum and to assist the Museum with its programs;
2. Assisting the Museum with the formulation of policies, plans and strategies to ensure that the collection, retention and acquisition of artifacts is carried out with the intent that the cultural property and scientific specimens held by the Museum are meaningful to the largest most diverse audience as possible;
3. Reviewing the Museum’s collection holdings and making recommendations for deaccessions from the collection according to collections policies and strategies adopted by the Museum;
4. Working with the Museum to create strategies for the development of new exhibits and other interpretive facilities;
5. Planning, developing, funding and coordinating lecture series and historical themed events;
6. Assisting with the improvement of youth programming at the Museum by:
a. providing advice and supporting efforts to recruit youth to serve in a variety of roles in support of key tasks and initiatives related to the objective of the provision of improved youth programming;
b. developing opportunities for education, internship and employment in conjunction with the Museum and its partners;
c. working with the Museum staff to provide a supportive, flexible work and educational environment to encourage increased involvement of youth in the Museum as volunteers and staff; and
d. supporting the Museum’s commitment to the development of advanced information technologies for processing and communication of a broad range of historical and scientific data and to train the young workers who are and will be needed to develop and maintain these systems.
Highlights of the MOU
The MOU sets out the following:
· Formalizes the relationship between the Town and the Museum Foundation
· Formalizes the roles and services between the Town and Museum Foundation
· Sets out the duties of the Town with respect to the operation of the Museum and the maintenance of the collection
· Defines the duties and responsibilities of the Foundation Board and various standing committees of the Foundation Board which include the following:
o Raising funds to support the Museum
o Establish an Executive/Nominating Committee to provide recommendations to the Foundation Board about advice to be given to the Town on Museum operations
o Requires Foundation Board to prepare business plans and strategic plans which set out the long and short range goals of the Foundation Board, including fundraising initiatives and proposed annual capital and operating budgets
o Re-affirms the authority of the Foundation Board to acquire artifacts for the Museum in consultation with the Museum Manager and in accordance with the Town’s Collection policies (refer to Appendix D – Collection Policy)
o Provides that any acquisition of artifacts or any expenditure of funds over $100,000.00 by the Foundation Board requires approval from the Voting Members (i.e. Council) of the Museum Foundation.
ENGAGE 21ST CONSIDERATIONS:
The members of
the Museum Foundation are Council and responsible for appointments to the Foundation
Board to ensure community interests are reflected in the governance of the Museum
Foundation.
BUSINESS UNITS CONSULTED AND AFFECTED:
Legal Services
Financial Services
RECOMMENDED
BY: ________________________ ________________________
Barbara M. Roth Jim Sales
Director, Recreation and Commissioner of Community
Culture Services and Fire Services
ATTACHMENTS:
Appendix A – Memorandum of Understanding
Appendix B – Business Case Study
Appendix C – Draft Objects, Draft Statement of Activities and Draft By-law No. 1
Appendix D – Collection Policy
Q:\Recreation\SITES\SIT010\Reports\2007\Friends
of the Museum-MOU.doc