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TRANSITION TO JURISDICTION OVER EDUCATION Nancy Morgan & Associates June 6, 2006
ISSUE • How to make the transition from First Nations’ current education governance structure to the new Community Education Authority structure? • Example: how to make the change from running a school through a society to doing it as a Community Education Authority
LEGAL CONTEXT • The same people can run the same school with the same students and teachers and many of the same rules, but underneath it all things will have changed (laying a new foundation). • It is critical to transfer everything over from the old legal entity (e. g. the Society) to the new legal entity (the CEA) or you will be very vulnerable from a legal perspective.
OVERVIEW • Taking stock • Preparing for your move - figuring out what will fit and what won’t • Moving day • Unpacking • Cleaning up and closing down the old house
TAKING STOCK • Make a list of all of the Society’s contractual relationships (e. g. funders, employees, contractors, lease, service agreements, …) • Make a list of all of the Society’s assets (e. g. furniture, equipment, bank accounts, copyrights) and liabilities (e. g. debts, contractual obligations) • Compile all of the Society’s policies and procedures
PREPARING FOR YOUR MOVE • After reviewing the lists of the Society’s assets, relationships & policies, you need to consider what will be useful for the CEA and what will not. • It is a good opportunity to get rid of items or wrap up arrangements that are no longer beneficial. (Warning: you will need employment law advice before using this as an opportunity to release unwanted staff - “successor employer”)
PREPARING FOR YOUR MOVE, cont. • EXTERNAL: You will have to contact those third parties with whom you have contractual relationships that span the “transition date” and negotiate assignment agreements. • INTERNAL: You will have to prepare an “assignment agreement” for those assets that are being transferred from the Society to the CEA.
PREPARING FOR YOUR MOVE, cont. • Helpful to set a realistic target for a “transition date” and organize yourselves so that as many of your contractual arrangements as possible expire at the same time.
MOVING DAY • There will be “transition date” when the CEA will take over the assets and other legal relationships of the Society. • This is largely a “paper transaction”, but it needs to be planned as carefully as a physical move would be (with checklists and timelines, etc. )
UNPACKING • Have to get the new house in order (e. g. enter new contracts with employees, contractors, service providers). • CEA to adopt new rules (even if they are the same or similar to the old rules). Similar to keeping your old phone number after you move.
CLEANING UP & SHUTTING DOWN THE OLD HOUSE • The Society should be dissolved once all of the transactions are completed. Cannot be done unless it has no debts or liabilities. • Requires directors of the Society to pass resolutions and sign affidavits supporting the dissolution.
CONCLUSION • For some people moving is easy, for others it can be a major headache. • The best way to make a move go smoothly is careful planning and talking to others who have gone through the same process. • We can assist by helping prepare checklists and precedents.