TRANSITION TO JURISDICTION
OVER EDUCATION
Nancy Morgan
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 o thers 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.