CITE’s Incorporation BY STEVEN GARNER CITE DISTRICT ADMINISTRATOR On October 31, 2017, the Canadian Institute of Transportation Engineers (CITE) was officially registered as a Canadian notfor-profit corporation. The change in status is representative of the growth of CITE and the prominence of our organization as a community of transportation professionals from across the country. In this article, I will explain what precipitated our seeking incorporation and the implications of the change in status to our Sections and membership.
WHY INCORPORATE? In 1988, CITE was granted a Charter by the Institute of Transportation Engineers (ITE) to represent ITE in Canada. The Charter stipulates various aspects of what is expected of the Canadian District in terms of its purpose, its relationship with ITE, and general administrative and governance requirements. From this flows the District’s operating bylaws which, to a large extent, are left to the District itself to develop. Despite having a Charter with ITE and its own bylaws, neither ITE nor the Canadian District of ITE (CITE) had any legal standing in Canada beyond that of an association. It is important to understand this nuance to get a full appreciation of why incorporation was important. An association in Canada can be any group of people with a common cause. They can come up with a name for their association and even open a bank account. However, they are not, as a group, a legal entity. Members of an association are all personally responsible for the association’s behaviour and assets. In other words, there is no limit to the liability of the association.
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TRANSPORTATION TALK | SUMMER 2018
KEY IMPLICATIONS •
Section liability will be reduced with CITE’s new ability to sign agreements on Sections’ behalf and provide insurance for Section events
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CITE members generally unaffected on an individual level
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CITE operations are evolving, with new policies and procedures to comply with Canadian legislation
Being personally responsible for the behaviour and assets of an association is not generally a problem for small groups. A book club, for example, can have a bank account in the club’s name to facilitate purchasing of refreshments. If someone steals the money from the bank account, the members are out a bit of money but the incident is likely nothing more than a lesson learned. To extend the example a little further, when our book club enters into any kind of contractual arrangement we are all implicitly named on the contract. In this case, the obligations of the contract are the responsibility of the named people on that contract. The book club cannot be named as a signatory to a contract. This is where CITE found itself prior to 2017. The association had grown beyond the point of where assuming personal liability was appropriate. Contracts and agreements were
CREDIT: HELLOQUENCE/UNSPLASH
What Does It Mean For You?