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Document
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M-343
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Institution/HIC
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Renfrew Industrial Commission
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Summary
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NATURE OF THE APPEAL: This is an appeal under the Municipal Freedom of Information and Protection of Privacy Act (the Act ). The appellant has requested copies of certain information from the Renfrew Industrial Commission (the Commission). In particular, the appellant seeks access to a list of the local businesses assisted by the Commission and the manner of assistance (whether by loan or guarantee). The Commission has indicated that these records do not exist, but if they did, they would be considered confidential. The Commission also maintains that it is not subject to the Act . Before I address the substantive decision of the Commission in denying access to the requested records, I must determine whether the Commission is subject to the Act . Accordingly, a Notice of Inquiry with respect to this preliminary jurisdictional issue was sent to the appellant, the Commission and the Town of Renfrew (the Town). Representations were received from all parties. DISCUSSION: APPLICATION OF THE ACT The access provisions of the Act apply to all municipal "institutions". That term is defined in section 2(1) of the Act as follows: "institution" means, (a) a municipal corporation, including a metropolitan, district or regional municipality of the County of Oxford, (b) a school board, public utilities commission, hydro electric commission, transit commission, suburban roads commission, public library board, board of health, police commission, conservation authority, district welfare administration board, local services board, planning board, local roads board, police village or joint committee of management or joint board of management established under the Municipal Act , (c) any agency, board, commission, corporation or other body designated as an institution in the regulations; ("institution") The Commission clearly does not qualify as an "institution" under clauses (b) or (c) of the definition. However, the Commission could be deemed to be a part of the Corporation of the Town of Renfrew (the Town) (which is an institution under clause (a) of the definition) by virtue of section 2(3) of the Act . This provision states that: Every agency, board, commission, corporation or other body not mentioned in clause (b) of the definition of "institution" in subsection (1) or designated under clause (c) of the definition of "institution" in subsection (1) is deemed to be a part of the municipal corporation for the purposes of this Act if all of its members or officers are appointed or chosen by or under the authority of the council of the municipal corporation . [emphasis added] In this case, there is no doubt that the Commission qualifies as a "commission" or a "corporation" under section 2(3). However, the issue which I now must determine is whether all of the members or officers of the Commission were, on the date the request was made or on the date of the filing of this appeal, "appointed or chosen by or under the authority of the council of the municipal corporation" (Town Council). If I find that that is the case, section 2(3) of the Act will apply and the Commission will be deemed to be part of the Town (and thus an institution) for the purposes of the Act . In order to address the issue of how its members and officers are appointed or chosen, I will undertake an analysis of the corporate history of the Commission in the context of section 2(3) and the relevant provisions of the Corporations Act . General Background: The Commission is a corporation without share capital which was created by Letters Patent issued by the Lieutenant-Governor on July 15, 1955. This type of corporation is governed primarily by Part III of the Corporations Act . Corporations without share capital are generally set up to pursue objects other than those of a strictly "business" or "for profit" nature; the Corporations Act says that they are to be run "without the purpose of gain for its members" (sections 118 and 126 of the Corporations Act ). In this case, the Commission's original objects included promoting industrial, business, educational and residential activity in the Town. Corporations without share capital do not have shareholders, but rather have "members". Each applicant for incorporation automatically becomes a member (section 121). Corporations without share capital may also have officers, employees and agents. These individuals carry out the wishes of the Corporation as directed by the Board of Directors or indirectly by the members. The word "officer" is defined in section 1 of the Corporations Act as: president, chair of the board of directors, vice-president, secretary, assistant secretary, treasurer, assistant treasurer, manager or any other person designated an officer by by-law of the corporation. With this background in mind, I will now consider the three main groups of individuals who collectively constitute the Commission - the directors, officers and members. Directors When the Commission was incorporated in 1955, the six original applicants were designated as the "first directors" of the corporation. The 1955 Letters Patent provided that some of the Commission's directors were to be "elected" by the Commission's members, and "approved" by the Town Council, while others were "elected" in the same manner but had to be approved by the Town's Chamber of Commerce. Thus, one had to go through a two-stage process in order to become a director: nomination by the members and approval by either the Town Council or the Town's Chamber of Commerce. The Commission's 1955 By-law No. 1 reflected this procedure. The 1981 Supplementary Letters Patent amended the 1955 Letters Patent with respect to the selection of directors. The 1981 instrument provided that the Mayor of the Town was to be a director ex-officio , while the remaining directors were to be appointed by the Town Council from either the community at large (five) or its own ranks (one). Supplementary Letters Patent were granted to the Commission again in 1992. These stated that the directors were to be chosen by the members of the Commission. Accordingly, I c
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Legislation
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MFIPPA
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2(1) institution
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2(3)
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Subject Index
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Published
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Jul 11, 1994
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Type
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Order
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