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The Certified General Accountants Act

S.M. 1989-90, c. 64

Bill 95, 2nd Session, 34th Legislature

The Certified General Accountants Act

(Assented to March 15, 1990)

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of Manitoba, enacts as follows:

Definitions

1           In this Act,

"association" means The Certified General Accountants Association of Manitoba; («Association»)

"board" means the Board of Governors established under subsection 3(1); («conseil»)

"by-law" means a by-law of the association; («règlement administratif»)

"by-law resolution" means a resolution of the board that is made under section 6 and that makes, amends or repeals a by-law; («résolution concernant un règlement administratif»)

"certificate" means a certificate of the association which certifies that the person named on it

(a) is a certified general accountant and a member of the association, or

(b) is a specialist in a field or branch of practice; («certificat»)

"certified general accountant" means a person who is certified by the association and is a member of the association; («comptable général licencié »)

"committee" means a committee of the board, whether a standing committee or a committee struck for a particular purpose; («comité»)

"inquiry" means an inquiry that is conducted by an inquiry committee under section 14; («enquête»)

"inquiry committee" means a committee that is directed under clause 12(6)(b) to conduct an inquiry; («comité d'enquête»)

"judge" means a judge of the Court of Queen's Bench; («juge»)

"member" means a member of the association and, except in sections 3, 7, 9 and 11, includes a student; («membre»)

"secretary" means the secretary or the secretary-treasurer appointed under subsection 3(9); («secrétaire»)

"student" means a person who is enrolled in a course of studies established or sponsored by the association. («étudiant»)

Corporation continued

2(1)        The Certified General Accountants Association of Manitoba, incorporated by a private Act of the Legislature, is continued as a body corporate.

General powers of association

2(2)        The association has the capacity and, subject to this Act, the rights, powers and privileges of a natural person.

The objects of the association

2(3)        The objects of the association are

(a) to provide the means and the facilities by which members can increase their professional knowledge, skill and proficiency as accountants, auditors or financial managers;

(b) to maintain appropriate standards of practice among members that are consistent with the principle of self-regulation and the public interest;

(c) to regulate and govern the professional conduct of members; and

(d) to generally advance the professional interests of members.

Board of Governors

3(1)        A Board of Governors is hereby established as the governing body of the association.

Powers of board

3(2)        The board shall manage and conduct the business and affairs of the association and may exercise the powers of the association in the name of and on behalf of the association.

Composition of board

3(3)        The board shall consist of not fewer than five and not more than 15 persons.

Association non-members on board

3(4)        At least 20% of the persons elected or appointed to the board shall not be members of the association.

Board members to be elected

3(5)        Subject to subsection (6), board members shall be elected by the members of the association as provided in the by-laws.

Vacancies filled by appointment

3(6)        Where a vacancy occurs on the board, the board may appoint a person to fill the vacancy until the next annual general meeting of the association.

President and vice-presidents

3(7)        The board shall elect from its members a president, a first vice-president and a second vice-president.

Chairperson and vice-chairperson

3(8)        The president shall act as chairperson of the board and the first vice-president shall act as vice-chairperson of the board.

Secretary-treasurer

3(9)        The board shall appoint a secretary-treasurer or a secretary and a treasurer.

Appointee need not be board member

3(10)       A person who is not a member of the board or the association may be appointed under subsection (9).

Persons to be admitted as members

4(1)        The board shall admit a person as a member where the person

(a) satisfies the prescribed admission requirements; and

(b) demonstrates, to the satisfaction of the board, appropriate educational and professional qualifications and character.

Terms and conditions on admission

4(2)        The board may impose terms and conditions upon the admission of a person under subsection (1) as the board considers appropriate.

General meetings

5           General meetings of the association shall be held in accordance with the by-laws and at least one general meeting, designated as the annual general meeting of the association, shall be held in each calendar year.

By-law powers of board

6(1)        Subject to the provisions of this Act, the board may, by resolution, make, amend or repeal by-laws regulating the business and affairs of the association and its members and, without restricting the generality of the foregoing, the board may, by resolution, make, amend or repeal by-laws

(a) fixing the number and terms of office of board members;

(b) respecting the holding of regular, special and annual general meetings of the association;

(c) prescribing a curriculum and course of studies for students;

(d) prescribing the examination standards and the examinations required of students and other candidates seeking membership in the association;

(e) prescribing the academic or professional qualifications that are required for admission as a member and certification as a certified general accountant;

(f) prescribing the examination fees and tuition, if any, payable by candidates seeking admission to the association and by students;

(g) prescribing the duties and the remuneration of examiners;

(h) regulating and governing professional conduct of members;

(i) regulating and governing professional standards applicable to the practices of members;

(j) prescribing continuing professional education requirements for members;

(k) regulating and governing the duties, tasks, services and functions that may be performed by students and the limitations, restrictions or conditions, if any, under which such duties, tasks, services and functions may be performed;

(l) respecting applications for membership and prescribing application fees;

(m) prescribing categories of members and the rights, privileges and obligations that apply to each category;

(n) prescribing the membership fees and other fees or assessments payable by members whether on an annual basis or otherwise;

(o) regulating and governing the registration of members, including

(i) the renewal, suspension, cancellation or reinstatement of memberships, and

(ii) the imposition of limitations, restrictions or conditions on memberships;

(p) prescribing the form, content and issuance of certificates;

(q) prescribing penalties for breaches of the by-laws;

(r) prescribing a tariff of costs that may be charged against a member who is the subject of an inquiry;

(s) prescribing the administration fees payable with respect to applications, appeals or other proceedings under this Act;

(t) prescribing classes of specialists and licensees in branches or fields of practice, including

(i) the qualifications required for registration as a specialist or licensee and for the issuance of a specialist certificate or license,

(ii) the renewal, suspension, cancellation or reinstatement of a specialist certificate or license and the imposition of limitations, restrictions or conditions on a specialist certificate or license,

(iii) the use of terms, titles, initials or designations indicating specialization or a license in a branch or field of practice, and

(iv) the duration of specialist certificates and licenses;

(u) prescribing the requirements for nomination for election to the board and the procedure governing the election of board members;

(v) subject to the provisions of this Act, respecting the powers and duties of officers and members of the board;

(w) with respect to meetings of the board, general meetings of the association or meetings of a committee, prescribing

(i) rules of procedure,

(ii) quorum requirements,

(iii) methods of voting, and

(iv) qualifications of persons entitled to vote;

(x) establishing branches, regions, chapters or sub-sections of the association and prescribing the management organization of the branches, regions, chapters or subsections;

(y) authorizing the making of agreements, co-operative arrangements or affiliations with other institutions, organizations or professional bodies, whether or not located in the province;

(z) providing for the election, appointment, removal and remuneration of officers of the board;

(aa) providing for the election, appointment, removal and remuneration of officers, officials, employees or agents of the association;

(bb) respecting the powers and duties of officers, officials, employees or agents of the association;

(cc) establishing committees for carrying out the business and affairs of the board;

(dd) delegating to committees, officers, officials, employees or agents of the board or the association any of the duties, powers or privileges of the board or of an officer or committee of the board, other than the power of the board under this section to make, amend or repeal by-laws and other than the duties, powers and privileges of the secretary under subsection 11(1), the first vice-president and president under section 12, an inquiry committee under sections 13 and 14 or the board under sections 4, 17 and 18;

(ee) respecting the management and disposition of trust, charitable or benevolent funds in the possession of the association or of a member or firm of members, including the books, records and accounts to be kept with respect to such funds and the audit of such books, records and accounts;

(ff) setting the fiscal year of the association and determining the location of the head office of the association;

(gg) respecting the use of commercial advertising by members;

(hh) respecting the use of professional liability insurance by members;

(ii) respecting reviews by the association of the accounting practice of members;

(jj) defining a term that is used in this Act and that is not defined in this Act; and

(kk) respecting such other matters as the board considers necessary for the administration of this Act.

Incorporation of external standards

6(2)        In making or amending a by-law, the board may incorporate by reference as a part of the by-law a practice, rule or regulation of another association or organization having objects or purposes that are similar to those of the association.

Resolution requires majority

6(3)        A by-law resolution requires the approval of a majority of board members.

Coming into force upon confirmation

7(1)        Subject to subsection (3), a by-law resolution does not come into force until it is confirmed by the members at an annual general meeting of the association.

Confirmation of by-law resolution

7(2)        Where a by-law resolution is passed by the board, the board shall, at the next annual general meeting of the association, present the by-law resolution for confirmation by the members.

Option as to coming into force

7(3)        Subject to subsection (4), the board may declare that a by-law resolution comes into force on the day it is passed by the board.

by-law lapses if not confirmed

7(4)        Where a by-law resolution comes into force on the day it is passed by the board and is not confirmed by the members at the next annual general meeting of the association, the resolution ceases to have effect on the day after the date of the annual general meeting.

Members bound by by-laws

8(1)        Subject to subsection (2), a member and the practice of the member are bound by the by-laws.

Acts prevail

8(2)        Where a by-law conflicts with a provision of this Act, this Act prevails.

By-laws to be made available

8(3)        By-laws are public documents and may be inspected by a member of the public at any time during the usual business hours of the association.

Use of "C.G.A."

9(1)        No person, other than a member in good standing, may use the designations "Certified General Accountant" or "Certified General Accountant (Honorary)", or the corresponding abbreviated designations "C.G.A." or "C.G.A. (Hon.)", after the name of the person or with respect to the professional qualifications of, or the professional services provided by, the person.

Use of "A.P.A."

9(2)        Except where the person is a member in good standing and is permitted to do so under a by-law, no person shall use the designation "Accredited Public Accountant" or the corresponding abbreviated designation, "A.P.A.", after the name of the person or with respect to the professional qualifications of, or the professional services provided by, the person.

C.G.A. certifications by association only

9(3)        No person, body or organization, other than the association, may certify a person as a certified general accountant or purport to give to a person professional recognition or standing as a certified general accountant or as an accredited public accountant.

Offence

9(4)        A person, body or organization that contravenes subsection (1), (2) or (3) is guilty of an offence and liable to a fine not exceeding $1000.

Certificate property of association

9(5)        Notwithstanding the granting of a certificate to a member, the certificate remains at all times the property of the association.

Return of certificate upon request

9(6)        Where the board directs a member to surrender a certificate awarded to the member, the member shall forthwith deliver the certificate to the secretary.

Enforcement by injunction or other order

9(7)        For purposes of enforcing subsection (1), (2), (3) or (5), the board may apply to a judge for an injunction, including an interlocutory injuction, or other enforcement order.

Investments

10          The association may invest its funds in investments in which a trustee is authorized to invest under The Trustee Act.

Register of members

11(1)       The secretary shall keep a register of members.

Entry in register

11(2)       An entry in the register of members under subsection (1) shall include

(a) the full name of the member;

(b) the business address of the member;

(c) where applicable, the name and registered address of the professional corporation of the member;

(d) the date of admission to membership;

(e) the date of certification as a certified general accountant;

(f) where applicable, the date of certification as a specialist;

(g) the standing of the member;

(h) where applicable, the disciplinary restrictions, limitations or conditions to which the member is subject;

(i) where applicable, the name of the custodian appointed under subsection 12(7); and

(j) where applicable, whether the member is an undischarged bankrupt.

Member in good standing has rights

11(3)       Subject to subsection (4), a member who is listed in the register as a member in good standing is entitled to the rights and privileges of membership in the association.

Limitations or conditions apply

11(4)       Where a member is subject to a limitation or condition under clause 18(5)(b), the rights and privileges of the member are governed by the limitation or condition.

Register open to public inspection

11(5)       The register of members under subsection (1) is open to inspection by members of the public during the business hours of the association.

Reporting breaches of by-laws

12(1)       Where a person believes that a member, whether as a result of an act or omission of the member or the incapacity of the member due to illness or other disability, is in breach of a by-law relating to professional conduct or professional standards and that, as a result, the interests of the association or of a third party are at risk, the person may report the breach to the secretary.

Assessment by first vice-president

12(2)       Upon receipt of a report under subsection (1), the secretary shall refer the report to the first vice-president for a preliminary assessment.

First vice-president reports to president

12(3)       Upon the completion of a preliminary assessment under subsection (2), the first vice-president shall submit an assessment report to the president.

Immediate suspension by president

12(4)       Where the president, upon receiving the assessment report of the first vice-president, believes that immediate suspension of a member is required in the public interest, the president may impose a temporary suspension on the member effective immediately.

Suspension to be confirmed

12(5)       A temporary suspension imposed under subsection (4) is subject to confirmation by the board at its next meeting.

Action by president after assessment

12(6)       Where the president, after receiving the assessment report of the first vice-president, decides that an alleged breach of the by-laws is of a serious nature, the president shall

(a) inform the member of the preliminary assessment and of the decision of the president that the alleged breach is of a serious nature; and

(b) direct a committee of the board to conduct an inquiry.

Application for custodian

12(7)       Where the president, upon receipt of an assessment report under subsection (2), believes that the interests of third parties are seriously at risk, the president may apply to a judge for an order appointing a custodian to administer the business or practice of the member pending final determination of the matter.

Notice to member

13(1)       Where a committee is directed under clause 12(6)(b) to conduct an inquiry, the inquiry committee shall give the member to whom the inquiry relates seven days written notice of the time and place of the first meeting of the committee that is held for the taking of evidence.

Content of notice

13(2)       A notice under subsection (1) shall include a summary of the facts alleged in the report made under subsection 12(1) and in the assessment report submitted under subsection 12(3).

Service of notice

13(3)       A notice under subsection (1) may be personally served upon the member named in the notice or sent to the member by registered mail, postage prepaid, addressed to the member at the business address of the member as entered in the register of members under subsection 11(1).

Day of service of mailed notice

13(4)       A notice served by registered mail under subsection (3) is deemed to be served on the day following the day on which the notice is mailed.

Proof of service

13(5)       Proof of service of a notice under subsection (1) may be given by the affidavit or statutory declaration of the person who effects service.

Inquiry in default of attendance of member

13(6)       Where a member is served with a notice under subsection (1), the committe may, upon proof of service of the notice, proceed with the inquiry in the absence of the member.

Powers of inquiry committee

14(1)       An inquiry committee has the powers that commissioners have under sections 88 and 89 and subsections 93(1) and 93(2) of The Manitoba Evidence Act.

Quorum for inquiry committee

14(2)       Subject to a direction of the board providing for a larger quorum, the quorum of an inquiry committee is three.

Evidence and witnesses of member

14(3)       A member who is the subject of an inquiry has the right to present evidence, to call witnesses in defence and reply and, subject to subsection (4), to cross-examine witnesses.

Cross-examination by member

14(4)       The rights of a member under subsection (3) do not include the right to cross-examine a witness who is called by the member unless the inquiry committee, upon application by the member, declares the witness to be adverse or hostile to the interests of the member.

Inquiry in public if member requests

14(5)       Unless the member who is the subject of the inquiry requests otherwise, an inquiry shall be conducted in private.

Tape recording of proceeding

14(6)       An inquiry committee may use a magnetic tape recorder to record the evidence taken and the testimony heard during an inquiry.

Tape recording constitutes record

14(7)       A magnetic tape recording of the evidence taken and the testimony heard during an inquiry, certified by the chairperson of the committee to be a full and complete recording of the evidence taken and the testimony heard during the inquiry, constitutes, for purposes of this Act, a record of the evidence taken and testimony heard during the inquiry.

Right to counsel

15          A member who is the subject of an inquiry under this Act has the right to be represented by counsel at the inquiry.

Committee report to president

16(1)       Upon completion of an inquiry, the inquiry committee shall submit a written report to the president.

Report to include recommendation

16(2)       An inquiry report under subsection (1) shall include recommendations by the inquiry committee as to the disciplinary action, if any, to be taken against a member.

Presentation of report to board

16(3)       Upon receipt of an inquiry report under subsection (1), the president shall present the report to the board at its next meeting.

Mediation of disputes

17(1)       Where an alleged breach of the by-laws relates to, or arises in connection with, a dispute between members or between a member and a third party, the president may recommend to the parties that they attempt to resolve the dispute through mediation.

Reasonable time allowed for mediation

17(2)       Where the parties under subsection (1) agree to attempt to resolve a dispute through mediation, the president shall, before presenting the inquiry report to the board under subsection 16(3), allow a reasonable period of time for completion of the mediation.

Notice to member of possible action

18(1)       Where, upon consideration of an inquiry report, the board determines that disciplinary action might be required, the president shall send to the member who is the subject of the inquiry

(a) a copy of the inquiry report; and

(b) at least 14 days notice of the date, place and time of the meeting of the board at which possible disciplinary action against the member is to be considered.

Board to hear submissions of member

18(2)       At a meeting of the board under clause (1)(b), the board shall receive and consider the submission, if any, of the member who is the subject of the inquiry, but may, in its discretion, decline to receive further evidence.

Submissions by member

18(3)       A submission under subsection (2) may be written or oral and may be made by counsel acting on behalf of the member.

Committee members disqualified

18(4)       Where a meeting of the board is called under clause (1)(b), the members of the inquiry committee shall not attend the meeting or in any way participate in the consideration of the inquiry report by the board.

Board action

18(5)       After considering the submission, if any, of the member who is the subject of the inquiry, the board may take no disciplinary action, or may, by order,

(a) expel, suspend, fine or reprimand the member; and

(b) impose limitations or conditions upon the member or upon the rights of practice of the member.

Publication of the results of the inquiry

18(6)       In making an order under subsection (5), the board may, in addition, direct the publication of the results of the inquiry and any other information it deems appropriate.

Liability for costs

18(7)       The board may, by order, charge a member who is the subject of an inquiry with the costs of the inquiry.

Orders enforceable as judgments

19          A copy of an order of the board imposing a fine under clause 18(5)(a) or for costs under subsection 18(7), certified by the secretary to be a true copy, may be filed in the Court of Queen's Bench and enforced as a judgment of the court.

Application for reinstatement

20(1)       Where a member is expelled or is suspended for a period of more than 15 days, the member may

(a) after the 15th day following the day of suspension; or

(b) after the 30th day following the day of expulsion;

apply to the board for reinstatement as a member.

Members and public interest

20(2)       For purposes of an application under subsection (1), the board may reinstate a member where the board is satisfied that reinstatement is not contrary to the interests of the association or the public generally.

Actions done in good faith

21          No action may be brought against the board, a board member, a committee or a member of a committee or an officer of the board or against an officer, official, employee or agent of the association for actions done or decisions taken in good faith under this Act or on account of a procedural irregularity or defect of form in proceedings of the board or a committee.

Appeal to judge of Queen's Bench

22(1)       Where the board , by order made under subsection 18(5), takes disciplinary action against a member, the member may, within 14 days of service of the order upon the member, appeal the order to a judge.

Grounds of appeal

22(2)       An appeal under subsection (1) shall only be made on the grounds that the inquiry committee or the board

(a) failed to observe a principle of natural justice;

(b) acted beyond or refused to exercise its jurisdiction; or

(c) made any other error of law.

Appeal by motion

22(3)       Except as otherwise provided in this Act, an appeal under subsection (1) shall be by application in accordance with the Rules of the Court of Queen's Bench.

Appeal as to costs only

22(4)       Where the board under subsection 18(7) makes an order for costs against a member, the member may appeal the order to a judge.

Rules of Court apply

22(5)       Rule 62 of the Rules of the Court of Queen's Bench applies to an appeal under subsection (4).

Suspension of disciplinary action

22(6)       With respect to an appeal under subsection (1) or (4), the member making the appeal may, in accordance with Rule 63 of the Rules of the Court of Queen's Bench, apply to a judge for a stay of the order under appeal pending the appeal.

Transmittal of material to judge

22(7)       Upon receipt of notice of an application for purposes of an appeal under subsection (1), the secretary shall transmit to the registrar of the Court of Queen's Bench a certified copy of

(a) the record of the proceedings before the inquiry committee, including the evidence taken and the testimony heard in the course of the inquiry;

(b) the report of the inquiry committee under subsection 16(1);

(c) the minutes of the meeting of the board under subsection 18(2), including a copy of any written submission that is made to the board at the meeting; and

(d) the decision of the board under subsection 18(5).

Referral back to board

22(8)       Where an appeal under subsection (1) or (4) is allowed and an order of the board is declared invalid or set aside, the judge hearing the appeal shall refer the matter back to the board for reconsideration in accordance with such directions, if any, as the judge considers appropriate as a result of the appeal.

Application of surplus funds

23          Where, at the end of a fiscal year, the association has surplus funds, the funds shall be applied to the promotion and implementation of the objects of the association and shall not be distributed to the members.

Remuneration for secretary and officers

24          The secretary and other officers of the board may be paid such remuneration as the board determines.

Rights not affected

25          Nothing in this Act interferes with the right of a person who is not a member to practise as an accountant or an auditor.

C.C.S.M. chapter

26          This Act may be referred to as chapter C46 of the Continuing Consolidation of the Statutes of Manitoba.

Transitional

27          Upon proclamation of this Act, the governing board of the association, as constituted under the Private Act incorporating the association, continues as the board under this Act until a successor board is elected or appointed in accordance with the by-laws of the association made under this Act.

Coming into force

28          This Act comes into force on a day fixed by proclamation.