Ottawa-Cornwall Catholic corporations merge

Summary#

This bill merges two existing Roman Catholic diocesan corporations into one new corporation under Canadian law. It aligns civil law with a 2020 church decision that joined the Archdiocese of Ottawa and the Diocese of Alexandria-Cornwall. It transfers all assets, debts, contracts, lawsuits, and donor gifts to the new body and sets basic governance rules.

• Creates “The Roman Catholic Episcopal Corporation of Ottawa-Cornwall” as a special Act, non-profit corporation without share capital (Amalgamation; Status).
• Transfers all property, debts, claims, lawsuits, and judgments from the two prior corporations to the new one by law (Effect of amalgamation (a)-(f)).
• Treats existing wills, trusts, and donations naming the old corporations as gifts to the new one (Effect of amalgamation (g)).
• Makes the Archbishop the sole member; allows him to appoint advisers; sets consent rules for selling or mortgaging real estate (Members; Archbishop’s powers; Limitations — real property).
• Sets the head office in Ottawa or in any city where the Archbishop resides (Head office).
• Deems one predecessor corporation continued under the Canada Not-for-profit Corporations Act for amalgamation purposes and repeals the 1884 federal act for Ottawa (s. 10(2)-(4); Repeal).

What it means for you#

• Households and parishioners

  • Church services and ministries remain under a single civil-law corporation for the Ottawa–Cornwall diocese; the bill does not mandate service changes (Objects).
  • If your will or past donation named either old corporation, the gift now legally goes to the new corporation without change to your documents (Effect of amalgamation (g)).

• Donors, executors, and trustees

  • Bequests, trusts, and donations to the old corporations take effect in favor of the new corporation automatically (Effect of amalgamation (g)).
  • No need to reissue cheques or revise instruments solely due to the name change, unless your institution requires updated payee details (Effect of amalgamation (a), (g)).

• Employees, clergy, and volunteers

  • Existing contracts, liabilities, and claims continue with the new corporation. You do not need to sign new agreements solely because of the amalgamation (Effect of amalgamation (b)-(e)).
  • The Archbishop is the sole corporate member and may appoint advisers or assistants to run operations (Members; Archbishop’s powers (1)).

• Vendors, lenders, insurers, and counterparties

  • Contracts, loans, leases, insurance policies, and litigation continue with the new corporation without interruption (Effect of amalgamation (b)-(e)).
  • Real estate deals by the corporation require written consent from one diocesan clergy member and one lay person appointed by the Archbishop for that purpose, and a declaration on the instrument (Limitations — real property (2); Execution of instruments (3)).

• Local governments and registries

  • Title to all church-owned property transfers to the new corporation by operation of law; no court action is required to effect the transfer (Effect of amalgamation (a)).
  • The head office is Ottawa or wherever the Archbishop resides, which may require updates to records when leadership residence changes (Head office).

Expenses#

• Estimated net cost: Data unavailable.

• No fiscal note or government appropriation is included in the bill. Data on administrative costs to federal authorities, if any, is not provided in the text.

• The bill creates no taxes, fees, grants, or penalties (Bill text).

Proponents' View#

• Aligns civil law with the 2020 papal decision to merge the dioceses, reducing legal mismatch between church and civil structures (Preamble).
• Ensures continuity: assets, debts, contracts, lawsuits, and judgments carry over without gaps, lowering legal risk for parish operations and third parties (Effect of amalgamation (a)-(f)).
• Protects donor intent by deeming bequests and donations to the old corporations as gifts to the new corporation, avoiding the need to revise wills and trusts (Effect of amalgamation (g)).
• Confirms non-profit status and bars any personal benefit to the sole member, which supports charitable use of assets (Non-profit corporation (1)-(2)).
• Sets a clear, streamlined governance structure with the Archbishop as sole member and explicit rules for handling real estate (Members; Archbishop’s powers; Limitations — real property).

Opponents' View#

• Concentrates control in a single individual; external checks on real estate transactions rely on two persons appointed by the Archbishop, which may offer limited independence (Members; Limitations — real property (2)).
• The Act does not set public reporting, audit, or transparency requirements in its text; stakeholders wanting detailed disclosures must rely on other applicable laws or internal policies (Status; Bill text).
• The head office can change when the Archbishop’s residence changes, which could trigger repeated updates to public filings and vendor records (Head office).
• The execution rule for real estate instruments relies on an internal declaration that consent requirements were met, which may reduce third-party visibility into the approval process (Execution of instruments (3)).
• Repeal of the 1884 act and name changes could cause short-term administrative confusion for parties referencing legacy corporate names, despite the continuity clauses (Effect of amalgamation; Repeal).