Let’s all learn from the latest Canadian charity scandal

Staff Post
By Heather Young

CBC News’ recent article on the woes of the Black Business and Professional Association raises interesting questions for me.

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Briefly, the association engaged both a member of the board of directors and its executive director to provide consulting services through their respective companies, and then did not adequately disclose these related-party transactions in its T3010 Charities Return or in its annual financial audit.

The CBC, with contributions from Charity Intelligence Canada, has presented these infractions in light of a scandal. Indeed, anyone with sectoral expertise knows how vulnerable charities can be to manipulation and personal profiteering, so it’s hard to argue when journalists and watchdogs shine a spotlight on suspected “bad apples.”

A tale of improper behaviour allows us to shake our heads and say to ourselves, “that would never be me!” I think it’s worth exploring the story from a different angle; that is, as a cautionary tale from which other charity leaders might draw important lessons.

Perhaps this was a series of errors with no ill-intent – every bit as serious from both management and regulatory standpoints – but blunders to which any charity could be prey if safeguards weren’t in place.

I should say a couple of things up-front.

First, I don’t know any of the players. I’m basing my comments on having read CBC’s article, and on my own 30-plus years of charity accounting experience (mostly in the arts and culture space). I’m not qualified to evaluate BBPA – but I’ve seen enough comparable issues within enough organizations to know that the sector needs education on these matters – and that’s where I’m going with my comments.

Second, it’s important to affirm that indeed there’s a problem here.

“Related parties” include individuals such as directors who may be able to make or exercise influence over decisions. As such, their activities merit scrutiny. BBPA’s situation falls under three sets of regulations intended to enable that scrutiny:

• the Income Tax Act (federal) which governs the Charities Directorate and, by extension, T3010 reporting;

• Ontario’s Charities Accounting Act, which applies to charities based in Ontario; and

• the CPA Canada Handbook (CPA being Chartered Professional Accountants), which establishes principles for reporting financial information.

Under the Charities Accounting Act, directors can be reimbursed for out-of-pocket expenses, but cannot receive any other remuneration except under restrictive circumstances. As for the T3010, charities must answer the yes/no question, “Did the charity compensate any of its directors/trustees or like officials or persons not at arm’s length from the charity for services provided during the fiscal period (other than reimbursement for expenses)?”  Finally, the CPA Canada Handbook sets out standards for audit disclosure of related party transactions by not-for-profit organizations, of which registered charities are a subset.

Seems fairly cut and dried. So, what’s my rationale for suggesting that non-compliance might involve no deliberate wrongdoing?

I have long experience of charity leaders who possess limited financial expertise. In fairness, charity executives are hired for their dedication and proficiency in the charity’s field of mission, and directors are usually recruited to boards for both their dedication and the professional know-how they bring from their “day job.”

This can contribute to a situation where executive directors de-prioritize building their own finance and accounting skills in favour of recruiting trusted advisors – a bookkeeper, an auditor, and (hopefully) one or more board members with a strong finance background. (The ideal is often to recruit a volunteer CPA to the board of directors.)

In BBPA’s case, it seems possible to me that those two individuals secured the consulting gigs because they brought the optimal blend of expertise, familiarity with the association, dedication to the mission, and a fair price – and that the ensuing issues arose not from a desire to flout the rules, but from organization-wide unfamiliarity with the rules and the potential consequences of violating them.

Some CPAs and bookkeepers specialize in the sector, but many serve a handful of charities and focus most of their time on (more lucrative) business clients. Thus, an auditor, bookkeeper or finance-savvy board member might be at the top of their game in their core area of practice but be under-informed about the specifics of charity reporting in Canada.

An auditor might not have recognized the payments to board members. Catching them would have required making the connection between suppliers’ names as recorded in the books and the individual names on the board list – not necessarily obvious, especially if you’re not looking for the problem. And, if the auditor’s core expertise lay with business corporations, they might be less attuned to not-for-profit disclosure requirements and the risks that could arise from overlooking certain details.

Same applies to bookkeepers, with the additional thought that it’s typical for the government filing (in this case, the T3010) to be the auditor’s responsibility, meaning that a bookkeeper might be unfamiliar with the form and unable to back-stop disclosure deficiencies.

Add to this staff and board members who might acknowledge that they’re unfamiliar with charity regulation – but who might believe that they’ve covered this need by hiring experts. Of course, BBPA’s staff and board knew who they were contracting, but it’s quite imaginable that the connections weren’t flagged to the auditor or the bookkeeper.

As you can see, it’s conceivable that everyone involved believed that they were acting in the best interests of the organization, and that everything was in good hands. Sadly, the various players could all be looking at each other and trying to figure out who should have prevented this from happening.

The answer is that the board, as the governing body of the organization, is ultimately responsible for compliance. The board delegates operations to staff, and staff often hire expert service providers such as CPAs and bookkeepers. But, even if a deficiency arises at this lower level, the board must own it.

Ignorance of the law is no excuse for non-compliance. Given the plethora of regulations covering every aspect of business and charity affairs, how is this reasonable? The rationale for this foundational legal principle is that, if ignorance were an acceptable excuse, then wrongdoers could avoid liability by claiming that they were unaware of the rules. A companion concept states that the law must be properly disseminated – e.g., published and distributed – so that it is possible for all concerned to inform themselves.

So, it seems that BBPA has been caught out, fair and square. But is this a scandal, or a flaw in governance / management infrastructure that – if the truth were known – might not be all that uncommon across the charitable sector?

If my argument holds water – if I’ve presented a reasonable alternate view of the story – then perhaps the defenders of the sector should be discussing regulatory deficiencies and even ethical lapses as likely consequences of a situation where staff leaders hold sectoral expertise but are management generalists; where technical advisors (professionals plus those board members recruited for technical expertise) come up short on sectoral knowledge; and where, instead of that yin and yang adding up to a finely tuned whole, the matching deficiencies add up to disaster.

What do you think? Did you read this making mental additions to your charity’s governance to-do list? I’ll be very interested to read others’ comments!

UPDATED: T4As: Should we or shouldn’t we?

Staff Post
By Heather Young

According to the Canada Revenue Agency, fees for services provided by contract staff should be reported on a T4A slip in Box 048.

CRA’s Guide – titled “Filling out the T4A slip” under the Box 048 section – directs payers to: “Enter any fees or other amounts paid for services. Do not include GST/HST paid to the recipient for these services.”

A couple of observations.

The CRA makes no distinction regarding who provided the services. Many companies assume T4A slips are for freelancers – but that’s not what the Guide says. An email to the National Payroll Institute’s InfoLine as well as discussions with the CRA have confirmed that incorporated businesses should also receive T4A slips.

And for sure HST registration makes no difference! Every year, clients’ contract staff tell Young Associates bookkeepers that they don’t want a T4A slip because they have an HST number. Whether or not a contractor charges HST is irrelevant to the payer’s T-slip obligation.

Make no mistake: this has nothing to do with individual preferences. Our job is to do our best to help our clients – the payers – comply with the Income Tax Act.

We hear all sorts of variations from payers too. Some companies are willing to issue T4As to freelancers who work under their own name but not to those who have a company name. Other organizations make apparently arbitrary decisions; for instance, that they’re willing to issue T4As to actors but they don’t want to generate slips for technicians.

Indeed, there’s a lot of confusion out there – and, to boot, a tacit acknowledgement on the part of the CRA that the T4A requirement is unclear.

CRA’s Guide goes on to say: “Currently the CRA is not assessing penalties for failures relating to the completion of box 048.”

We don’t take this as a blanket pass for organizations to do whatever they want – and we don’t think you should either.

The wisdom from the National Payroll Institute – experts in the field – is that organizations should implement a process for issuing T4A slips to contractors so that when the CRA provides clear guidance they are able to comply immediately.

We can add to this some experience of payroll audits, where CRA examiners have scrutinized companies’ practices around T4A slip preparation.

Young Associates’ position is that clients need to work with their auditors and boards to interpret the Guide as best they can for their own situation. We always advocate for CRA compliance – and, if anything, for a more conservative interpretation that protects you from unwelcome attention from the government.

We appreciate comments on this post, although please note that Young Associates specializes in services for organizations. If you are an individual with a question about a T4A issue related to personal tax, we suggest that you contact a bookkeeper or accountant who prepares personal tax returns. 

How do I record a US$ or other foreign currency transaction?

Staff Post
By Heather Young

Accounting logic says that your financial statements must be denominated in one currency. Many organizations make regular payments to foreign artists, suppliers and others – so how can they record the transactions correctly?

Let’s take two cases.

In the first instance, let’s assume you only have a Canadian dollar bank account. That means you’re purchasing foreign currency (e.g. bank drafts or wire transfers) as needed. The bank calculates the cost in Canadian dollars by applying today’s exchange rate. This becomes your expense.

Suppose you’ve engaged an American soloist and agreed to pay them $2,500. The day you purchase the US draft, the US dollar is trading at 1.23. Your artist fee expense becomes 2,500 x 1.23 = $3,075.00, and you’ll see that amount being withdrawn from your Canadian bank account.

In this instance, the $2,500 US dollars don’t appear in your accounting records: the only value that counts is the Canadian equivalent. And, yes, that amount depends on the day! Yesterday the US dollar might have been worth 1.22 and tomorrow it might be 1.24! That doesn’t matter: what counts is the prevailing rate on the day of the transaction, because that determines how many Canadian dollars came out of your account. It is important to add a memo/note to the journal entry to indicate that the fee was $2,500 US dollars. This will create a link between the original fee agreement and the amount withdrawn from the bank, in case it is ever in question.

The process is different – and a little more complicated – if your organization owns a US dollar bank account. Now, the $2,500 US dollars must be part of your accounting entry, because that’s the number of US dollars you’re expending. Your accounting system must accomplish the following:

Record the number of units of the foreign currency you hold. (So, if you have $3,456 US dollars in the US bank account, that’s the number you should be looking at on your balance sheet.)
Record the correct value of that asset. (So, if you have $3,456 US dollars and today’s rate is 1.23, those US dollars are presently worth $3,456 x 1.23 = $4,250.88 Canadian.)
Record US revenues and expenses at the Canadian equivalent. (So, if you’re using $2,500 of those US dollars to pay your soloist, you must record an expense of $3,075 as calculated above.)

Many organizations deal with the problem by pairing the US bank account with a second asset account, named “Revalue US Dollars” or something similar. The foreign bank account captures the number of units of the foreign currency you hold. The paired account captures the difference in value to the Canadian dollar.

Thus, if your organization held $3,456 US dollars and the exchange rate was 1.23, the Revalue US Dollars account would contain $794.88.

Your entry to pay the American soloist would look like this:

This entry states the true cost of the soloist; it updates your US bank balance correctly; and it revalues your asset (those US bucks) according to today’s exchange rate.

Let’s take another example – a deposit. Suppose an American visitor paid for their ticket in US dollars. If they paid $45.00 US a day when the US dollar was worth 1.23, your entry would look like this:

Now: the face value of that ticket may have been some other amount. But, as a matter of fact, at today’s exchange rate you made $55.35 Canadian – so that becomes your revenue. 

As the month proceeds, you might have any number of transactions, each valued at the day’s exchange rate. Because the rate floats up and down, the amount in your “Revalue US Dollar” account eventually becomes inaccurate. For that reason, it’s important to “true up” the value of your US dollars from time to time. 

Many organizations would make a separate entry on the last day of the month to update their US currency to the month-end rate. 

Using the examples above, we started with $3,456.00 US dollars. We spent $2,500.00 and deposited $45.00 – bringing the account balance to $1,001.00. 

And, the Revalue US Dollar account started at $794.88; we subtracted $575.00 and added 10.35, bringing the account balance to 230.23.

Let’s say that the exchange rate on the last day of the month was 1.25. At that rate, our $1,001.00 is actually worth $1,251.25. Our month-end balance sheet misstates the value of the US dollars. The following entry “trues up” to the current Canadian equivalent. 

Note that this adjustment isn’t tied to any particular transaction: it simply corrects for the month-end exchange rate. The “pick-up” is allocated to a revenue account that specifically captures currency gain or loss. In months when the US dollar increases in value, you show a gain, because your “greenbacks” are worth more. But, when the Canadian dollar surges, you show a loss on your American currency.

These techniques allow you to have a foreign currency bank account – while still ensuring that your asset, and your revenues and expenses, are properly stated at their Canadian values. 
 

UPDATED: Bureaucracy 101: Today, Class, We’ll File an RC59 Form!

Staff Post
By Heather Young

See update below on a new CRA form which allows changes to a charity’s director, trustee, or like official information .

Somehow, successfully completing an RC59 Business Consent form – which authorizes access to CRA accounts for HST, payroll and more – has often felt like a hit or miss process. Sometimes there’s no issue, and in other cases it has taken repeated attempts to get account contacts updated.

I had an illuminating conversation with a CRA officer that has helped to resolve some important misunderstandings, and I’d like to share what I’ve learned.

The RC59 form identifies two levels of authorization. Level 1 allows information-only access: that’s what your bookkeeper should have. Level 2 individuals are authorized to make changes to the account and the information it contains: that responsibility should belong to your organization’s senior staff. CRA lists the actions that can be performed by each level here.

One of the potential disconnects to understanding the process is that there’s actually a Level 3 which is not directly referenced on the RC59 form, although you’ll find its powers itemized on the preceding hyperlink. A Level 3 individual is also referred to as a Delegated Authority – a term that appears in the RC59 instructions section under the heading “Part 5 – Certification.” Only individuals authorized at Level 3 are allowed to sign (certify) RC59 forms. 

Note that, by virtue of their position, members of your board of directors automatically have Level 3 access to your CRA accounts. Your Executive Director or General Manager does not: they must be appointed by a Director. 

The RC59 instructions state, “This form must only be signed by an individual with proper authority for the business, for example, an owner, a partner of a partnership, a corporate director, a corporate officer, an officer of a non-profit organization, a trustee of an estate, or an individual with delegated authority.” 

The potential misinterpretation is to fail to recognize “delegated authority” as a legal term with a prescribed meaning. In the not-for-profit world, boards of directors commonly delegate a broad span of authority to their senior staff, who, for that matter, may have the term “officer” in their job title, as in Chief Executive Officer or Chief Financial Officer. The fact that you are responsible for CRA reporting, or that you sign T3010s or any other tax-related documents carries no weight, and the only officers CRA recognizes are the officers of your board of directors, such as the President, Treasurer or Secretary.

Individuals can be appointed to Level 3, Delegated Authority, upon proper completion of an RC321 form, Delegation of Authority. Since staff typically handle the nitty gritty of CRA interactions, it may be convenient for organizations to appoint their ED as a Delegated Authority, so that they have the ability to manage other account representatives. 

The whole system rests on CRA having access to a current list of directors and officers of the corporation. We’ve often been in the position of filing an RC59 after a long-serving staff member departs – and learning, after much bother, that the only other contacts on record with CRA are ancient history. 

And, here is another disconnect. Registered charities are accustomed to sending CRA a detailed board list annually as part of their T3010 Charities Return. All corporations (commercial and not-for-profit) must also file annual information returns to the appropriate jurisdiction (provincial or federal), naming their directors so that they can be added to the public record. However, CRA’s Business Number (BN) Services Unit does not employ these sources of information. 

You need to make a special request to CRA to update your board list for the purpose of BN administration. There is no official form for this task. According to the CRA officer I spoke to, you must write a letter requesting the update, listing your board members, and providing proof of their appointment; for instance, a copy of the AGM minutes including the motion electing the board. A search of the CRA website for confirmation of these verbal instructions yielded this link, which affirms the general intent, but does not specify the process. If you need to update your board list with CRA, perhaps a phone call to the Business Window (1-800-959-5525) would be the best place to start.

Note that CRA can ask board members to provide their Social Insurance Number. The Charities Directorate does not collect this information, but the CRA at large requires it because board members bear a personal liability for amounts held in trust for the Receiver General, such as unpaid payroll source deductions and HST remittances. 

With your board list up to date, you will always be able to update the RC59 as needed. Putting this on your AGM “to do” list sounds like a good addition to administrative best practices.

So, class, what are today’s main take-aways?

Well, I hope that this information helps to put RC59 woes behind us – but, really, the most important lesson to be learned is the significance of board members to what we usually classify as an administrative process. I suspect most ED’s would prefer that their board members stay out of the minutiae of CRA dealings – but in fact the law assigns Directors an essential role.

By virtue of their position, they have full access to the corporation’s dealings with CRA, and they are the gatekeepers to staff, who are typically charged with direct responsibility for tax filings, remittances and related matters.

And let’s not forget the financial liability issue. When someone joins your board, they assume personal responsibility – legally, up to the point of being held accountable for payment! – for ensuring that taxes are collected, reported and remitted according to the law.

The issues around processing RC59s serve as a good reminder of board members’ fiduciary responsibilities, the details of which may become lost or blurred in the day to day reality of their role as informed, engaged and active volunteers, supporting the paid professionals who carry out administrative operations.

Update:

Some feedback from one of our clients: 

Both Young Associates and [redacted] now have Level 1 authorization to quote "interact with the Canada Revenue Agency." 

I should give a big thank you for all parties involved, with a special shout-out to Heather for giving us very detailed instructions, and for her written column on the RC59, and for [redacted]'s assistance is helping us submit the forms 7x, or so.

I know more now than I ever wanted to do about this process.

update 2: 

As of December 2016, the CRA has created a form to change or update a charity’s director, trustee, or like official information. The form can be submitted by email, fax, or snail mail. Visit the CRA website for more information. 

Note from the CRA: 
This form does not replace the requirement to complete Form T1235, Directors/Trustees and Like Officials Worksheet, when you file your Form T3010, Registered Charity Information Return. Form T1235 is used to update the director, trustee, and like official information in the Charities Listings.

You Can’t Outsource Financial Responsibility (Chickens Always Come Home to Roost.)

Staff Post
By Heather Young

I often teach and consult for artists and arts managers who have limited background in accounting and finance, and who therefore are reluctant (or even fearful) to step into this arena. 

The bad news is that, like all relationships, it’s a package deal - once you take on a management role, you must accept decision-making responsibility, even in areas that aren’t your greatest strength. The good news is that there are some simple techniques that will help you feel more comfortable in the driver’s seat, whereas failing to make the attempt (no head for this sort of thing, terrible with numbers… you’ve heard the excuses) can set you on course for disaster.

Case in point: a certain executive director was meticulous in the artistic/programming side of their role; not a detail escaped their attention. And yet, with no apparent irony, the ED declared their inability to do math and therefore complete dependence on the part-time bookkeeper to deal with day to day finances. Financial statements? That’s what the accountant prepared for the government. The ED complained about receiving terrible service, but had trouble articulating the problems or what improvements were needed.

This didn’t stop them from blundering ahead with ill-conceived financial decisions, often based on phone advice from a couple of more economically successful artistic colleagues, and at odds with the advice they were paying for. Later, they would turn to the accountant or bookkeeper to clean up the mess… while making it clear they didn’t want to hear the mechanics of what went wrong. In their view, poor results arose from poor execution by the contractors: “Not my job; just fix it.”

No wonder they felt angry and mistrustful: they didn’t know how to collaborate with accounting staff, let alone tell whether they were doing a reasonable job. And staff heard the unspoken message: there’s no point getting into it with the boss.

Don’t be that guy!

Henry Ford got it right: "One of the greatest discoveries a man makes, one of his great surprises, is to find he can do what he was afraid he couldn't do."

Sit down with your bookkeeper or accountant and review your statements together. Ask them to walk you through the important points. Do it every month. You know your organization; financials are just another way of telling its story. You’ll soon start to recognize features that indicate whether you’re on track financially. If your staff member can’t explain the numbers with confidence – well, maybe it’s time to get a second opinion on the quality of their work.

Expand the conversation with a few good questions, such as:

Are we compliant with the CRA? Can you walk me through our latest remittances or returns? (Your bookkeeper should be able to explain how amounts are calculated and reported to the government.)

When was our most recent bank reconciliation, and can I see the list of outstanding items? (Bank recs prove that cash is stated accurately, and they normally happen monthly. It’s unusual for online or ATM transactions to be outstanding, and uncleared cheques should be recent. In Canada, cheques are stale-dated after six months.)

Are there any particular areas of concern? (This depends on your situation, but you should have a sense of whether the explanation matches your observations.)

You can be a capable financial manager without being an accountant. Some “due diligence” with the financial statements will strengthen your working relationship with accounting staff, and generate that priceless reward, ease of mind.

Mission, Vision, Values, Mandate: an “Aha!” Moment

Staff Post
By Heather Young

In addition to being Principal at Young Associates, I am also a proud member of Arts Consultants Canada / Consultants Canadiens en arts, as are my colleagues Samantha Zimmerman, Anna Mathew, and Jerry Smith. I was privileged to be part of ACCA’s most recent strategic planning retreat, in my capacity as outgoing treasurer. Twelve of us, the current board plus “graduating” directors, shared a day of focused discussion and more than a few bursts of laughter, engaging in a three-year planning process.

As I expect many of us have done with strat planning clients, we began with a review of ACCA’s mission, vision and values. I confess that I’ve always been a little hazy on how to delineate those terms, especially when mandate is added to the mix – so I was relieved that we spent a few minutes confirming a common set of definitions.

At last, it all makes sense!

Mission captures the practical, desired outcome: what should happen because of what we do? Who are we serving, and who benefits from our work? It is an expression of structure, and appeals to the head – our rational side.

The vision is aspirational. It’s a dream that may or may not come true. Captured in a brief, inspiring sentence – think postcard, not novel – it appeals to the heart. 

Values are the principles that guide our actions: the compass that helps ensure we stay on the right track.

As for mandate, there was a small difference of views. Some would see it as synonymous with mission. Another view positions it as a legal term that captures our relationship with the government. This makes complete sense to me: for most organizations, the mandate statement in their articles of incorporation or letters patent is drier and more general than the directive they articulate for their strategic plan.

Remember Star Trek?

Well, the vision of the Federation might run something like, “that humanity achieve a more complete understanding of itself through exploring the universe.”

The five-year mission is articulated in Captain Kirk’s iconic opening narration: “to explore strange new worlds, to seek out new life and new civilizations, to boldly go where no man has gone before.”

The values, embodied in the Prime Directive, have inspired endless discussion in fan literature to this day, as a quick Google search will confirm!

And, I expect that somewhere within the files of the Federation’s legal department we could find a mandate statement, couched in formal terms, capturing all of the above from a governance standpoint.

As for ACCA, we had a productive and exciting day that yielded renewed mission and vision statements for the association. ACCA has now released the final version:

VISION:

Arts Consultants Canada / Consultants canadiens en arts (ACCA) members are valued contributors in a thriving, creative Canada.
 
Les membres de Arts Consultants Canada / Consultants canadiens en arts  (ACCA) contribuent au rayonnement d'un Canada créatif et florissant.
 

MISSION:

ACCA strengthens the arts in Canada by connecting a network of experts with Canada’s arts community and by encouraging the active exchange of its members’ expertise to advance and promote the development of the sector.
 
L’ACCA renforce les arts au Canada en raccordant un réseau d’expert(e)s au  secteur artistique canadien ainsi qu’en encourageant un échange actif d’expertise parmi ses membres pour favoriser le secteur.

Read more about the ACCA Strategic Plan here.