Ontario Erectors Association, Incorporated v. International Association of Bridge, Structural and Ornamental Iron Workers, Iron Workers District Council of Ontario
[1982] OLRB Rep. May 716
032-82-M Ontario Erectors Association, Incorporated, Applicant, v. International Association of Bridge, Structural and Ornamental Iron Workers, Iron Workers District Council of Ontario, Interveners.
BEFORE: M. G. Picher, Vice-Chairman, and Board Members C. A. Ballentine and J. D. Bell.
APPEARANCES: Robin B. Cumine and William Jemison for the applicant; B. Fishbein, N. Wilson and J. Phair for the interveners.
DECISION OF THE BOARD; May 18, 1982
This is a reference to the Board by the Minister under section 139 of the Labour Relations Act, respecting a request for the amendment of an employer bargaining agency designation in the construction industry.
The applicant is a corporation without share capital, incorporated by letters patent under the Corporations Act, R.S.O. 1980 c. 95 on February 23, 1981. The material filed and the unchallenged representations before the Board establish that the Ontario Erectors Association (C'EA), a designated employer bargaining agency, established the applicant corporation as a means to facilitate normal business transactions. It appears that as an unincorporated association the OEA could encounter practical difficulties because of its lack of status as a legal entity. It could, for example, encounter difficulties dealing with a landlord who would be willing to execute a lease only with a legal personage, or in other commercial transactions with parties who prefer to do business with a clearly suable entity. By the same token, it felt that its own capacity to function would be enhanced if it gained the corporate status that would give it a clear right to contract and institute legal actions in its own name. While most of these benefits would accrue outside the collective bargaining sphere, from a practical standpoint the association viewed incorporation as a means to better discharge its obligations as a designated bargaining agent.
There appears to be nothing novel in the applicant's proposition. It filed before the Board the corporate returns for 1982 of 24 other incorporated associations which have been made designated employer bargaining agencies under the Act. Most of them have been incorporated since the early 1970's, presumably to better discharge their obligations as accredited bargaining agencies under the then current legislation. A number of them, however hold letters patent that substantially pre-date that period. There appears, therefore, to be nothing new in the concept of a designated employer bargaining agency having the status of a corporation without share capital. The unique dimension in the instant case is that it appears to be the first time an unincorporated association has become incorporated after the designation order and has sought to amend the order accordingly.
The incorporated status of the applicant appears to cause no prejudice to the designated employee bargaining agents or to the collective bargaining process contemplated under the Act. Counsel for the International Association of Bridge, Structural and Ornamental Iron Workers and the Iron Workers District Council of Ontario, the two corresponding employee bargaining agencies for structural iron workers, advised the Board that he had examined the documents of incorporation, had satisfied himself of their regularity and did not oppose the application for an amendment to the employer bargaining agency designation. He commented that he did not contemplate any adverse impact on the rights or interests of the designated employee bargaining agencies if the designation should be amended to vest in the applicant corporation.
The evidence submitted establishes that the incorporated association has all of the capacity requisite for the fulfillment of the obligations of a designated employer bargaining agency under the Act. Its application for letters patent contains the same objects of incorporation as are found in the constitution of the association, including the object of acting as bargaining agent for its members. The objects so described have been incorporated into the first by-law of the corporation. The corporation has nine directors as well as executive officers, all of whom have the same office and title in the unincorporated association. The Board is satisfied that the applicant corporation has the full capacity to function as a designated employer bargaining agency. If anything its corporate status should enhance its ability in that regard.
The success of this application will not immediately put an end to the role of the unincorporated OEA. As an accredited employer bargaining agency under several outstanding accreditations it will continue to discharge obligations relating to ongoing bargaining relationships in the heavy engineering sector. Counsel for the applicant advised the Board that if this application should succeed, there being no provision for the transfer of accreditation rights, the association and the corporation will apply to the Board for a reconsideration of the accreditation orders by which any outstanding accreditations can be made to vest in the corporation.
There is nothing in section 139 of the Act which either expressly or by implication would prevent a corporation without share capital from gaining the status of a designated employer bargaining agency. As the evidence establishes, a good number of such corporations have attained that status and have discharged their obligations without apparent difficulty. In the light of the foregoing the Board is satisfied that the purposes of section 139 of the Act and the interests of collective bargaining in the construction industry will not be adversely affected if the Minister should accede to the application. The Minister is respectfully advised accordingly.