I recently acquired several documents related to the Canadian Action Coalition, including bylaws, annual returns, articles of incorporation, changes regarding directors, and change of registered office address.
Canada Action Coalition is an organization created to promote the oil and gas industry in Canada, including purchasing $21,000 in Facebook ads in 2020 criticizing rail blockades that occurred earlier this year. It was started by Cody Battershill, an oil and gas advocate, and included as a director Matt Gelinas, a conservative organizer.
The documents cover the filing years between 2015 and 2018.
While reviewing the documents, I noticed that the annual returns for 2016, 2017, and 2018 were filed by Tyler Shandro, Alberta’s current health minister, who was a partner at the Calgary law firm Wilson Laycraft.
One thing in particular stuck out to me regarding the annual returns filed by Shandro.
When Susan Gelinas filed the 2015 annual return, she indicated that the Canada Action Coalition was a soliciting corporation.
A corporation is considered soliciting when it receives over $10,000 in income from public sources in a single financial year, including gifts or donations from non-members, grants from government, and funds from another corporation that also received income from public sources.
Conversely, a non-soliciting corporation receives no public funds or less than $10,000 in public funds in each of its 3 previous financial years.
Since soliciting corporations receive public funds, they must meet additional requirements to ensure sufficient transparency and accountability for that income.
On 30 May 2016, Shandro submitted a 4006 form, which indicates changes to the directors of the corporation.
The form he submitted reported that both Susan and Matthew Gelinas were no longer directors of Canada Action Coalition. As such, Susan wouldn’t be submitting the annual return that year.
So Shandro did.
He also submitted the annual returns for 2017 and 2018. In all three years, he indicated that the Canada Action Coalition was a non-soliciting corporation.
Remember, a non-soliciting corporation receives no public funds or less than $10,000 in public funds in each of its 3 previous financial years. Given that Gelinas indicated in the 2015 annual return that it was a soliciting corporation, it’s odd that Shandro would indicate the following year that it wasn’t. 2018 would make sense, as it would’ve been 3 years by then, but the previous years seems odd.
The last year Shandro filed an annual return for Canada Action Coalition was 2018. He filed it on 6 November 2018. For reference, he announced that he was running for the UCP nomination on 20 April 2018, and he won that nomination on 27 October 2018.
Some time after Shandro submitted the 2018 annual return, Emily McDermott, an associate at the law firm Burnet, Duckworth & Palmer LLP filed annual return for 2018. This one had corrections.
Or more specifically, just one correction: she changed the 2018 annual return that Shandro filed from non-soliciting to soliciting.
Which means that at some point in 2016, 2017, or 2018, Canada Action Coalition did receive at least $10,000 in public funds, despite Shandro indicating that in each of those 3 years (and 2013, 2014, and 2015, by definition), they hadn’t.
So the question that remains is why was Shandro claiming that the Canada Action Coalition was non-soliciting corporation when it apparently was a soliciting corporation?
Actually, there’s another question. Why didn’t another associate at Wilson Laycraft take over the filing responsibilities? Why go with an entirely different law firm?
Well, something to keep in mind is that Burnet, Duckworth & Palmer LLP happens to be the law firm that registered the Canadian Energy Centre as a limited company last year. As well, BD&P has several lawyers sitting on the boards of multiple oil and gas-related companies, including Cardinal Energy, Crew Energy, Just Energy Group, Leucrotta Exploration, Storm Resources, TORC Oil & Gas, Velvet Energy, NuVista Energy, PrairieSky Royalty, Whitecap Resources, Zargon Oil & Gas, ARC Resources, Bonavista Energy, Advantage Oil & Gas, and Corridor Resources. It also is the incorporating firm for the Canadian Association of Petroleum Producers.
So maybe they were just friendlier to oil and gas than Shandro’s old firm was.
There’s a second thing to keep in mind.
In 2016, Shandro filed a form 4003, a change of registered office address.
In it, he indicated that the new registered office address would be at 5838 Burbank Road SE in Calgary, not the downtown office of Wilson Laycraft.
I’ve read a lot of incorporation documents over the last couple of months, and it’s common practice for law firms who manage incorporations to list their own address for their clients.
Case in point for Burnet, Duckworth & Palmer, when they filed a change of address in 2018:
Does this mean that Shandro wasn’t actually representing Canadian Action Coalition as an agent of his firm? And if so, why not use his own address? Why use the same address that the Doug Schweitzer Exploratory Committee used for their incorporation papers when determining if Schweitzer should run for UCP leadership? Or the same address Mike Ellis used during his run in the 2014 byelection in Calgary–West as a PC candidate, and for which Shandro was his official agent?
Well, before Wilson Laycraft, Shandro worked with the late-Hugh Ham as partners with Municipal Counsellors, a law firm focused on municipal law. But he left them in 2016, so if he used that firm’s address for the registered office address, it seems odd that there appears to be no change of registered address filed when he switched firms later in the year nor in 2017 or 2018.
Oddly enough, 5838 Burbank Road SE also seems to be the address for Gelinas, a mortgage broker, who happens to share a last name with two of the directors listed in 2015 documents for Canadian Action Coalition. I was unable to find a family connection.