Like most municipalities in Ontario, Oro-Medonte has a chamber of commerce. Chambers exist to give business owners a collective, non-partisan voice and provide members with practical benefits like networking, business promotion, marketing, and access to group benefit plans.
Unlike other chambers, the Oro-Medonte chamber has a director who is an elected politician, Ward 4 Coun. Shawn Scott. He wasn’t elected by the chamber members but rather appointed by the Township of Oro-Medonte.
Scott’s dual role as director of the chamber, and township councillor, puts him in perpetual conflict. It doesn’t matter what Scott says to convince chamber members, and the general public, that he is objective. He can never eliminate the perception of a conflict and therefore his position as director is untenable.
Scott’s directorship is not a token appointment. Article V of the chamber constitution and bylaws gives the board power to govern and direct the affairs of the chamber. It limits the elected directors to 13 but says “there will also be one director appointed from the Township of Oro-Medonte by the township council,” effectively guaranteeing the township a seat on the board.
The chamber website shows the current board has seven elected directors, plus Scott. Although Scott does not have voting control, the township effectively controls the chamber by providing a substantial amount of its funding through grants and loans. This economic dependence puts Scott in the driver’s seat and his one vote is magnified many times, possibly to the point of controlling the board.
Voting power on the board puts the councillor squarely in conflict with his obligations to the public as a township councillor and the chamber is not compliant with the member conditions of the Ontario Chamber of Commerce (of which the Oro-Medonte chamber is a member).
According to the Ontario Nonprofit Network, a network of 58,000 non-profits in Ontario, there is a duty of loyalty imposed on directors and a director “must put the organization’s interests above their own and above another organization to which they have fiduciary duties.” This means the councillor is bound to put the chamber’s interest ahead of the township (and public) interest.
The councillor is also bound by the township council code of conduct that says a councillor must “recognize that they are representatives of the township and that they owe a duty of loyalty to the residents of the township at all times.”
How can Scott reconcile these conflicting legal duties? Every time a matter comes before the chamber board or council that involves the board, a chamber member, or the township, there is a conflict. It is inevitable conflicts will arise, and likely with a lot of frequency.
The councillor could have tried to manage conflicts by disclosing them at relevant council meetings and/or recusing himself from any discussions or voting. Although the appearance of a conflict would remain, and corrective action would still be necessary, the councillor would have at least acknowledged the conflict and made an attempt to mitigate actual or perceived damage. This was rarely, if ever, done.
In a limited review of council meeting minutes, I found three conflict situations — two involving the chamber and a one involving a significant chamber member — and the councillor was an active participant in all three cases:
- Dec. 8, 2021: Scott prepared and submitted to council an “update economic development assistance application 2022.” This included Scott’s recommendation “that the Township of Oro-Medonte council approve the OMCCT funding in the amount of $15,000 for 2022.” The councillor also sponsored the motion. His position of director of the chamber was posted on the report but he did not declare it in the meeting and was an active participant in the discussions.
- July 6, 2022: Jamie Robinson, MHBC Planning, on behalf of Wolf Steel Ltd. (Napoleon), and Chris Schroeter, Wolf Steel Ltd., made a deputation to council to “request council support of a proposed revision to the minister’s zoning order (MZO) O. Reg. 41/22 for the lands located at 17 Guest Rd.” MZOs are a controversial tool, and not all members of the public are in favour of the minister using this power to override local planning decisions, so this is a significant public issue. Napoleon is a large business member of the Oro-Medonte chamber and its website has a picture of its 27-person team. The councillor did not announce the conflict and participated in the discussions.
- Sept. 14, 2022: The township received “correspondence dated July 22, 2022 from Sylvia Stark, executive director, Oro-Medonte Chamber of Commerce and Tourism re: request to subsidize a bridge loan.”
The councillor took the lead in discussions and recommended advancing a $50,000 loan to the chamber to cover the chamber’s short-term cash flow deficiency, which arose from spending grant money in advance of receiving it.
Non-partisanship allows chambers to operate effectively as business advocates. Once they cross the line and start advocating for one business segment over another, or allow political influence in its governance structure, it morphs into a specific industry advocate, or an extension of a political entity, but is no longer a non-partisan advocate for business.
Non-partisanship is a key part of the mission of the Ontario Chamber of Commerce and it takes pride in its 110-year history as “Ontario’s non-partisan business advocate.” Avoiding political non-partisanship is so important to the Ontario chamber, its member code of conduct requires, as a condition of membership, “no political party or elected official shall be eligible to be a member of the corporation.”
When asked about Scott’s directorship, the Ontario Chamber of Commerce’s vice-president for member services, Tracy Macgregor, said she had communicated with the Oro-Medonte chamber executive director about the matter but declined to provide the contents of those communications or comment on whether the Oro-Medonte chamber is compliant with its member conditions.
It’s not uncommon for chambers to have persons from outside the membership serve in an advisory capacity, but rare, if ever, to see them appointed to the board as a regular director.
The Greater Barrie Chamber of Commerce allows up to 11 “advisory directors” but says those directors “shall have no vote upon matters involving the governance, policy or procedures of the chamber, but may vote with respect to issues of general business significance.”
The Orillia District Chamber of Commerce has 15 spots for appointees, including a vacancy for the Township of Oro-Medonte, but none of these appointees are given the right to be on the board. Their board is composed entirely of persons elected by the members.
Nathan Brown, the 2020 Orillia chamber president, said, “There is a misconception of what the chamber is. We were never a political group. We are a business group.” (OrilliaMatters) That’s probably the reason politicians are not granted a seat on the board.
The name used by Scott in dealing with township council is different from the Oro-Medonte chamber website, so I obtained a report from the Ontario government to determine which one is correct.
A search of the Ontario Ministry of Public and Business Service Delivery shows the chamber registered the business name “Oro-Medonte Chamber of Commerce and Tourism” on July 7, 2021, but the corporate name history shows the name “Oro-Medonte Chamber of Commerce” and this has not changed since Feb. 19, 2004.
The requests for financing, and the name used in Scott’s report to council, was “Oro-Medonte Chamber of Commerce & Tourism,” but this is absent from the public record and is therefore an unregistered name.
The names are similar, but the use of “and” instead of an ampersand (“&”) is a subtle but important difference. Either there are multiple errors made by Scott and chamber executives, and the name registered with the government is the correct name, or there are two different names (and maybe two entities) — one registered and one not.
According to the chamber’s bylaws, the name of the chamber is Oro-Medonte Chamber of Commerce. It’s different from the other two names since it does not include the word “tourism.” It appears in the public record as well as member directories of the Ontario chamber and the Chamber Executives of Ontario Association.
The chamber bylaws allow the board to pass bylaws, but in Article X it also allows members to make bylaws or repeal or amend a bylaw at a general meeting. It appears a bylaw passed by the board must be presented to the members and, unless the members repeal or amend it, the bylaw is effective. Since neither the board nor members have amended the bylaws since 2012, the only authorized name is Oro-Medonte Chamber of Commerce.
Whether this means contracts, agreements and any other records using either of the two unauthorized names (that include the word “tourism”) are null and void is an open question, but the township needs to review this and decide if agreements with the chamber are legally effective.
The public record shows numerous discrepancies compared to the chamber website. The public record shows five individual directors from the past, one of whom began service 18 years ago, but none of the eight directors shown on the chamber website.
None of the executive committee are shown as officers in the public record, including the president (and former councillor), John Crawford, the vice-president (and 2022 Ward 5 councillor candidate), Rick Schell, and executive director Sylvia Stark.
The Ontario Corporations Information Act requires corporations to submit current and accurate director and officer information, which includes name, address for service and the date they began as an officer or director. There are potentially serious legal consequences if the chamber was found to have made false or misleading statements or omitted “material facts” that make the statement false or misleading. Directors are also liable if they “authorized, permitted or acquiesced in such offence.”
There is also a question of why Scott and the chamber would use the word “tourism” as part of the chamber name. A search of the Chamber Executives of Ontario Association member directory does not show any other chamber using the word “tourism.” Most, if not all, use the generic terms “chamber of commerce” or “board of trade.” Coincidentally, so did the Oro-Medonte chamber.
The chamber has made tourism its prime mission, but questions arise when you consider the historical facts published by the County of Simcoe. In March 2021, the county reported:
- Tourism represents 10 per cent of jobs.
- Tourism jobs fell by six per cent (121) from 2016 to 2021.
- The average wage in the tourism sector was $23,492, which was the lowest of four sectors reported in the county and less than the average Ontario wage of $27,070.
No doubt, the township can produce reports, bought and paid for by the taxpayer, that show a positive tourism outlook, but they are projections based on assumptions. The county report shows a small industry with continuing job losses and low-paying jobs.
Why would the township promote this sector instead of more robust ones with more potential? Why would the chamber make tourism its prime mission given it accounts for only 10 per cent of the jobs (and, presumably, 10 per cent or fewer of the businesses in the chamber)?
The answer may lie with Burl’s Creek, a large entertainment venue across the road from the township offices, which has long been a favourite of the township, and chamber, and is a special friend of Scott.
In the 2018 election, Burl’s Creek owners and management contributed substantial funds to the mayor, councillors Scott and Cathy Keane and unsuccessful candidates John Crawford (who later became president of the chamber) and Errin Dickins, among others. This may be repeated in the 2022 election, but the public won’t know until the candidates file their election financial statements, due March 31, 2023.
When the question of contributions to his campaign was raised by an Oro-Medonte citizen in 2019 (BarrieToday), Scott said, “Well, from the onset I campaigned on a number of different platforms. I’ve always been a big supporter of Burl’s Creek, from the position of someone trying to get elected and as an end user.”
The existing organizational conflict with the chamber renders Scott incapable of rendering impartial assistance or advice to council. The political contributions he received (and may be receiving in this election), and his ardent support for the industry of his major campaign contributor, of which there is dubious benefit to the public and the chamber, add fuel to the fire.
The first step in remedying this is for Scott to resign as chamber director. Although he’s in the middle of seeking re-election, a resignation letter or email from him should take less than 15 minutes.
If Scott neglects or refuses to promptly resign, the chamber should immediately terminate him and amend the bylaws to remove the township’s right to appoint a director.
If the chamber wants to keep the names used by Scott and others that include the word “tourism,” they should put the proposed change to the members for a vote. Until that happens, it appears the only authorized name is Oro-Medonte Chamber of Commerce.
If Scott and/or the chamber neglect or refuse to act promptly, the Ontario chamber should move to terminate the Oro-Medonte chamber membership in the Ontario chamber. The township should revoke Scott’s appointment.
The Ontario chamber did not answer questions of whether it views the Oro-Medonte chamber as noncompliant with its member conditions or if it would take any enforcement action. As a private organization, the Ontario chamber is not required to disclose information, but it raises questions about the effectiveness of its conduct standards and its stated commitment to non-partisanship. The public interest is not well served by its opaque response.
There is also an open question of whether the councillor is compliant with the council code of conduct. The integrity commissioner is prevented from opening an investigation during an election, so a complaint cannot be made until after the election. However, this does not prevent council from making a decision any time to remove Scott as the township appointee and leaving the position permanently vacant.
Removal of Scott is the best first step in remedying this quagmire. This can be done quickly and easily by Scott resigning, or the chamber terminating him, rather than spending public time and money to oust him.
It’s time for the chamber to show business leadership and fulfil its mandate as the non-partisan voice of business, instead of being a political tool of the Township of Oro-Medonte.
Keith Doxsee, CPA/CA, CFP, is a financial professional with more than 30 years’ experience as a self-employed business owner. He has been a director, and a committee member, of numerous non-profit organizations. His interest in Oro-Medonte stems from many years of family property ownership on Lake Simcoe and a passion for participation in municipal issues.
