Practices:

  NON-PROFIT


There are over 85,000 Canadian registered charities and nearly 100,000 non-profits in Canada. Donors, stakeholders, the public, regulators, and the general public, have increasingly criticised non-profits and charities, in their continued desire for transparency and openness in the conduct of their affairs. We assist non-profits and charities to meet or exceed the high standard to be transparent, effective, ethical, and legal.

We understand that legal issues are only one of many matters that a charity, and its executive staff and board of directors, has to contend with. We work with the non-profit or charity to prioritize action items and address concerns in a way that provides the least disruption to the operation of a charity and its respective mission. We work with our non-profit and charitable organization clients to proactively resolve issues so that donor, regulator, and media attention remain focused on the good work of the organization, and not distracted by other issues.

This is becoming an increasingly complicated area of law in Ontario. We pride ourselves on providing practical and affordable high quality advice that encompasses ethical and proper management issues along with the legal advice.

We provide services to these types of organizations, including:

There has been a heightened interest in corporate governance of charities. Proper management and the degree to which they are transparent and accountable to their donors and stakeholders are issues to which stakeholder are attuned. We provide advice to non-profit or charities that are suffering from the effects of poor governance.

We recognize that board governance is a complicated and often difficult task. We work with your board to ensure appropriate relationships exist between the charity and its board of directors and staff.

We provide assistance with the legal and practical issues. We have the added benefit of multi-organizational experience and an expert ‘outside eye’ to enable us to be more objective about the assessment of the situation. In some cases lawyers are called in because the charity is made up of friends or business associates and it is far easier for the lawyer to tackle the issues compared to any individual officer, employee or board member. Addressing certain issues in a poorly governed charity without legal advice may take many months and result in unfavourable conditions. We help you focus on the invaluable charitable work that you are experts in. To do otherwise can prove to be extremely costly in terms of wasted time and resources. Although we are frequently called on to assist with crises, most work in corporate governance is preventive in nature and usually involves assistance with policy and procedure drafting, tweaking by-laws and making suggestions for incremental improvements in the charity's governance.

We also assist the Board with proper management and oversight techniques and requirements. We discuss proper indemnities and insurance coverage(s), as well as implementation of policies, procedures and guidelines for the organization.

Charities routinely interact with commercial agreements / contracts to enter into binding obligations. Commercial agreements should be reviewed by lawyers in order to ensure proper risk management, and that charities have systems in place to draft, review and file them. Agreements such as commercial leases typically establish long-term relationships for the use of a facility. It can be one of the most important legal documents that a charity enters into. Charities often lack the expertise to properly review these documents. Provisions such as termination, renewal, relocation clauses, end of term provisions, leasehold improvements, fixture determination, require particular expert review. Some charities outsource their fundraising to a third party. It is very important that the charity fully appreciates the nature and effect of the agreement with the third party. Agreements with funders or donors can have important implications for a charity such as major gift agreement or contribution agreement. We assist charities in reviewing, modifying, and if requested, negotiating various types of agreements and contracts.

We assist organizations with the changes needed under the Canada Not-for-profit Corporations Act (CNCA). The CNCA affects federal non-profit corporations incorporated under the Canada Corporations Act (CCA). We also advise Ontario non-profits and charities on the Not-for-Profit Corporations Act, 2010 (ONCA) –still to be proclaimed.

CRA audits can be a very unnerving experience. There is potential for both a financial impact and a deleterious effect on the organizations hard-earned reputation. Should your organization be subject to an audit, we recommend contacting a lawyer to preserve your rights and ensure the process is as pain free as possible. We are happy to help in this regard.

We can attend a training session you are putting together for your organization, or we can provide material to you that your board, employees and volunteers will find helpful and relevant for the effective and efficient operation of your organization.

We strongly encourage our clients to commit to a training program. Not only is some training mandatory, but it provides all stakeholders with the latest options and tools available to them to perform their tasks. Properly trained staff and volunteers are happier and safer. Properly trained board members are more confident, better leaders and more effective.

We have a diverse employment law background. We have been providing employment law advice to organizations for decades. As employment law practitioners, we truly believe that the people who work for charities are one of its most important resources. Our non-profit and charity clients are rightfully focused on their charitable objects and mission statements. We assist them with understanding their many faceted employment law issues.

Some of the issues that we help address include consequences of mischaracterization of an employee as an independent contractor; remittances for CPP and EI; threat of interest and penalties by CRA; Executive Director compensation; Board expense reimbursement; performance reviews, employment contracts; discipline, absenteeism, performance management, termination and severance; employee and board training; health and safety; parental and maternity leave; discrimination; and contractor/consultant agreements.

It is important that non-profits and charities consider incorporation. It provides limited liability for the members and directors of the organization. It also provides a structured framework for corporate governance and holding property. We assist our clients with the incorporation and organization of their corporation.

Certain activities the organization performs may be subject to intellectual property rights. A slogan or saying used by the organization may be valuable and should be protected. We can assist you with assessing if protection is required and the registration of the various intellectual property, copyright, and trademark protections and/or registrations.

There are detailed compliance requirements and stakeholder expectations for registered charities. Some of the legal issues that charities face include addressing transparency and rules for political advocacy; carrying on a related business; meeting disbursement quota obligations; proper issuance of receipts; making sure that its activities are charitable in scope and within the objects of the charity; having appropriate direction and control when dealing with organizations/intermediaries that are not registered Canadian charities; rules and expectations surrounding fundraising and CRA's Guidance on Fundraising.

Although we assist charities before, during and after audits, most of the work in maintaining charitable status is done by organizations pre-emptively tackling issues. It is less stressful and more cost effective to deal with the issues before any media or CRA inquiry.

For many reasons charities may enter into relationships with other charities or non-profits including partnership agreements, joint venture agreements, contractor agreements, etc. It is important to document these relationships and to ensure that they have all the necessary legal elements whether from a contractual or Charities Directorate perspective.

Many planned gifts such as bequests, gifts of marketable securities, gifts of land, gifts of residual interest and gifts of life insurance may require legal advice or assistance.

Registered charity status with the Canada Revenue Agency is not required. However, many of our non-profit clients have charitable status. We are advised that they find it vital to their survival, as they receive much of their funding from donations from individuals or from others who, for tax purposes, require that they be registered charities. We assist clients with the application to obtain charitable status.

We routinely provide advice on risk management for our non-profit and charity clients. We review policies, procedures and operations to determine if their operations are compliant with the current legal requirements, A major goal of these reviews is to minimize risk and to incrementally improve their operations before a donor, the media, or the Charities Directorate expresses concern. We work with charities to conduct reviews that ultimately result in a plan for a charity to improve its operations.