Offices in Ottawa and Perth
(613) 722-1500

CONTACT US (613) 722-1500

Not-for-Profit and Charity Law

Our Approach

Our Not-for-Profit and Charity Law team has extensive experience assisting large and small organizations in a variety of sectors with navigating the complex legal and regulatory framework unique to not-for-profits and charities.

We offer our full range of services to not-for-profits and charities, including as to employment law, real estate and litigation.  In addition, we offer the kind of specialized services that these distinct organizations require, including as to governance, regulatory requirements and compliance.  We can assist not-for-profits and charities in respect of matters involving the Public Guardian and Trustee or the Charities Directorate.  We are currently assisting clients with their transitions to the Not-for-Profit Corporations Act (Ontario) or ONCA.

Whether you are contemplating starting a not-for-profit or charity or are part of a long-standing organization, we are available to assist.

Services

We advise existing and yet to be established not-for-profits and charities on a wide range of legal issues including:

  • Incorporation, Supplementary Letters Patent, Articles of Amendment, and other organizational documents;
  • By-law creation and revisions (including transitioning into force of the new Not-for-Profit Corporations Act, 2010 (Ontario) (ONCA);
  • Charitable registration;
  • Annual governance, minute book maintenance and annual general meetings;
  • Special meetings and special business, including member or director terminations;
  • Controversial issues or disputes among directors or members;
  • General contract preparation, negotiation and review (including fundraising and employment/contractor agreements);
  • Advice regarding compliance with governing statutes, including the Canada Not-for-Profit Corporations Act, the Not-for-Profit Corporations Act (Ontario), the Cooperative Corporations Act and the Boards of Trade Act;
  • Director roles, rights, and obligations;
  • Member roles, rights, and obligations;
  • Regulatory and compliance matters, including as to the obligations of registered charities;
  • Risk management;
  • Privacy policies and terms of service;
  • Commercial lease preparation, negotiation and review;
  • Trade name registration;
  • Amalgamation, dissolution and revocation of charitable status.

No matter the service, we work directly with our clients throughout the process to ensure that they are fully informed and involved.

Incorporation

Incorporating a not-for-profit can involve challenging decisions. At the start of a new endeavour, decisions such as whether to incorporate provincially or federally and how to structure the corporation, including as to the board of directors and membership, may significantly impact the organization in the future.  Whether our clients are new to the sector or have experience incorporating a not-for-profit, we have the right expertise to assist them in developing a corporate structure that reflects their unique needs.

Maintaining Good Corporate Governance

Operating a not-for-profit or charity requires a thorough understanding of the legal landscape. Our knowledgeable Not-for-Profit and Charity Law team is committed to keeping up to date with current legislation and judicial decisions, conducting careful analyses and providing in-depth information and service so that each of our clients can confidently maintain compliance in all aspects of corporate governance. We assist with governance reviews, advise on governance requirements and best practices, annual general meetings, annual reports, resolutions, and minute book maintenance and have extensive experience in drafting, maintaining, and amending by-laws, articles of incorporation and letters patent.

Charitable Registration

Registering a charity can be a complicated process and involves a lot of specialized considerations.  We are available to assist our clients with all aspects of applying for registration, including drafting or review of charitable purposes and activities or assistance with the entire registration process.    If you have already applied for charitable registration and were unsuccessful, we are also happy to assist you with response to CRA requests or to assist you with revising your application for re-submission.

Governance Review

It is a best practice for a not-for-profit or registered charity to periodically review its constating documents and governance practices, including its Articles of Incorporation/Letters Patent, by-laws and policies.  We are happy to review these documents for compliance with governing legislation, compliance with regulatory requirements and best practices in terms of corporate governance – and to assist you with making any required updates to promote effective governance.

Compliance Review

Not-for-profits and charities often have questions regarding their obligations in respect of statutes and regulatory requirements, including Canadian Anti-Spam Legislation and the CRTC, the Charities Accounting Act, the Public Guardian and Trustee and the Charities Directorate of the Canada Revenue Agency.  We are available to assist with these inquiries.

Policy Review and Drafting

Not-for-profits and charities require suites of policies in respect of both governance and operations, including as to terms of reference for committees, conflicts of interest, board governance and employment matters.  We are available to review current policies or to draft any policies you may require.

Other Services

Corporate regulatory and legal frameworks for not-for-profits and charities often intersect with other areas of law. Mann Lawyers is uniquely situated given the various areas of law practiced at our firm. Where appropriate, our firm’s wide array of practice areas allow our Not-for-Profit and Charity Law team to collaborate, consult, and connect with experts in various areas of law to ensure a complete and thorough analysis of each matter.

Our Real Estate, Employment, Commercial Litigation, and Estates Teams also assist not-for-profits and charities with real estate transactions, employment contracts and disputes, conflict resolution, and estates matters (including charities named as beneficiaries in a Will or Trust).

Are you a member of a not-for-profit or charity seeking legal advice?

Our clients range from small to large not-for-profits and registered charities, including cooperative corporations, public and private foundations and registered Canadian amateur athletic associations.   They appreciate the client centred and efficient approach we take in providing our legal services.

For more information about our legal services relating to not-for-profits and charities, contact the Mann Lawyers Not-for-Profit and Charity Law team.

Not-for-Profit and Charity Law Team

“I reached out to Heather Austin-Skaret and her team to help me navigate a difficult Estate. I have to say dealing with Heather and her team was great in a difficult time. She was able to answer all my questions and point me in the right direction on all aspects of the Estate, sale of home, etc.  I would definitely recommend Mann Lawyers.” – S. H., Client

Connect with our Team

Offices in Ottawa and Perth     (613) 722-1500

Upcoming Events

Professional Event

Ink It Right: A Journey Through the Essentials of Contract Law

Date: 

April 29, 2024

Time: 

11:00 am

- 12:00 pm

Community Event

Show Tune Showdown

Date: 

April 27, 2024

Time: 

7:30 pm

Community Event

Helping With Furniture Gala

Date: 

April 26, 2024

Time: 

6:00 pm

Professional Event

Webinar: What is a Digital Executor?

Date: 

May 8, 2024

Time: 

6:00 pm

- 7:00 pm

Community Event

Spark Soirée

Date: 

May 3, 2024

Frequently Asked Questions

ONCA launched on October 19, 2021, and while ONCA took effect immediately, existing corporations have three years (so, until October 18, 2024) to amend their governing documents to comply with its provisions.

Both federally incorporated and Ontario not-for-profit corporations are required to either hold an annual meeting of the members or pass written resolutions of the members in lieu of the annual meeting.  Where a corporation wishes to proceed by written resolution, all members entitled to vote need to sign the resolution and the vote must be unanimous.  Both the Canada Not-for-Profit Corporations Act and the Not-for-Profit Corporations Act (Ontario) (ONCA) require that a corporation hold the annual meeting within 15 month of the previous annual meeting and within six months of the corporation’s fiscal year end.

Both the Canada Not-for-Profit Corporations Act and the Not-for-Profit Corporations Act (Ontario) provide that any business to be considered at an annual meeting of the members other than the required business (including election of directors, appointment of the auditor, presentation of financial statements) is special business.  Any matters to be considered at a special meeting of members is special business.

No, pursuant to both the Canada Not-for-Profit Corporations Act and the Not-for-Profit Corporations Act (Ontario) the directors of a corporation are not entitled to remove a fellow director from office.

Yes, this legislation, colloquially known as CASL, applies to not-for-profits and registered charities – however, CASL contains specific rules and exemptions that apply to these organizations, including in respect of communication with members and fundraising activities.

Not-for-profit organizations and registered charities should have policies and procedures in place in respect of CASL, to ensure that their communications are managed so that those communicating with the public on their behalf understand their obligations.

Yes, the board of directors of a not-for-profit corporation do need to be concerned about conflicts of interest – directors should be aware of both their obligations under legislation and best practices in respect of appropriately managing such conflicts.

We recommend that not-for-profits and registered charities have a conflict of interest policy that sets out what constitutes a conflict of interest (including any inclusions specific to your organization), the appropriate process for managing conflicts and that directors and officers be required to review this policy on election to the board and each year thereafter.

No, only a registered charity can issue a charitable receipt.

Every corporation incorporated pursuant to the Canada Not-for-Profit Corporations Act is required to file an annual return with Corporations Canada in each year.  In addition to this annual return, CNFPCA corporations are required to update Corporations Canada of any changes to its registered office and any changes to its board of directors within 15 days which includes updating after each resignation, filling of a vacancy or election.

The short answer to this question is “yes”.  Although incorporation does significantly limit the liability of individuals involved with an organization, there are still some circumstances in which directors can be liable for corporate issues.  This includes where directors act outside the scope of their fiduciary duty to the corporation, in respect of unpaid taxes and remittances to government and pursuant to various statutes, including occupational health and safety and employment standards legislation.

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