The following legal questions have been submitted by Ontario charitable organizations through VLS's Online Hotline system. As a VLS volunteer lawyer, we need your help to provide answers to these questions, which are usually fairly short and do not require a full application and meeting with a lawyer through VLS. Once completed, many of these are added to our FAQ page.

If you can answer one or more of these questions, please contact us and we will assign it to you--removing it from this page to avoid duplicate answers. Please try to keep your answer as brief as possible, but feel free to reference additional resources if necessary.

* Questions have been recorded as sent in by organizations; therefore, there may be typographical and grammatical errors.

Thank you for your assistance!

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139 Charitable Registration

My charity is already registered and incorporated. However, the Board would like to change the Constitution. We had an official AGM in April, but at that time the former board was unsure as to how to go about changing the Constitution. We would like to make it so that we can have a paid membership. Currently the membership is more or less unofficial, and we would like to be able to keep a member database with members contributing a small yearly fee to be members.

140 Board duties & liabilities

Is the secretary of the Board legally required to send out minutes to all members of the league after a monthly board meeting? At this point the minutes are for the board members to see only.

148 Fundraising obligations

Is an incorporated, non-profit, non-charitable organization limited in how much fundraising they can do, or do you have to be a charitable organization in order to do fundraising?

153 Contracts
We own a heritage designated building and have a charity status. We are considering renting a portion of the building to maintain it. Will this affect our status?

UWT1. Board Governance

Confirm the interpretation of the corporations act is correct? If 1) Organization's AGM is held at least every 15 months.
2) Audited financial statement is presented to the membership at the AGM, which should be within 6 months after fiscal year end.

115. Other Finance related

We recently registered our association as a non-profit corporation without shares. We now see a need for our organization to extend short term loans with minimal interest to our members. Can we give loans to our members given our present status or should we form a new profit corporation to legally satisfy this need?

118. By-laws & Governance

If the by-laws are silent on members voting by proxy at the AGM, are members allowed to vote by proxy,when no notification about this issue was sent to the membership prior to the AGM?

121. Board duties & liabilities

A member of our board was recently elected at the AGM and shortly thereafter became aware of an attractive, non-management position in the organization and was successful in being hired. The member believes that doing so creates a belief among the board that she cannot be free from conflict of interest and has therefore resigned from the board. The question is whether the Ontario Not-for-Profit Corporate Law dis-allows an employee from being a member of the board of the same corporation?

122 Employment Law

Because of financial difficulties, we are in the process of terminating an employee who has worked for us for five and a half years. We have offered vacation pay, two weeks notice and five weeks salary in lieu of work time. Are we obligated to pay the employee severance pay?

123. Incorporation & Charitable Status

Can an organization that incorporates as a non-profit and a registered charity have BOTH the objective of delivering programs to the community and of providing funding to other non-profits with charitable objectives or does the organization have to choose between program delivery and grant-giving?

GU. Finances/Privacy

When requested, do non-profit organizations have to provide their annual statements to the public?

125. Employment Law

One of our staff is going to require accessing our Long-term disability benefit. As an not-for-profit with an annual budget of $1,000,000 what is the statutory requirement for our organization to maintain extended health and dental coverage? We have covered premium expenses to bridge the gap until they will be eligible for LTD but I am unsure of our obligations going forward. Your direction would be appreciated.

127. Board Governance

Can officers be paid a salary by the company, or must board members take the role of officers (president, vice, secretary) and remain unpaid?

133. Board Governance

We are a not for profit organization that provides services to seniors. We will be having our AGM soon. But membership participation for this event is very unpredictable since some of our members are seniors and their participation will depend on their health condition. Is it possible to have proxies from them?

QUESTIONS STILL NEEDING SUMMARY ANSWERS

65. Charitable Registration
I am intending to set up a charitable club to support people of Palestine. I wonder what is best to do: Registered Charity or Non-Profit organization.

70. Charitable Registration

We have started an NGO which we are in the process of registering in Canada and US. This NGO will operate in karachi, Pakistan. My question is do we need to register our NGO even in Pakistan?

72. Incorporation

I am looking to start a non-profit organization based in Ontario, but to provide help to underprivileged children in Eastern Europe. Can I establish this NPO in Canada or would it have to be registered in Europe?

QM20 Board Governance

I am having great difficulty getting someone who can tell me to what extent Directors of a Not for Profit Ontario Corporation can determine their compensation.
I believe that any compensation has to be preapproved by the members.
The corporation of interest is one without share capital.
The Primer for Non Profit, I understand, is for Federally incorporated companies, not ontario registered companies.
Any assistance you can provide on the subject would be appreciated.

95. Employment

Would a husband who is ill be considered a dependant for the purposes of a sick leave policy that allows employees to use sick leave when a dependant is ill?

97. Intellectual Property

A "blog" has been created on a website called "Blogspot" which misrepresents the nature of a part of the association called "(Redacted) Artisans" store. We would like to have it removed but it appears we can only do this by getting a court order and sending it to an address in the states. How do we go about doing this?

101. Board Governance

Regarding a charitable agency which has been in the area for close to 20 years: Recently the Executive Director and the Board of Directors voted to not sign an accountability agreement, which is required to receive its funding, with the Provincial government . They have decided instead to stop services and dissolve the agency. This decision was made at the last board meeting with only one Director objecting and he has now resigned because of this. My question is: must the Board of Directors hold a meeting with the membership of the agency and have a vote before it can make such a decision? If this a volunteer driven agency, are the volunteers considered the membership of the agency? Can the ED and the Board members be impeached for mismanagement, if this can be shown? If so, what is required for impeachment?

106. Charitable Registration

I am in the start-up phases of registering a charitable organization that has locations in Ontario and Nova Scotia. Must I incorporate as a non-profit in both provinces separately before applying for registration as a charitable organization or can the organization have a "home" location in one province and operate sites in other locations?