by: Sylvie Lalonde Recent litigation relating to an insurer’s obligation to defend an additional insured under a Commercial General Liability (CGL) policy serves as a useful reminder that organizations should carefully review how they transfer or allocate risk when entering into service agreements with subcontractors. A common way for organizations to mitigate risk when retaining […]
Bill 154 & the ONCA – Two Steps Forward, One Step Back
By: Sylvie Lalonde Those of us who work in the not-for-profit sector have been eagerly waiting for some developments with respect to the Ontario Not-for-Profit Corporations Act, 2010 (the “ONCA”). On September 14, 2017, the Ontario government introduced Bill 154, Cutting Unnecessary Red Tape Act, 2017, which contains the enabling legislation that will allow the […]
By-laws: Tips and Traps
By: Sylvie Lalonde Discussions about By-laws will rarely generate much enthusiasm or interest. That is, until a situation arises where they must be consulted and you realize that the By-laws contain gaps, inconsistencies and simply do not work. When there is a challenge to procedures relating to the conduct of meetings, the By-laws are […]
Directors and Officers Owe No Duty of Care to an Employee Who Steals From Her Employer
by: Sylvie Lalonde In the recent case of Ontario Psychological Association v. Mardonet et al. (2016), 132 O.R. (3d) 750 the Court was asked to consider a peculiar argument that, if successful, would have yielded an absurd result. The Ontario Psychological Association (the “OPA”) is a not-for-profit corporation and voluntary professional organization representing psychology […]
Why Boards Should Not Allow Directors to Take a Leave of Absence
by: Sylvie Lalonde When people agree to join a board of directors, it is usually because they have an interest in or passion for the work of the organization. Most directors want and are committed to fulfilling their duties and responsibilities, including devoting the time to fully prepare for, regularly attend and participate in board […]
Proxy Form Cannot Compromise Fair Conduct of Meeting
by Sylvie Lalonde Over the summer we have seen the media headlines reporting on the unsuccessful negotiations of a new Physician Services Agreement (“PSA”) between the Ontario Medical Association (“OMA”) and the Ministry of Health and Long Term Care (“MOHLTC”). The PSA sets out the fee schedule for medical services provided to patients in Ontario. […]