Non-profit and charitable organizations work hard every day to support their members, serve the public, and make valuable contributions to Canadian society. They do so in a legal environment that is always demanding and often daunting. The Non-Profit and Charities Group at Gardiner Roberts helps our clients to overcome this and other challenges so they can achieve their goals in compliance with all laws and in accordance with best practices.
We have represented (often as general counsel) a wide range of local, regional and national non-profit and charitable organizations, including universities, colleges and schools, hospitals and health research and support organizations, social services agencies, environmental groups, religious organizations, trade and professional associations, cultural and sports organizations, governmental and quasi-governmental agencies, and public and private philanthropic foundations. Our experience runs broad and deep, ensuring that we will deliver the best legal counsel to your organization in the most effective manner. As part of a full-service firm, the Non-Profit and Charities Group draws upon the resources of all of Gardiner Roberts’ professionals so your organization receives the specialized advice needed to address its unique legal needs.
Our Non‐Profit and Charities Group provides expertise in the following areas:
Additional Expertise
- Choice of jurisdiction
- Advising on use of corporate, trust or unincorporated structure, or special legislation
- Corporate structure, including selection and clearance of name , corporate purposes and activities, membership and governance arrangements
- Preparing incorporation documents, by‐laws, trust agreements, constitutions and special legislation
- Advising on structuring international organizations in Canada and Canadian organizations abroad
- Advising on proceedings at organizational meetings and other board, trustee and member meetings, governance issues, by‐law development and amendments
- Minute books, government filings, annual meeting agenda and chair’s script, proxies and other voting materials, preparation of minutes
- Advising charitable and other special purpose trusts and trustees
- Audit and accounting requirements and exemptions
- Directors and officers insurance review
- Proxy solicitation and contests
- Continuance under Canada Not‐for‐Profit Corporations Act and other acts
- Amendment and governance assistance for Ontario Corporations Act and advising on forthcoming Ontario Not-for-Profit Corporations Act
- Revival of dissolved corporations
- Mergers, winding-up and restructuring
- Hybrid structures and multiple entities
- Charitable registration, including preparing applications, responding to and negotiating with Canada Revenue Agency
- Charitable tax receipting issues
- Annual T3010 information returns
- Rulings, technical interpretations and opinions
- Tax audits
- Intermediate sanctions
- Revocation issues, annulments, compliance agreements and other resolutions
- Related business
- Advocacy issues
- GST, HST and provincial sales tax issues
- Municipal tax issues
- Non‐profit tax status, including private clubs, trade associations, member benefit organizations
- Cross-border issues
- Dissolutions and mergers
- Program development and implementation
- Industry and trade associations
- Public‐private partnerships, joint ventures and agency relationships
- Structuring and implementing social enterprises
- Innovative financing
- Use of charitable and not-for-profit entities for tax and estate planning
- Use of corporate, trust or unincorporated structure, or special corporate legislation
- Community Economic Development Corporations
- Limited dividend housing companies
- B Corporations
- Co-operatives
- Condominiums
- Registered Canadian Amateur Athletic Associations (RCAAA)
- Registered National Arts Service Organizations
- Other Qualified Donees
- Corporate Social Responsibility
- Legislative compliance
- Negotiations with federal, provincial and municipal governments, agencies and boards, professional and industry licensing and regulatory bodies
- Lobbying compliance
- Dealing with Canada Revenue Agency and the Ontario Public Guardian and Trustee
- Canadian anti‐spam and privacy compliance
- Donors and their advisors
- Fundraising agreements, activities and campaigns including charitable gaming and capital campaigns
- Submissions and negotiations with government and private funding agencies
- Gift planning
- Sponsorship and donor agreements and naming rights, affiliation agreements, licences
- Donor advised agreements
- Social media, crowdfunding, mobile, point-of-sale and online receipting and other innovative techniques
- Commercial and business matters such as employment, personnel, consulting arrangements
- Purchase and lease of space or equipment, including commodity and land transfer taxes
- Advertising
- Liability and insurance issues
- Resolution or litigation of disputes with directors, members and third parties
- Contracts for purchase and lease of technology and development and acquisition of software
- Trademarks, copyrights, domain names, trade secrets, patents and other intellectual assets
- Commercialization of intellectual assets
- Cyber and physical security issues
- Advice to national religious organization on application of Canada Not-for-Profit Corporations Act to its special legislation
- Acting for environmental non-profit on providing off-balance sheet financing for energy retrofits of publicly and privately owned commercial and residential buildings
- Establishment of trust structure to hold private company shares for benefit of public charitable foundation
- Advice to large professional association on software development agreement and employment and tax issues
- Advice to professional associations on governance and membership issues
- Advice to registered charities undergoing CRA tax audits
- Advice to charities on sophisticated gift planning strategies
- Advice to high net-worth individuals planning major gifts
- Advice to a non-profit long-term care facility on governance structures and government assistance
- Conversion of a museum from a charitable trust to a corporation
- Act as general counsel to a number of regional and provincial professional associations
- Updating organizational documents for a variety of not for profit corporations to the pending Ontario Not-for-Profit Corporations Act
- Advised non-profit community improvement organization on restructuring economic development program to qualify for charity status
- Represented municipal planning department in federally-funded program providing project financing to low-income housing developers, including compliance with program requirements
- Acted for charitable conservation organization in grant of easement rights
- Served as general counsel to educational foundation supporting public school district.
- Represented U.S. port authority in negotiating cooperation agreement with Canadian port authority
- Advised historic outdoor market on corporate restructuring
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Lindsay Ann Histrop
Partner and Chair - Trusts and Estates Law Group
T 416.865.6683
F 416.865.6636
