Recent posts in Charities & Not For Profits

Charities and advocates for charities have long been calling for the elimination of the disbusrement quota as “an unduly complex and costly administrative burden on charities”. The federal government’s Budget 2010 has responded with proposals to reform the disbursement quota. A summary of the changes was included inthe most recent TDS newsletter.

I have been asked on more than a few occasions to review corporate by-laws to confirm for clients whether or not there is an indemnity clause in favour of directors and officers. Under an indemnity clause, the company agrees to indemnify its directors and officers and former directors and officers (which I will simply refer to as “Directors”) if they are sued while acting in their capacity as Directors. Sometimes the request comes from the company, and sometimes it comes from an individual considering an invitation to sit on the board of directors of a company, whether for-profit, non-profit or charitable.

"Best efforts" type language is ubiquitous in commercial agreements, and the terminology varies, from "best efforts", to "commercially reasonable efforts" to "reasonable efforts", and more. Is there any difference between them? The answer is yes, and in some cases, the difference is significant.