About Legal Aid Ontario
By-law No. 1
General by-law of the corporation
being the General By-Law of
Legal Aid Ontario
(hereinafter referred to as the “Corporation”)
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law, unless the context otherwise specifies or requires:
- “Act” means the Legal Aid Services Act, 1998, S.O. 1998, Chapter 26, as from time to time amended and every statute that may be substituted therefor and, in the case of such amendment or substitution, any references in the by-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefor in the amended or substituted statute or statutes;
- “by-law” means any by-law of the Corporation from time to time in force and effect;
- “regulations” means the regulations made under the Act as from time to time amended and every regulation that may be substituted therefor and in the case of such substitution, any references in the by-laws of the Corporation to provisions of the regulations shall be read as references to the substituted provisions therefor in the new regulations;
This by-law shall be, unless the context otherwise requires, construed and interpreted in accordance with the following:
- all terms which are contained in the by-laws of the Corporation and which are defined in the Act or the regulations made thereunder shall have the meanings given to such terms in the Act or such regulations;
- words importing the singular number only shall include the plural and
- vice versa;
- the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
The objects of the Corporation are:
- to establish and administer a cost-effective and efficient system for providing high quality legal aid services to low-income individuals in Ontario;
- to establish policies and priorities for the provision of legal aid services based on its financial resources;
- to facilitate co-ordination among the different methods by which legal aid services are provided;
- to monitor and supervise legal aid services provided by clinics and other entities funded by the Corporation;
- to co-ordinate services with other aspects of the justice system and with community services;
- to advise the Attorney General on all aspects of legal aid services in Ontario, including any features of the justice system that affect or may affect the demand for or quality of legal aid services.
The seal, an impression of which is stamped in the margin hereof, shall be the seal of the Corporation.
The affairs of the Corporation shall be governed and managed by its board of directors (the “Board”).
Duties of the Board
(1) The Board shall:
- establish operational and strategic policy;
- develop strategic plans to establish the overall objectives for the Corporation by assessing current and future needs for legal aid services, formulating strategies to meet those needs and setting performance measures to determine if the objectives have been met;
- review and approve investment policies;
- establish and implement quality control mechanisms and evaluate the programs the Corporation;
- develop the Corporation’s capacity to participate in the development of an integrated justice system in collaboration with other partners in the justice system;
- develop a management information and information-technology strategy;
- establish policies for the retention, preservation and destruction of records;
- undertake any inquiry or investigation which the Board considers necessary or expedient in relation to the discharge of its functions;
- provide legal aid services within the financial resources available to the Corporation.;
- the Board shall act in a financially responsible and accountable manner in exercising its powers and performing its duties.
- members of the Board shall act in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill of a reasonably prudent person.
Delegation by the Board
The Board may delegate any power or duty to any committee, to any member of a committee or to any officer or employee of the Corporation subject to such limitations, conditions or requirements as may be specified by the Board. For those matters not already delegated under this by-law or under any other by-law of the Corporation, the delegation shall be in a document in writing and shall be signed on behalf of the Board by the chair and the secretary.
Meeting of directors
Meetings of the Board
The Board shall meet from time to time at the call of the chair, but in no case shall the Board meet less often than once every two months.
Notice of the time and place of every meeting so called shall be given to each member of the Board, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the time when the meeting is to be held, except that no notice of a meeting shall be necessary if all of the members of the Board are present, or if those absent waive notice of or otherwise signify their consent to such meeting being held.
The Board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. Thereafter no other or further notice shall be required for any such regular meeting .
Waiver of Notice
A member of the Board may at any time waive notice of a meeting and may ratify any and all proceedings taken at a meeting of which the member did not have notice.
The accidental omission to give notice or the non-receipt of any notice by a member of the Board entitled to receive notice, or an error in any notice not affecting the substance thereof shall not invalidate any action taken at or resulting from a meeting held pursuant to such notice.
Place of Meeting
The Board may meet in any place in the Province of Ontario that is convenient.
Meetings by telephone conference call, etc.
The Board may conduct its meetings in person or through electronic means, including telephone conferencing and video conferencing.
Chair to preside
The chair shall preside over every meeting of the directors.
A majority of the appointed members of the Board constitutes a quorum.
Quorum and conflict of interest
In determining whether a quorum exists at any time during a meeting of the Board, any person who is not entitled to vote on a matter shall be deemed to be absent for that part of the meeting.
Each director is authorized to exercise one vote. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes the chair of the meeting shall have a second or casting vote.
The president of the Corporation is a non-voting member of the Board.
Resolutions in writing
Any resolution signed by all the members of the Board who are entitled to vote on that resolution at a meeting, shall be valid and effective as if passed at a meeting duly called and constituted for that purpose despite the members not have met together.
Appointment of Chair
The chair of the Board shall be appointed in accordance with s. 5(2)1 of the Act.
The chair shall, when present, preside at all meetings of the Board. He or she shall also have such other powers and duties from time to time prescribed by the Board or incident to his or her office.
The chair shall designate another member of the Board to act as chair in his or her absence and, if the chair fails to designate a person, or if the designated person is also absent, the other members of the Board shall designate a person to act as chair in absence of the chair.
Officers of the Corporation
The Board shall appoint a president and secretary and such other officers as the Board may determine by by-law from time to time. One person may hold more than one office.
The president is the chief executive officer of the Corporation and is responsible for the management and operation of the Corporation under the supervision of the Board and the Chair. The president shall implement the policies established by the Board and shall perform such other functions as are assigned to him or her by the Board and the Chair.
The Board shall appoint a secretary of the Corporation. The secretary shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. He or she shall give or cause to be given notices for all meetings of the board of directors or the executive committee, if any. He or she shall have charge of the corporate seal, books, correspondence and documents of the Corporation. He or she shall also have such other powers and duties from time to time prescribed by the board of directors or incident to his or her office.
The duties of all other officers of the Corporation appointed by the Board shall be such as the terms of their engagement call for or the Board prescribes.
Term of Office
With the exception of the chair, all officers will hold office for such term as the Board may designate by resolution, or until removed by resolution of the Board, or until their successors are appointed. With the exception of the chair, all officers in the absence of an agreement to the contrary, shall be subject to removal by resolution of the Board at any time, at the Board’s pleasure.
Committees of the Board
Whenever the number of directors on the Board is greater than seven, the Board may from time to time appoint an executive committee. The executive committee shall consist of the chair and at least two other directors. The Board may delegate to the executive committee any of the powers of the Board, subject to the restrictions, if any, contained in the by-laws or imposed from time to time by the Board. Subject to the by-laws and any resolution of the Board, the executive committee may meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit and may from time to time adopt, amend or repeal rules of procedure in this regard, provided, however that if the executive committee is authorized to fix its quorum, such quorum shall not be less than a majority of its members.
A committee of the Board called the audit/finance committee is hereby established. The committee is responsible to the Board and shall perform such functions as are from time to time required by the Board by by-law or otherwise. The committee shall consist of that number of members of the Board as determined by the Board. The committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the Board from time to time.
A committee of the Board called the clinic committee is hereby established. The committee is responsible to the Board and shall perform such functions as are from time to time required by the Board by by-law or otherwise, and without limiting the foregoing shall:
- recommend policies and guidelines to the Board in respect of the Corporation’s funding of clinics;
- recommend standards to the Board for the operation of clinics;
- make decisions with respect to applications by clinics for funding within policies and guidelines adopted by the Board and reconsider such decisions made by it or by an officer or employees of the Corporation.
The committee shall consist of that number of members of the Board as determined by the Board. The committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the Board from time to time.
[Repealed by By-Law No. 01-2008 enacted February 8, 2008]
Advisory committees of the Board in each of criminal law, family law and clinic law are hereby established. The Board shall establish advisory committees in any other area of law prescribed under the Act. The Board may establish other advisory committee that it considers appropriate.
Composition and Powers
The Board shall establish by by-law or otherwise the composition and function of the advisory committees.
The advisory committees shall have power to fix their quorums at not less than a majority of their members and to determine their own rules of procedure subject to any regulations imposed by the Board from time to time.
The Board may from time to time constitute such other standing or ad hoc committees as it deems necessary and shall prescribe their duties and composition.
Protection of directors and officers
Limitation of Liability
No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the director’s or officer’s respective office or trust or in relation thereto unless the same shall happen by or through the director’s or officer’s own wilful neglect or default.
The Corporation shall indemnify and save harmless to the fullest extent permitted by law, every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from to time and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against:
- all costs, charges, damages and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the director, officer or other person for or in respect of any act, deed matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and
- all other costs, charges, damages and expenses which the director, officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.
The Corporation shall also indemnify any such person in such other circumstances as the Act or law permit or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law to the extent permitted by the Act or law.
Directors may rely in good faith upon the accuracy of any statement or report prepared by the Corporation’s auditors and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.
Execution of instruments
Execution of instruments
Contracts, documents, deeds or other instruments in writing requiring the signature of the Corporation may be signed by the chair or the president together with any one other officer, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board shall have power from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
Cheques, Drafts, Notes, etc.
All cheques, drafts, or orders for the payment of money and all notes and acceptances and bill of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board may from time to time designate by resolution.
Signatures of Directors and officers
With the permission of the individual, the signature of any director or officer may be printed, engraved, stamped or otherwise reproduced, mechanically, electronically or otherwise under such terms as the Board may authorize and such signatures shall have the same force and effect as if signed in the handwriting of such persons.
The fiscal year of the corporation is April 1 to March 31 of the following year.
The Corporation shall prepare annual financial statements for each fiscal year in accordance with generally accepted accounting principles.
The Board may from time to time appoint an auditor to audit the financial statements of the Corporation.
Any notice or other document required by the by-laws to be sent to any director, officer or auditor shall be delivered personally or sent by prepaid mail or by telegram or cable or facsimile to any such director or officer at their latest address as shown in the records of the Corporation and to the auditor at its business address, or if no address be shown therein then to the last address of such director or officer known to the Secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
Signature to Notices
The signature of any director or officer of the Corporation to any notice or document to be given by the Corporation may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.
Computation of Time
Where a given number of days’ notice or notice extending over a period is required to be given under the by-laws of the Corporation, the day of service or posting of the notice shall not, unless it is otherwise provided be counted in such number of days or other period.
Amendments of By-Laws
Amendments of By-Laws
By-laws of the corporation may be enacted, and may be repealed or amended by further by-laws enacted and sanctioned by an affirmative vote of a majority of the directors in office at the time of the vote.
This by-law shall come into force on the day it passed by the Board.
Passed by the Board this 3rd day of August, 2000.
Amended by the Board this 8th day of February, 2008