A few years back, a colleague on Bay St. referred a prestigious West End golf club to me, as the club’s existing large law firm was not servicing their needs on a timely or cost-effective basis. We’ve enjoyed a good relationship ever since, and recently, I’ve paused to consider the diversity of legal matters that such organizations stir up. I’ve been involved in:
- Several annual general meeting procedural questions – amending motions, deadlines for registration
- Preparation and revision of AGM notice, proxy, info circular & ballot, advising on disclosure
- Advising the board of directors on governance and liability issues, peanut allergies, law of nuisance, disciplining of members, amendments to by-laws, voting rights, payment of equity fees
- Dealing with many employment law situations – terminations, hirings, maternity leave and disability matters
- Considering fundamental changes to capital structure
- Privacy legislation compliance, activity waiver forms
In the ‘ole days’, it’s likely that a lawyer-member dealt with occasional legal issues of the club on a casual ad hoc basis. However, members and staff have become more assertive in their affairs over the last decade. Directors of club-type organizations have justifiably become much more concerned about their responsibilities as directors, and their resulting personal joint and several liability. The stakes are higher, but also the attitudes have changed. Even though it is not a profit-seeking corporation, a private club gets into all kinds of things that involve a great deal of money: real estate, human rights suits, liability claims to name three areas.
Many prominent urban clubs and organizations have moved beyond reliance on a volunteer director-lawyer, to obtain frequent guidance and advice from outside counsel. Will it be long before the larger organizations hire their own inhouse counsel?