Canada: Annual Meetings and Conferences: Legal Issues That May be Missed (Not-For-Profit Law Alert)

Last Updated: April 28 2006
Article by William Pashby

I. CONFERENCES/TRADE SHOWS/GALAS/EDUCATIONAL PRESENTATIONS

Are you planning your next annual meeting now? Perhaps you should be. All associations and charities must at law have an annual meeting of members.

Many larger organizations use the annual meeting as a time to bring members and friends of the organization together to meet, network, discuss and learn about the issues relevant to the organization. Some organizations have a conference or show. Suppliers, customers and members come together to educate each other, do business and discuss the issues faced by the profession, industry or charity. This often involves a few days of educational sessions with expert speakers and panels at a hotel, convention centre or resort along with receptions, dinners and social events. All of these should take place in an environment and subject to agreements which have been reviewed carefully from a legal liability perspective.

II. WAYS TO AVOID LIABILITY

1. Limit Alcohol

At many annual meetings, conventions and shows there are receptions and dinners at which alcohol is served. It is well known that people may be injured or killed as a result of consumption of alcohol whether it involves driving a vehicle or some other activity. The courts have ruled that the person (e.g. conference organizer) who supplies the alcohol may be considered responsible under the principle of contributory negligence. The usual steps of limiting the serving, having someone observe those in attendance, having only properly trained servers and offering taxis, buses, etc. to other venues after receptions and dinners are well-known and are a good idea.

Example: If free flowing alcohol at an event leads to a traffic collision, the organizer of the event can be held responsible.

2. Ensure Safe Premises

With dozens and sometimes thousands of people going through the trade area with booths there is always the possibility of someone falling. Sometimes booths are not secure and temporary tables provide the danger of tripping. At some shows products are given away or demonstrated which may create a dangerous situation. Example: In one situation an American attending a trade show in western Canada tripped on a cord and sued everyone in sight including the owner of the convention centre, the company supplying the media for which the cord was used, the organizer of the trade show and several employees of these various organizations. This caused a great deal of concern to all involved and could have been avoided if the room had been checked in advance and made "safe".

3. Read the Contract

Associations and charities which organize these events should be aware that one of the best ways to avoid liability is to have a good, solid contract which assigns the risk to someone else. Read the standard form contract supplied by the hotel, convention center or resort. In most cases it will pass all the liability to the association or charity unless it is amended. Consider whether any people attending the trade show will bring products which are potentially dangerous such as chemicals, certain foods or perfume which could cause injury or harm to those attending the events. Deal with this in the contract with the owner of the facility and in the contract with the operators of the booths.

When announcing those who will be guest speakers, anticipate the possibility that the speaker might become ill and note that "speaker is subject to change" as well. This will avoid legal criticism from someone who spends money in arranging to be in attendance to hear the particular speaker who was unable to attend.

Example. In disaster situations such as the SARS problem in Toronto a couple of years ago or the threatened Air Canada strike during the Canadian Society of Association Executives’ Annual Conference in St. John's Newfoundland a few years earlier, the contract wording determines who bears the financial risk.

4. Purchase Insurance

Depending on the circumstances it may be possible to obtain an insurance policy to cover damages caused by unusual events. This could include insurance to cover personal injury, property damage, slander, libel, and breach of contract. See if the operator of the hotel, convention centre or resort has proper liability insurance.

Example: Often standard insurance policies do not contain the coverage needed for special events.

5. Use a Corporation

The organization should be properly incorporated with its corporate records in good order so that any lawsuit will be commenced against the corporation, not the individuals involved. If the organizers of the conference are not acting on behalf of a separate legal entity, they should seriously consider incorporating to reduce possible personal exposure to lawsuits.

Example: A group of professionals personally organizing a meeting of healthcare professionals can be sued personally if something goes wrong.

6. Be Careful About Sporting Events and Prizes

Often there are special social or athletic events or tours involved with an annual meeting and convention e.g. bus tours, boat trips, balloon rides, golf games and rafting adventures. If these involve any appreciable risk there should be a proper disclosure of that risk to the participants and a waiver should be signed. For more exciting and dangerous events make sure the participants meet a minimum standard for safety. For example 70-year old non-swimmers should not be allowed to raft on rivers with Class IV rapids.

Trips, prizes and opportunities to enjoy unusual activities are often awarded by those who sponsor or have a booth at the conference. It should be clear that they are sponsoring and providing the activity and are responsible for it, not the association or charity which is organizing the conference.

Example: Recently a golfer lost an eye when hit by a wayward drive. Everybody even remotely involved is being sued.

7. Avoid Breach of Confidentiality Annual conferences which involves medical researchers, professionals such as engineers, accountants or physiotherapists, or industries such as the financial services industry, the building industry or the food industry, provide an ideal time for a breach of confidentiality agreements and the spreading of trade secrets. Although the association or charity which is organizing the event is not directly responsible for and, in most cases, not directly involved in, any of this type of activity, they should be aware of it.

One of the major attractions to these meetings is the opportunity to network, possibly obtain a better career position and definitely learn something about the profession or industry which will benefit the attendee personally. Many organizations encourage employees to attend such events for some of these purposes. The employers of those attending should have proper contractual protection requiring confidentiality. They should bring to the attention of their employees that they should not talk about any matters which are secret and should not provide any confidential information to anyone else.

Example: If networking is an objective for attendees, do not encourage them to breach the confidentiality provisions of agreements they have signed.

8. Consider Competition Act Issues

Many associations exist as a vehicle to bring people together. However, they should be very careful not to set up a situation where competitors can conspire in a way which will limit competition, as conspiracy is an offence under the Competition Act. There are Court cases where an association itself, as a result of discussions held at its annual meeting, issued a set of minimum fees which led to charges of conspiracy against the association, its members and their executives.

When determining the topics for discussion at the educational sessions at the annual conference, organizers should avoid creating a forum for the discussion of competitively sensitive information. Avoid discussion of prices and topics which involve intellectual property such as patents.

It is generally acceptable to arrange sessions which deal with economic and political trends, management and business tools, publicly funded research, government legislation and legal issues, public relations and efforts by the industry or profession generally.

Example: A session on industry pricing should be avoided.

9. Analyse Tax Issues

GST, provincial sales tax or harmonized sales tax should be collected as appropriate. Sometimes these events are "fundraisers". If the organization is a charity it may be possible to give a "charitable tax receipt" for part of the cost of attending the conference. The new rules dealing with "split receipting" should be considered.

Example: Always consider the tax implications.

III. TECHNICAL CORPORATE LAW ESSENTIALS

The "annual proceedings" must be held each year within 6 months of the organization’s year-end. They should consist of a directors' meeting, at which the annual financial statements are approved, followed by a members' meeting at which new directors are elected, the financial statements are received and the auditors appointed, followed by a meeting of the new board of directors at which various resolutions should be passed including the appointment of officers. Many other technical legal matters should be covered at these meetings.

Example: History shows that more than 50% of non-profits do not carry out formal annual meeting procedures and resolutions properly.

IV. CONCLUSIONS The part of the annual conference which is beyond the technical legal tabling of documents and the passing of resolutions, often involves more time, effort, money and people than any other event in the calendar of the association or charity. These conferences tend to be held annually. Many managers simply follow the procedures used in previous years without giving them additional fresh thought. They should consider the applicable legal issues so that the potential for liability and a tarnished public image is kept to a minimum.

The program and all of the promotional materials, contracts, arrangements and planning should be examined from a legal perspective in order to avoid legal pitfalls which could lead to financial disaster, breaches of the law and/or embarrassment for those organizing the annual conference.

Members of the Borden Ladner Gervais’ Not-For-Profit Group National Steering Committee include:
Bill Pashby (National Leader), Sylvie Lalonde, Josephine M. Nadel, François Morin and Ruth Spetz.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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