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Hugh M. Kelly, Q.C.

Hugh M. Kelly, Q.C.

Associate Counsel
Toronto

416.595.8176
hkelly@millerthomson.com

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Profile

Hugh Kelly has over forty years of experience in advising clients on education, health law, and charitable and not-for-profit organizations matters.

Within his education law practice, he acts for both separate and public school boards within Ontario. He addresses corporate issues, such as matters relating to bylaws, minutes, reporting and staffing; general business issues including the drafting and negotiating of contracts, school financing, and issues of governance.

He also addresses unique issues under the Education Act, such as confidentiality, conflict of interest, the election process, the right to attend school including suspensions and expulsions, special education matters, the taxation process, and freedom of information. For clients that are separate school boards, he addresses the unique denominational issues.

Within his health law practice, he acts for public hospitals, (one of which is a psychiatric hospital), advising them on issues relating to statutory provisions that are unique to them as health care institutions, as well as the matters that relate to organizational, corporate and business issues.

Mr. Kelly acts for not-for-profit organizations, including charitable and volunteer groups, private clubs (athletic and social), and other incorporated and unincorporated groups. The author of the monograph titled "Duties and Responsibilities of Directors of Not-For-Profit Organizations", he addresses not-for-profit organizations' responsibilities as governed by the Corporations Act, at both federal and provincial levels. He also advises on governance and organizational concerns, as well as general not-for-profit issues for such organizations.

His broad, and yet specialized experience, acquired during his years of practice in these areas, ensures clients considerable efficiencies and an ability to respond to a wide range of issues on several dimensions simultaneously. Mr. Kelly is dedicated to providing clients with expert advice, promptly and in a cost effective manner at all times.

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Education

  • LL.B., University of Toronto, 1961
  • B.A., St. Michael's College, University of Toronto, 1956

Directorships

  • Director, The Canadian Institute of Law and Medicine, member of the Executive Committee, and Secretary
  • Director, Catholic Education Foundation of Ontario, and Vice President
  • Director, Ocean Sounds Condominium Association, and President
  • Assistant Secretary, Rosseau Lake College  

Memberships

  • Member, Canadian Bar Association, Ontario, Education Law Section, member of the Executive, Past Chair
  • Member, The Law Society of Upper Canada
  • Member, York Law Association

Presentations

  • Lecturer to The Canadian Bar Association, The Law Society of Upper Canada, The Canadian Institute of Law and Medicine, Catholic Community Delivery Organization Supervisory Officers' Qualifications Program, Ontario Ministry of Health, Osgoode Hall Law School Continuing Education, University of Toronto Faculties of Education and of Medicine, and York University Faculty of Education

Publications

  • Impact of Ontario Not-for-profit Corporations Act on District School Boards, Education Law Newsletter, January 2013
  • The Case of the Missing Records - Part 4, Charities and Not-for-Profit Newsletter, November 2012
  • The Case of the Missing Records - Part 3, Charities and Not-for-Profit Newsletter, October 2012
  • The Case of the Missing Records – Part 2, Charities and Not-for-Profit Newsletter, September 2012
  • The Case of the Missing Records – Part 1, Charities and Not-for-Profit Newsletter, July 2012
  • Do We Have to Put All That in the Minutes?, Charities and Not-for-Profit Newsletter, May 2011
  • Rotation of Directors: Ounce of Prevention, Pound of Cure, Charities and Not-for-Profit Newsletter, August 2010
  • Secret Ballots and Publicly Accountable Entities - A Reconsideration, Charities and Not-for-Profit Newsletter, November 2009
  • Secret Ballots and Publically Accountable Entities - A Reconsideration, Charities and Not-for-Profit Newsletter, November 2009
  • Consolidation of Financial Statements, Charities and Not-for-Profit Newsletter, August 2009
  • Signing Authorities, Charities and Not-for-Profit Newsletter, July 2009
  • Enforcing Restrictions on Gifts, Charities and Not-for-Profit Newsletter, February 2009
  • Business Laws of Canada, West (a Thomson Reuters business), 2009
  • Spitzer v. Grasso: A Further Update, Charities and Not-for-Profit Newsletter, October 2008
  • Protection of Directors: When May an Indemnity, or a Reimbursement Right, Lawfully be Withdrawn?, Charities and Not-for-Profit Newsletter, September 2008
  • Modernizing the Federal Non-Share Capital Corporation Legislation: Bill C-62, Charities and Not-for-Profit Newsletter, August 2008
  • Not-for-Profit statutory reform, Charities and Not-for-Profit Newsletter, June 2008
  • When Does a Member Cease to be a Member?, Charities and Not-for-Profit Newsletter, December 2007
  • Reform of Ontario Not-for-Profit Corporation Law Consultation Paper #2, Charities and Not-for-Profit Newsletter, September 2007
  • When the IRS Steps Into Governance, Can CRA be Far Behind?, Charities and Not-for-Profit Newsletter, August 2007
  • A Case of Exclusion, and A Case of Inclusion, Charities and Not-for-Profit Newsletter, April 2007
  • Electronic Voting in Not-For-Profit Organizations, Charities and Not-for-Profit Newsletter, January 2007
  • Spitzer v. Grasso: An Update, Charities and Not-for-Profit Newsletter, December 2006
  • Exemption for Audit Requirements to be Relaxed in Ontario, Charities and Not-for-Profit Newsletter, November 2006
  • Why Shouldn't All Our Meetings Be In-Camera?, Charities and Not-for-Profit Newsletter, September 2006
  • "That Director is Such a Pain: How do we Get Rid of Him?" Some Issues in the Removal of a Director, Charities and Not-for-Profit Newsletter, June 2006
  • Status of Bill C-21 - Proposed Canada Not-for-Profit Corporations Act, Charities and Not-for-Profit Newsletter, March 2006
  • Supermajorities: The Tyranny of the Minority, Charities and Not-for-Profit Newsletter, December 2005
  • Conflict of Interest: One Director, Two Boards - The Difficulty of Serving Two Masters, Charities and Not-for-Profit Newsletter, October 2005
  • Audit Exemption Expanded For Ontario Charities And Non-For-Profit Corporations, Charities and Not-for-Profit Newsletter, May 2005
  • At Last: A New Federal Not-for-Profit Corporation Statute, Charities and Not-for-Profit Newsletter, November 2004
  • We are so Small - Must We Have an Audit?, Charities and Not-for-Profit Newsletter, August 2004
  • "Spitzer v. Grasso": Political Opportunism or Clean-up, Charities and Not-for-Profit Newsletter, June 2004
  • New Federal Corporations Act?, Charities and Not-for-Profit Newsletter, Federal Budget Special
  • Duties and Responsibilities of Directors of Not-for-Profit Organizations, Canadian Society of Association Executives, 2004
  • Carver Policy Governance® in Canada*, Charities and Not-for-Profit Newsletter, July 2003
  • Statutory Liability of Directors and Officers - An Overview, Charities and Not-for-Profit Newsletter, May 2003
  • Impact of the Safe Schools Act, Advanced Analysis of Legal Issues in Special Education, Osgoode Hall Law School, 2003
  • Payment of Director Fees - Ontario Non Share Capital Corporations, Charities and Not-for-Profit Newsletter, Summer 2001
  • Director's Duties and Responsibilities in the Charitable and Non-Profit Sector, Charities and Not-for-Profit Newsletter, Spring 2001
  • Piercing the Corporate Veil, Charities and Not-for-Profit Newsletter, Spring 2001

Key Practice Expertise

Areas of Focus

  • Education
  • Ecclesiastical Law
  • Directors’ and Officers’ Liability

Year of Call

  • Ontario Bar, 1963