Three Trades, One Board, and a Decision Made Overnight

The situation

Ari and Yaa had known each other for close to fifteen years before either of them joined the board of the community trades-training non-profit in St. Catharines. Ari was a plumber, Yaa an electrician, and they had crossed paths on enough job sites over the years that when the non-profit needed a board with practical trade experience, each had separately suggested the other's name. Ari became chair, Yaa became treasurer, and Winnie, who ran the organization's day-to-day training programs, sat with them as a third voting member. The three of them trusted each other in the ordinary way people trust someone they have watched work for a decade and a half.

That trust mattered on the night everything moved fast. Winnie discovered, going through the organization's banking records ahead of a routine renewal, that the bookkeeper the non-profit had relied on for two years had been quietly diverting small amounts from the training fund into a personal account, amounts that on their own looked like rounding errors but added up over time to a low five-figure sum. The bookkeeper had access to the accounts that evening and was due back in the office the next morning. Winnie called Ari immediately, Ari called Yaa, and the three of them were on a call together within the hour trying to work out what they could actually do before morning.

Before they had spoken to anyone else, Ari called his brother-in-law, who had once managed a small retail business and was confident he knew how these situations worked. His advice was direct: lock the bookkeeper out of every system that night, send a termination email immediately, and deal with the paperwork later once the money was safe. Ari, Yaa, and Winnie followed that advice before sunrise, changing passwords and sending the termination notice without a board resolution behind it, because none of them knew, in the moment, that a resolution was even something they needed.

By the following afternoon, a lawyer representing the bookkeeper had already written to the organization, and the letter did not deny the missing funds. It went after something else entirely: whether the three people who had locked her out and fired her had any authority to do either.

What the other side was relying on

The bookkeeper's lawyer built the response around a gap that had nothing to do with whether the money was actually missing. Under the non-profit's governing documents, the board acted as a whole, and decisions affecting employment, including termination, required a resolution passed with proper notice. Ontario non-profit law has no built-in emergency exception to that rule; a small group of directors can only act for the full board if the by-laws or a proper delegation actually give them that authority, and no such authority existed here. There was no standing policy allowing the chair, treasurer, and program director to act between meetings, and no resolution had been passed authorizing what happened that night, because nobody involved had known one was supposed to be.

The argument that followed was straightforward and, on paper, not unreasonable: if the termination had not been properly authorized, it might not be a termination at all, just three individuals acting outside their authority, which would mean the bookkeeper had effectively been locked out of her job without due process regardless of what she was later found to have done. The letter did not ask for reinstatement outright, but it clearly signalled that the organization's own process failure, not the underlying misconduct, was going to be the fight, and it demanded the organization treat the matter as a suspension pending proper process rather than a completed termination.

This is a real exposure for small non-profit boards generally, not a technicality invented for this dispute. Governing documents commonly require the full board, or a properly delegated subset of it, to authorize decisions like removing an employee, and a decision made by individual board members acting on their own judgment, however correct the underlying facts turn out to be, can be challenged on the basis that it was never validly the board's decision at all. The pressure of an emergency does not suspend that requirement on its own; it only makes it more likely nobody follows it correctly in the moment.

Ari, Yaa, and Winnie had acted for the right reasons and had the facts entirely on their side about the missing money. But the other side had correctly identified that the organization's paperwork, not its substance, was the weakest point available to attack, and had built its opening position entirely around it rather than around defending the bookkeeper's conduct.

What we did

1. Reviewed the non-profit's governing documents in detail to establish exactly what authority the board had, whether any emergency provision already existed that the three of them had simply not known to invoke, and what a proper ratification of the prior night's actions would need to look like to hold up if challenged, rather than assuming the documents were silent without checking carefully first.
2. Convened a full board meeting on short notice to formally ratify the termination and the access changes retroactively, since Ontario non-profit boards generally can ratify a decision made outside proper process, provided the full board actually reviews and approves it once notice can be given, rather than leaving the original action standing on its own uncertain footing indefinitely.
3. Documented the underlying evidence of the missing funds thoroughly before responding to the bookkeeper's lawyer, pulling the specific transactions Winnie had flagged into a clear chronological record with supporting bank statements, so the ratification and the response to her letter were grounded in a factual record rather than an assertion that the board had acted appropriately in the moment.
4. Responded to the bookkeeper's lawyer directly, confirming the board had now formally ratified the termination with full authority, addressing the procedural gap head-on rather than pretending it had not existed, and making clear the organization intended to pursue recovery of the diverted funds rather than treat the procedural argument as an invitation to reconsider the termination itself.
5. Advised Ari, Yaa, and Winnie against relying on informal advice in a crisis going forward, walking through specifically why the brother-in-law's instinct to lock out and terminate first had been reasonable in spirit but had created the very opening the other side used, so the lesson landed as something concrete they could apply, not a vague general caution to be more careful next time.
6. Drafted a standing delegated-authority resolution for the board to adopt, naming the chair, treasurer, and one additional officer as authorized to act on defined categories of urgent matters between meetings, with a requirement that any such action be reported to and ratified by the full board at its next possible session, so the next emergency would have a process already in place rather than an improvised one built under pressure.
7. Presented the resolution to the full board for adoption, walking through what kinds of situations it would and would not cover, including financial misconduct, safety risks, and urgent contractual deadlines, so Ari, Yaa, Winnie, and the rest of the board understood the limits of the new authority as clearly as its scope, rather than assuming it gave any three officers unlimited power to act alone.
8. Followed up on the recovery of the diverted funds separately once the procedural challenge was resolved, working with the board to structure a repayment arrangement rather than pursuing a costlier court process the organization's modest budget was not well suited to carry. Keeping the two tracks, ratification and recovery, distinct throughout meant neither issue got tangled in the other, and it produced a written installment agreement the board could enforce if payments stopped.

The outcome

The ratification held. Once the board formally adopted the prior night's decisions with proper authority behind them, the bookkeeper's lawyer dropped the procedural argument entirely and the matter shifted to what it should have been about from the start, the missing funds themselves, which the organization pursued separately and recovered through a structured repayment arrangement negotiated over several months. The termination stood, the organization did not have to reinstate anyone even temporarily, and no further legal action followed from either side.

The clean result did not mean the emergency had been handled perfectly the first time. Ari, Yaa, and Winnie had genuinely exposed the organization to a challenge that had nothing to do with the facts on their side, purely through following informal advice about how to move fast rather than checking what their own governing documents actually allowed. That gap, once ratified and closed, stopped mattering to the outcome, but it had been real, it had been avoidable, and it cost the board a tense week and a legal bill it had not budgeted for that quarter.

The repayment arrangement itself was modest in scale relative to the organization's overall budget, structured over installments the former bookkeeper could realistically meet, and it did not attempt to recover every dollar through litigation the non-profit could not comfortably afford to pursue. The board accepted that trade-off deliberately, choosing a slower, certain recovery over a longer fight for a larger amount with uncertain odds.

What the organization has now is more durable than the outcome of one dispute. The standing delegated-authority resolution means the next time something urgent happens between board meetings, whoever is on duty will not need to improvise or call a relative for advice; there is a defined process, with defined limits, and a requirement to report back to the full board. Ari has said since that the resolution is the part of this that he actually values, more than winning the argument with the bookkeeper's lawyer, because it means the organization will not find itself in the same exposed position twice.

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