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Corporate Law Clerk

2 weeks ago

Toronto, Canada DUCA Financial Services Credit Union Ltd. Full time

**Corporate Law Clerk**

**Job Purpose and Summary**:
The Corporate Law Clerk provides assistance in all stages of DUCA’s corporate transactions, and day-to-day legal functions of the credit union and Corporate Secretarial support This position leads a variety of governance related activities, including developing the annual calendar of board and committee meetings and managing DUCA’s policy framework and approval process.

**Key Accountabilities and Responsibilities**:

- Support the VP, Legal and Compliance (Corporate Secretary) with governance issues, assisting out of board of directors’ meetings, Annual General Meeting (AGM) and shareholder meetings
- Assist with meeting agenda preparation and maintenance, Board and Board Committee package preparation and posting to Sharefile/Teams, and key communications between senior management and the Board
- Draft documents including simple contracts, By-Law amendments, Resolutions, Motions Support the onboarding of new Board members and the exit of departing members
- Leverage information-sharing technology to implement and maintain information management systems and processes for the Board and the ELT
- Manage and oversee various legal and regulatory compliance systems including record retention, Corporate Minute Books, and precedents
- Develop the annual calendar of quarterly Board and Committee meetings, board seminars, ad hoc meetings, Annual General meeting (AGM), with input from the Board and senior management as applicable
- Attend all Board, Board Committee, and Member meetings; record minutes that highlight decisions, actions, and directives; ensure minutes capture the essence of deliberations, decisions and next steps; ensure minutes are approved and distributed in a timely manner
- Track action items arising from Board or Board Committee meetings and manage the associated follow-up activities to ensure completion
- Manage DUCA’s policy framework and approval process; maintain the Board / Committee policy annual review calendar and coordinate with the business to ensure policy reviews are completed as scheduled, oversee the maintenance of the Board policy resource centre; confirm approvals with the business and ensure the timely posting of reviewed policies following approval
- Actively maintain Board/Committee Workplans and Terms of Reference with consistent follow-up
- Facilitate the continuing education and professional development of directors; monitor expenditures and the associated professional development budget; maintain completion records and produce regular reporting on education and professional development activities
- Prepare monthly expense reports as required
- Manage the annual Board and director evaluation and performance assessment process; identify and report on gaps in director competencies; support the Governance Committee in making recommendations for resources or professional development opportunities to close identified gaps
- Prepare/draft and file reports as required with provincial and federal regulators
- Provide assistance with the preparation for and closing of various corporate transactions (i.e. documentation for annual filings; amendments, withdrawals, mergers and dissolutions of corporations, including conducting due diligence)
- Prepare draft responses to auditors’ requests for information
- Conduct research, attend webinars, and keep appraised of new developments
- Lead project specific initiatives, such as helping develop and rollout of new policies related to legal, regulatory compliance and governance
- Draft simple agreements or agreements from precedents as required and provide accurate word-processing support by composing and/or editing a variety of routine and non-routine documents
- Assist with wholly owned subsidiary
- Legal administrative duties and other duties, as assigned

**Occupational Experience & Education Requirements**
- Experience with Corporate Minutes taking
- Experience with preparation/drafting and filling reports and documentation to various regulatory authorities
- Strong understanding of Credit Unions and Caisses Populaires Act, 2020 preferred
- University Degree or College Diploma as a Law Clerk an asset
- Financial Services experience preferred and Credit Union experience considered an asset
- Member of Law Clerks of Ontario an asset

**Knowledge, Skills & Attributes**
- Exemplary interpersonal and communication skills (oral, written, presentation)
- Excellent proofreading skills and an ability to pay attention to details
- Proven ability to exercise discretion when dealing with confidential and sensitive matters
- Outstanding time management and organizational skills
- Ability to analyze legal documents for accuracy and completeness
- Keen sense of initiative and enthusiastic team-player

**Working Conditions**

Regular office/**hybrid** **environment with some irregular hours required due to the demands of meeting potentially challenging, conflicting, and tight deadlines.

**Dep