Township of Douro-Dummer
Investigation into a complaint about meetings held by the Township of Douro-Dummer on December 29, 2023, January 16, 2024, June 4, 2024, December 3, 2024, and March 18, 2025
Paul Dubé Ombudsman of Ontario
SUMMARY
The Ombudsman reviewed five meetings held by council for the Township of Douro-Dummer spanning 2023 to 2025, to determine whether public notice, resolutions to move in camera, or the closed session discussions fit the open meeting exceptions in the Municipal Act, 2001. The Ombudsman found that sufficient notice was provided to the public for its meeting on December 29, 2023, as council convened an emergency meeting to provide direction to staff on a time-sensitive contractual matter. The Ombudsman also found that the discussion in closed session about public conduct on March 18, 2025 fit the exception for solicitor-client privilege. However, the Ombudsman found that council failed to state by resolution the general nature of the matters to be considered in camera at its meetings on December 29, 2023, January 16, 2024, June 4, 2024, and December 3, 2024. As a best practice, the Ombudsman also encouraged the Township to keep comprehensive minutes of its meetings and make audio and video recordings of its closed meetings.
Complaint
1My Office received a complaint about meetings held by council for the Township of Douro-Dummer (“the Township”) on December 29, 2023, January 16, 2024, June 4, 2024, December 3, 2024, and March 18, 2025.
2Specifically, the complaint alleged that council provided inadequate public notice before a council meeting held on December 29, 2023.
3The complaint also alleged that the resolutions to move in camera passed by council at its meetings on December 29, 2023, January 16, 2024, June 4, 2024 and December 3, 2024 did not state the general nature of the matter to be discussed in closed session.
4Finally, the complaint also raised concerns that council may have improperly discussed in camera an item relating to public conduct at its March 18, 2025 meeting.
5My review has determined that the Township gave adequate public notice before an emergency council meeting held on December 29, 2023. I have also found that council’s closed session discussion on March 18 2025 fit the open meeting exception for advice subject to solicitor-client privilege.
6However, my investigation also determined that the Township contravened the Municipal Act, 2001 in failing to state by resolution the general nature of the subject matter to be discussed in its closed sessions on December 29, 2023, January 16, 2024, June 4, 2024 and December 3, 2024.
Ombudsman jurisdiction
7Under the Municipal Act, 20011 (the “Act”), all meetings of a council, local board, and committees of either must be open to the public unless they fall within prescribed exceptions.
8The Act gives citizens the right to request an investigation into whether a municipality has complied with the Act in closing a meeting to the public. Municipalities may appoint their own investigator or use the services of the Ontario Ombudsman. The Act designates the Ombudsman as the default investigator for municipalities that have not appointed their own.
9The Ombudsman is the closed meeting investigator for the Township of Douro-Dummer.
10When investigating closed meeting complaints, we consider whether the open meeting requirements in the Act and the municipality’s governing procedures have been observed.
11Our Office has investigated hundreds of closed meetings. To assist municipal councils, staff, and the public, we have developed an online digest of open meeting cases. This searchable repository was created to provide easy access to the Ombudsman’s decisions on, and interpretations of, the open meeting rules. Council members and staff can consult the digest to inform their discussions and decisions on whether certain matters can or should be discussed in closed session, as well as issues related to open meeting procedures. Summaries of the Ombudsman’s previous decisions can be found in the digest: www.ombudsman.on.ca/en/info-public-bodies-and-officials/municipal-government/municipal-meeting-digest.
12The Ontario Ombudsman also has the authority to conduct impartial reviews and investigations of hundreds of public sector bodies. This includes municipalities, local boards, and municipally-controlled corporations, as well as provincial government organizations, publicly funded universities, and school boards. In addition, the Ombudsman’s mandate includes reviewing complaints about the services provided by children’s aid societies and residential licensees, and the provision of French language services under the French Language Services Act. Read more about the bodies within our jurisdiction here: www.ombudsman.on.ca/en/make-complaint/what-we-can-help-you/organizations-you-can-complain-about.
Investigative process
13On August 11, 2025, my Office advised the Township of our intent to investigate the council meetings held on December 29, 2023, January 16, 2024, June 4, 2024, December 3, 2024, and March 18, 2025.
14My Office reviewed relevant portions of the Township’s procedure by-law, as well as the Act. We reviewed relevant meeting records, including the agenda, minutes, and open session audio-video recording for each meeting. My Office also spoke with the Clerk and interviewed the Mayor regarding the concerns raised by the complaint.
15My Office received full co-operation in this matter.
Public notice for the December 29, 2023 meeting
16Council met virtually for an emergency meeting on December 29, 2023 at 9:30 a.m. After the Mayor explained that the purpose of the meeting was to meet with the Township solicitor, council moved into closed session at 9:36 a.m.
17The Clerk told my Office that public notice for the meeting was posted (in the form of an agenda) on the Township website on December 27, 2023, at 6:01 p.m. She explained that she was notified by the CAO during the afternoon of December 27, 2023 that an emergency meeting should be organized as council required time-sensitive legal advice in relation to a potential land transaction.
18During the closed session on December 29, 2023, council provided direction to staff regarding the potential land transaction. Council returned to open session at 10:40 a.m. The meeting was adjourned at 10:42 a.m.
19The Mayor and Clerk both explained to my Office that the Township solicitor was actively discussing the potential land transaction with another party at the time, and received new information around the Christmas holiday period. They noted that the Township had an impending contract deadline such that council had until December 31, 2023 to deal with the matter.
Analysis
20Council for the Township may call a special meeting in accordance with the procedure by-law by posting the agenda materials a minimum of 48 hours prior to the scheduled special meeting. As is clear, the notice for the December 29, 2023 special meeting was not issued within that timeframe.
21Section 4.4 of the Township’s procedure by-law provides that a meeting may be held without written notice to deal with an emergency situation, provided that an attempt has been made by the Clerk to notify members of council. The procedure by-law further requires that, for an emergency meeting, the agenda materials be posted to the Township’s website as soon as is feasible.
22Section 4.4 of the procedure by-law provides two examples of items that justify an emergency meeting: those which are “considered to be of an urgent or time sensitive nature” and those which could “affect the health or well-being of the residents of the municipality.”
23My Office has concluded that an “emergency” generally requires “unexpected circumstances requiring immediate or urgent action.”2 In a report to the Town of South Bruce Peninsula, I found that an offer deadline that was discovered unexpectedly and that left the Town with less time to consider the matter than what was required to call a special meeting qualified as an “emergency.” In that case, the Town’s procedure by-law allowed an emergency meeting to be held in the event of a bona fide emergency.3
24On the other hand, in a report to the Municipality of West Elgin, I found that an impending deadline to approve an agreement did not constitute an emergency as the timeline was not unexpected considering that the Municipality had been in active contract negotiations and should have accounted for the time it would take for council to review and approve the agreement. In that case, an emergency was defined narrowly under the municipality’s procedure by-law, covering situations caused by “forces of nature, accidents or an intentional act.”4
25In the case of the Township of Douro-Dummer, new information about the potential land transaction received around the holiday period required council’s direction. The Clerk provided public notice promptly, on December 27 (immediately after the statutory holidays), around 40 hours before the emergency meeting took place.
26The emergency meeting was scheduled with the Township solicitor present, on the last Friday of the year. Direction to staff was provided by council at that meeting, leaving only a few hours of the last business day of the year for implementation. While an impending contractual deadline would not be considered of an “urgent or time sensitive nature” in all cases, in this case, I am satisfied that the circumstances surrounding this impending deadline required immediate action.
Resolutions to move in camera for the December 29, 2023, January 16, 2024, June 4, 2024 and December 3, 2024 meetings
27The complaint raised concerns about several resolutions to move in camera passed by council, noting that they lacked details or provided inaccurate information about what was actually discussed in closed session.
28On December 29, 2023, council met virtually and resolved to move in camera, without providing additional information by resolution. The reason for the closed meeting -- to meet with a lawyer -- was stated by the Mayor at the beginning of the meeting, approximately one minute before adopting the resolution. The meeting agenda cited the open meeting exceptions for acquisition or disposition of land and solicitor-client privilege, and indicated that the closed session item was “Review of Legal Matters with Township Solicitor.”
29On January 16, 2024, council met in chambers and resolved to move in camera, without providing additional information by resolution. The meeting agenda cited the open meeting exceptions for acquisition or disposition of land and solicitor-client privilege, and indicated that the closed session item was “Review of Legal Matters with Township Solicitor.”
30On June 4, 2024, council met in chambers and resolved to move in camera by citing the open meeting exception for solicitor-client privilege. The reason for the closed meeting, to receive “legal counsel,” was stated by the Mayor at the beginning of the meeting, approximately one minute before adopting the resolution. The meeting agenda also cited the open meeting exception for solicitor-client privilege, and noted that the closed session item was “Legal Issues Update.”
31Finally, on December 3, 2024, council met in chambers and resolved to move in camera by citing the open meeting exception for solicitor-client privilege. Likewise, the agenda for this meeting only cited the open meeting exception.
32The Mayor told my Office that the subject matter of the closed session could have been more clearly stated. The Clerk and the Mayor also pointed out the instances where the information was stated shortly before moving in camera or appeared only in the agendas. We were told that the agendas are available online, and that paper copies are available when meetings are in chambers.
33The Clerk and Mayor also expressed doubts or concerns that a more specific subject matter could be shared with the public for these closed meetings.
34With respect to the December 29, 2023, January 16, 2024, and December 3, 2024 meetings, we were told that the closed session discussion concerned a property matter, for which negotiations were ongoing at the time. The Clerk and Mayor expressed concerns that a more specific subject matter would likely reveal to the other negotiating party the timing and the fact that the Township was discussing its strategy with its solicitor. We were told this could be detrimental to the Township’s bargaining position.
35With respect to the June 4, 2024 meeting, the complaint to my Office raised concerns that the subject matter in the resolution was inaccurate, by omitting that council discussed a septic reinspection program in camera. The Mayor told my Office that the closed meeting discussions concerned legal advice on a specific legal question relating to a building by-law. In her view, she said, a direct reference to the program in the resolution to move in camera would not have captured accurately the nature of the closed session discussions.
Analysis
36Subsection 239(4) of the Act requires that a council pass a resolution prior to entering a closed session that includes the fact of holding a closed meeting, and the general nature of each matter to be considered at the closed meeting.
37As noted in a May 2023 letter to the Township, the Ontario Court of Appeal has held that a resolution to go into a closed meeting should provide a general description of the issue to be discussed in a way that maximizes the information available to the public while not undermining the reason for proceeding into closed session.5
38In a past report to the Municipality of Casselman, I explained that publicly stating that a meeting will be closed and identifying what issues will be discussed in the closed session is not a mere procedural technicality. The purpose of this obligation is to enhance the transparency of local democracy and ensure that decision-makers are accountable when they discuss matters behind closed doors. Failing to comply with this requirement can result in a loss of public confidence in municipal governance.6
39The requirement to provide the general nature of the subject to be discussed in the closed meeting is generally not satisfied by only citing the open meeting exception. While there may be instances where additional information cannot be included in the resolution, I have noted that, in my experience, those cases are a rarity.7
40In this case, the general nature of the subject to be discussed in closed session was not stated by resolution at the December 29, 2023, January 16, 2024, and June 4, 2024 council meetings. While I recognize that this information was readily available, either on the agenda or because it was stated before the resolution was adopted, council should be cautious to always state by resolution the general nature of the matter to be considered in camera to comply with the requirements in the Act.
41Additionally, council should maximize the information made available to the public. The four resolutions reviewed by my Office all refer to “legal matters,” “legal issues,” or the open meeting exception for solicitor-client privilege. To members of the public observing council’s proceedings, these vague subject matters make it difficult to decipher and distinguish the matters being dealt with by council behind closed doors.
42It would have been possible for council to provide some more details to the public, without specifically identifying the matter dealt with and in a way that would not undermine the reason for the closed session. For example, at its December 29, 2023, January 16, 2024, and December 3, 2024 closed meetings, in addition to a reference that a legal matter was to be discussed, council could have specified that the closed sessions concerned ongoing negotiations, a property matter, or a contractual relationship. Similarly, for the June 4, 2024 meeting, in addition to a reference to a legal matter, council could have specified that its closed meeting concerned a building by-law.
The March 18, 2025 meeting
43Council met in chambers on March 18, 2025 at 4:29 p.m. At 4:32 p.m., council moved into closed session to discuss two items: a review of legal matters with the Township solicitor and Building Department matters. Only the former item is the subject of a complaint to my Office. The resolution to move in camera cited the open meeting exceptions for personal matters about an identifiable induvial, litigation or potential litigation, and solicitor-client privilege.
44Council returned to open session at 5:20 p.m. and immediately proceeded to adopt a resolution which addressed the conduct of certain members of the public and an anonymous group. The resolution stated that the behaviour of these individuals and this group targeted and harassed Township staff and indicated that council would not tolerate communications that constitute vexatious conduct under the Township’s Public Conduct Policy. A further resolution was passed to direct staff to apply fees for routine disclosure requests. The meeting was adjourned at 5:26 p.m.
45The complaint to my Office raised concerns that discussions relating to public conduct may not have fit under the cited open meeting exceptions.
46The Clerk and Mayor told my Office that council received confidential legal advice during the closed session from the Township’s solicitor, and discussed the advice, as it related to public conduct.
47The Mayor indicated that council also discussed litigation that could potentially arise from this matter. She did not recall specific individuals being named, other than staff members dealing with the conduct in question and the anonymous group’s title.
Analysis
48The open meeting exception for solicitor-client privilege covers communication between the Township and its solicitor in seeking or receiving legal advice intended to be confidential.8
49The purpose of the exception for solicitor-client privilege is to ensure that municipal officials can speak freely about legal advice confidentially. This exception will apply if: (i) there is a communication between a lawyer and council, (ii) the communication entails the seeking or giving of legal advice, and (iii) the advice is considered confidential by the parties.9
50Our investigation established that a solicitor was present during the closed meeting and provided confidential advice to council. Council’s discussions relating to public conduct during the March 18, 2025 meeting fit within the exception for solicitor-client privilege. Accordingly, it is not necessary to consider the applicability of the other two exceptions.
Closed meeting minutes
51The closed meeting minutes for the March 18, 2025 meeting lacked details about the substantive discussions that took place. The minutes note the items and motions adopted by council, without details of the substantive discussions that took place.
52Subsection 239(7) of the Act provides that all resolutions, decisions and other proceedings that take place during a meeting must be recorded. This requirement also applies to closed meetings. In a report to the Town of South Bruce Peninsula, my Office explained that the minutes should include a detailed description of the substantive and procedural matters discussed.10
53As a best practice, the Township should keep complete and comprehensive minutes of closed sessions in future. This practice helps members of the public feel confident that matters dealt with in closed session are appropriate for in camera discussion and that the requirements of the Act have been followed.
54My Office has also consistently recommended that all municipalities, local boards and committees of either make audio or video recordings of all meetings, both open and closed.11 Audio or video recordings of closed sessions provide the clearest and most accessible record for closed meeting investigators to review and assist in ensuring that officials do not stray from the legal requirements during the closed session.
Opinion
55Council for the Township of Douro-Dummer did not contravene its procedure by-law when it met on December 29, 2023, as it provided sufficient notice for the meeting. Council convened an emergency meeting such that the 48-hour notice requirement for special meetings did not apply.
56Council for the Township of Douro-Dummer contravened subsection 239(4) of the Municipal Act, 2001 on December 29, 2023, January 16, 2024, June 4, 2024, and December 3, 2024 when it failed to state by resolution the general nature of the matters to be considered in camera.
57Council for the Township of Douro-Dummer did not contravene the Municipal Act, 2001 on March 18, 2025, as the matter discussed in closed session fit the open meeting exception for solicitor-client privilege.
Recommendations
58I make the following recommendations to assist the Township of Douro-Dummer in fulfilling its obligations under the Municipal Act, 2001 and enhancing the transparency of its meetings.
Recommendation 1
All members of council for the Township of Douro-Dummer should be vigilant in adhering to their individual and collective obligation to ensure that council complies with its responsibilities under the Municipal Act, 2001 and its own procedure by-law.
Recommendation 2
As noted in my May 2023 letter to the Township, council for the Township of Douro-Dummer should ensure that all resolutions to proceed in camera provide a general description of all issues to be discussed in a way that maximizes the information available to the public while not undermining the reason for excluding the public.
Report
59Council for the Township of Douro-Dummer was given the opportunity to review a preliminary version of this report and provide comments to my Office. All comments we received were considered in the preparation of this final report.
60This report will be published on my Office’s website and should also be made public by the Township of Douro-Dummer. In accordance with section 239.2(12) of the Municipal Act, 2001, council is required to pass a resolution stating how it intends to address this report.
Paul Dubé Ombudsman of Ontario
Footnotes
- SO 2001, c 25.
- Magnetawan (Municipality of) (Re), 2015 ONOMBUD 20, online: https://canlii.ca/t/gtp6h.
- South Bruce Peninsula (Town of) (Re), 2015 ONOMBUD 25, online: https://canlii.ca/t/gtp6t.
- West Elgin (Municipality of) (Re), 2024 ONOMBUD 22, online: https://canlii.ca/t/k8c51.
- Letter from the Ontario Ombudsman to the Township of Douro-Dummer (10 May 2023), online: https://www.ombudsman.on.ca/en/our-work/municipal-meetings/township-douro-dummer-may-10-2023; Farber v Kingston (City), 2007 ONCA 173, online: https://canlii.ca/t/1qtzl.
- Casselman (Municipality of) (Re), 2022 ONOMBUD 14, online: https://canlii.ca/t/jrkx7.
- Ibid.
- Timmins (City of) (Re), 2017 ONOMBUD 4, online: https://canlii.ca/t/h4rwt.
- Solosky v The Queen, 1979 CanLII 9 (SCC), [1980] 1 SCR 821, online: https://canlii.ca/t/1mjtq.
- South Bruce Peninsula (Town of) (Re), 2010 ONOMBUD 1, online: https://canlii.ca/t/gttg6.
- Bruce (County of) (Re), 2022 ONOMBUD 7, online: https://canlii.ca/t/jpbf9.