CITATION: Doherty-Masters v. Waterloo Catholic District School Board, 2026 ONSC 997
DIVISIONAL COURT FILE NO.: DC-25-00000337-0000
DATE: 20260227
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
Schreck, Shore and Brownstone JJ.
BETWEEN:
KATHY DOHERTY-MASTERS
Applicant
– and –
WATERLOO CATHOLIC DISTRICT SCHOOL BOARD
Respondent
Jarvis K. Postnikoff, for the Applicant
Melanie MeNaught, for the Respondent
HEARD: In Hamilton, January 27, 2026
REASONS FOR DECISION
L. Brownstone J.:
[1] The applicant, Kathy Doherty-Masters, is an elected school trustee who serves on the respondent school board. The Catholic Parent Involvement Committee (CPIC), a parent-led committee of which Trustee Doherty-Masters is not a member, hired Trustee Doherty-Masters’s husband to give a presentation to school parents. Several months later, the board, including Trustee Doherty-Masters, voted to receive, for information, a report from the CPIC that referred to Mr. Masters’s presentation.
[2] The board determined that Trustee Doherty-Masters breached its Code of Conduct. It imposed sanctions on Trustee Doherty-Masters, prohibiting her from attending board meetings and sitting on board committees for six to nine months. The board dismissed Trustee Doherty-Masters’ internal appeal of its finding and sanctions decisions.
[3] Trustee Doherty-Masters, by application for judicial review, asks this court to quash the board’s decisions that made the findings and imposed the sanctions on the bases that they are unreasonable and that she was denied procedural fairness before the board. She submits that the matter should not be remitted to the board for reconsideration.
[4] The respondent board submits that it reasonably exercised its authority under the Education Act, R.S.O. 1990, c. E.2 and provided Trustee Doherty-Masters with adequate procedural fairness. The board asks that the application be dismissed. The board agrees, however, that if Trustee Doherty-Masters succeeds in her application, the appropriate remedy is to quash the decisions and not remit the matter for reconsideration before the board.
[5] For the reasons that follow, I find that the board’s decision finding that Trustee Doherty-Masters had breached its Code of Conduct was unreasonable and must be set aside. It follows that the decision on sanctions cannot stand and it, too, is set aside.
Background
[6] Trustee Doherty-Masters is one of nine elected trustees on the board. She was first elected in the fall of 2022. In the spring of 2023, the CPIC arranged for her husband, Fred Masters, to give a presentation to parents. Mr. Masters was paid for this presentation.
[7] Regulations under the Education Act require the board to establish the CPIC. It is not a board committee. Under regulation 612/200, only community representatives and parent members are entitled to vote on CPIC matters, and parent members must form the majority of those present at every meeting.
[8] CPIC’s funding comes from the board. Its budget for the 2022-2023 school year was approved by the board in June 2022, before Trustee Doherty-Masters was a trustee.
[9] On February 15, 2023, Superintendent Merkel, the staff representative on CPIC, emailed Mr. Masters to ask him for a quote for doing a presentation on financial management at a parent engagement meeting.
[10] Mr. Masters responded to Superintendent Merkel’s email with a quote that comprised a speaking fee and a price for the sale of 100 of his books to be distributed at the event. Superintendent Merkel provided an update to CPIC that evening, and CPIC voted to proceed with Mr. Masters’s event along with four other events. Trustee Doherty-Masters was not present at that CPIC meeting.
[11] The email Superintendent Merkel sent to Mr. Masters mentioned that Superintendent Merkel had told Trustee Doherty-Masters that CPIC would like to purchase books from Mr. Masters as part of the presentation. Neither Superintendent Merkel nor Trustee Doherty-Masters had any recollection of the conversation when asked about it during the board’s investigation more than a year later. However, Superintendent Merkel was sure that if they spoke, she would have been the one who initiated the conversation. Superintendent Merkel said the idea to invite Mr. Masters had come from a parent at a CPIC meeting in December 2022. Superintendent Merkel had personally been involved in considering hiring Mr. Masters for presentations prior to Trustee Doherty-Masters’ election to the board.
[12] On March 2, 2023, Mr. Masters emailed Superintendent Merkel, said that he had spoken with Trustee Doherty-Masters about the event, and that she was considering whether there might be an actual or perceived conflict of interest. Superintendent Merkel responded, noting that the fact that the Board and Mr. Masters had a relationship long before Trustee Doherty-Masters was elected was relevant. Indeed, Mr. Masters had given many similar presentations for the board, going back to 2018 or 2019.
[13] On March 6, 2023, Superintendent Merkel reported to the board on the events of CPIC. The board did not discuss or vote on Superintendent Merkel’s report.
[14] The CPIC event with Mr. Masters occurred on April 27, 2023. Superintendent Merkel approved Mr. Masters’s invoice, which was paid in May. On May 17, 2023, CPIC approved its minutes of February 15, 2023, which referred to the approval of Mr. Masters’s speaking engagement. Trustee Doherty-Masters was not present at the May CPIC meeting.
[15] On June 12, 2023, the board considered a “consent agenda” as part of its agenda. The consent agenda included, as one of 11 items, the CPIC minutes of February 15, 2023, which the board received “for information”. The board’s Executive Superintendent of Corporate Services, Treasurer, and Chief Financial Officer , responsible for preparing the board’s agendas, confirmed that items marked “for information” on the consent agenda were given to the board for information; the board was not approving what had happened at the committees. As would be expected, the board did not discuss the CPIC minutes, and the consent agenda was approved unanimously. Trustee Doherty-Masters was in attendance and part of the unanimous vote.
[16] In December 2023, the board received an anonymous email that Trustee Doherty-Masters had violated the board’s “conflict of interest” policy. The email alleged that Trustee Doherty-Masters was part of CPIC prior to her husband being invited to speak and suggested this “was a clear case of cronyism and nepotism at its finest”.
[17] In March 2024, a Rebel News article stated that, according to its sources, Trustee Doherty-Masters was "involved in hiring someone called Fred Masters" and "should've recused herself from approving agenda minutes especially in regard to financial decisions made by the board that would directly enrich her hubby."
[18] The board also raised a concern that Trustee Doherty-Masters’ son, Brendan Masters, was a supply teacher or contract employee with the board. The board chair was therefore concerned that Trustee Doherty-Masters might have had a conflict of interest when the board had considered budget matters or collective agreements that may bear on the job prospects of teachers.
[19] In fact, Brendan Masters had left the board and obtained a full-time teaching position elsewhere in the province prior to Trustee Doherty-Masters’s election to the board. Brendan was on a leave of absence from the board as of July 2022. Prior to Trustee Doherty-Masters’s election, he had signed a contract with the board to conduct a three-week summer-school course.
[20] On April 8, 2024, the board hired an investigator, Mr. Bruce Best of Rubin Thomlinson LLP. Mr. Best conducted a thorough investigation, found the facts above, reviewed the applicable legislation and case law, and provided an analysis of whether Trustee Doherty-Masters contravened the Municipal Conflict of Interest Act, R.S.O. 1990, c. M.50 (“MCIA”) or the board’s code of conduct.
[21] The investigator concluded, among other things, that:
a. Superintendent Merkel had initiated the conversation with Trustee Doherty-Masters about Fred Masters’s invitation to a CPIC event;
b. Trustee Doherty-Masters made no attempt to influence Superintendent Merkel in her decision to engage Mr. Masters;
c. Trustee Doherty-Masters had no role in CPIC’s decision to engage Fred Masters;
d. In June 2023, after the event, the board had received the CPIC minutes for information only;
e. Even if the board had been approving the CPIC minutes, Trustee Doherty-Masters’pecuniary interest was so remote that she need not have disclosed it;
f. The Rebel News article was based on inaccurate information;
g. No reasonable elector, apprised of the facts, would allege that Trustee Doherty-Masters’s vote on the consent agenda would be influenced by a pecuniary interest;
h. The concerns of the chair and vice-chair with respect to Brendan Masters were based on the assumption that Mr. Masters was still on the supply teaching list for the board until 2023, which was incorrect; and
i. Any theoretical possibility that the board’s budget would affect Brendan Masters was very remote.
[22] The investigator concluded that Trustee Doherty-Masters did not contravene the MCIA or the Code of Conduct.
[23] The investigator’s 66-page report concluded with the following two paragraphs:
- Recommendations
Given my findings above that Trustee Doherty-Masters had acted in accordance with the MCIA and with the Trustee Code of Conduct, there is no basis on which any actions should be taken against her.
- Conclusion
I have found that Trustee Doherty-Masters did not contravene the MCIA, and that she met the expectations under the Trustee Code of Conduct to exercise good judgment and avoid the appearance of a conflict of interest.
Decisions under review
[24] On November 24, 2024, the board held an in-camera meeting at which it received both the summary and the full investigator’s report. A second in-camera meeting was held on December 9, 2024. At that meeting, Trustee Doherty-Masters made a statement about her conduct and the investigator’s report. Trustee Doherty-Masters requested that one trustee not participate in the matter as he had signed a petition seeking her removal from the board. Neither Trustee Doherty-Masters nor the trustee who had signed the petition was present for the ensuing discussion or vote. The board voted to request further information from the internal auditor and to have him attend a board meeting on December 12, 2024. Trustee Doherty-Masters objected to this, as it represented a continuing investigation in violation of the code provisions. At the December 12, 2024, meeting, the board rescinded the motion inviting the auditor and considered whether Trustee Doherty-Masters had breached the Code of Conduct.
[25] The minutes from the December 12, 2024, in-camera meeting read in relevant part as follows:
Trustees continued discussion, focused on whether a breach of the Code of Conduct had occurred and what specific portion of the Code may have been breached.
Trustee Cuff put forward that she would like to move a motion of a breach but would accept assistance with the wording. Chair Sikora offered to assist in the wording of the motion. Trustees discussed the potential wording of the motion.
2024-24-It was moved by Trustee Cuff and seconded by Trustee Stanley:
THAT Trustee Doherty-Masters breached the Code of Conduct by failing to avoid a situation that might create the appearance of a Conflict of Interest.
[26] The motion was carried by a vote of four to three. The board deferred its discussion of the appropriate sanction to its next meeting.
[27] On December 19, 2024, the board decided that Trustee Doherty-Masters would be asked to provide a written apology, and passed the following motions regarding sanction at the in-camera portion of its meeting:
That the Waterloo Catholic District School Board of Trustees bar Trustee Doherty-Masters from attending Board meetings up to and including June 30, 2025, and that the Waterloo Catholic District School Board of Trustees bar Trustee Doherty-Masters from sitting on all committees (excluding Audit, CPIC and Governance) up to and including June 30, 2025
That the Waterloo Catholic District School Board of Trustees bar Trustee Doherty-Masters from sitting on Audit Committee, CPIC Committee and Governance committee up to and including November 15, 2026.
[28] The board’s motions in open session regarding the sanction imposed mirrored its in-camera motions on that topic. However, its motion regarding its finding in open session read as follows:
THAT the Waterloo Catholic District School Board of Trustees find Trustee Doherty-Masters in breach of Board Policy 11-007 - Board Members' Code of Conduct.
[29] The next day, counsel for the board wrote to Trustee Doherty-Masters and advised her of the board’s determination and decision on sanction. That letter stated that the board determined, on December 12, 2024, that “you had breached the Code of Conduct by failing to avoid a situation that might give rise to an appearance of a conflict of interest, namely your husband's paid presentations for the Board.”
[30] Trustee Doherty-Masters was provided an opportunity to make submissions about the determination and/or sanctions imposed. By email dated December 23, 2024, Trustee Doherty-Masters advised that she was appealing the decisions and included her submissions in support of her appeal. Under the Code of Conduct, the board was required to consider the submissions and confirm or revoke the decision within 14 days.
[31] On January 6, 2025, the board confirmed its December 19, 2024, decisions. No reasons were provided.
[32] On April 16, 2025, Krawchenko J. stayed the sanctions pending this application. Trustee Doherty-Masters returned to attending board and committee meetings thereafter.
Governing legislation and Code of Conduct
[33] The Education Act requires each board to enact a code of conduct for board members. The Act requires board members to comply with the code. At the time the board made the decisions about Trustee Doherty-Masters, the Act’s procedure for enforcing codes of conduct included the following: to make inquiries and determine whether the code of conduct has been breached [s. 218.3(2)]; to impose sanctions if the board determines there was a breach [s. 218.3(3)]; to provide the trustee an opportunity to make written submissions to the board; and to consider those submissions and confirm or revoke the determination [s. 218.3(6)].
[34] At the time the sanctions were imposed on Trustee Doherty-Masters, the Act provided as follows:
218.3 (3) If the board determines under subsection (2) that the member has breached the board’s code of conduct, the board may impose one or more of the following sanctions:
Censure of the member.
Barring the member from attending all or part of a meeting of the board or a meeting of a committee of the board.
Barring the member from sitting on one or more committees of the board, for the period of time specified by the board.
[35] Under the board’s Code of Conduct, trustees are expected to “[c]omply with the Municipal Conflict of Interest Act in declaring any and all direct and indirect pecuniary interests in a matter before the Board. Trustees are responsible and accountable for exercising good judgment and avoiding situations that might present a conflict of interest or an appearance of a conflict of interest”.
[36] Under the MCIA. trustees are prohibited from attempting to influence any decision or recommendation related to a matter in which the trustee has a pecuniary interest. Trustees are also required to disclose a direct or indirect pecuniary interest in a matter that is the subject of consideration at a meeting, and not take part in the discussion of such a matter.
[37] The board’s chair and vice-chair expressed their views to the investigator that Trustee Doherty-Masters ought to have declared her pecuniary interest when the CPIC minutes were presented to the board in June 2023.
Standard of Review
[38] The parties agree that the standard of review of the board’s decision is reasonableness, and that the applicant bears the burden of establishing that the decision is unreasonable: Canada (Minister of Citizenship and Immigration) v. Vavilov, 2019 SCC 65, [2019] 4 S.C.R. 653.
[39] The court is not to determine what decision it would have made were it the administrative decision-maker. In conducting the reasonableness analysis, the court begins with the tribunal’s decision: Vavilov, at para. 83.
[40] The decision must be justified in relation to its applicable legal and factual contexts that operate as constraints on the decision-maker: Vavilov, at paras. 99 and 105. The reviewing court assesses whether there is a sufficiently serious shortcoming in a decision such that it does not exhibit the required justification, intelligibility, and transparency; the reviewing court does not engage in a “treasure hunt for error”: Vavilov, at paras 100 and 102.
[41] In assessing questions of procedural fairness, the court considers the appropriate content of procedural fairness to be accorded in a particular circumstance, and whether that level of fairness has been met. The duty of procedural fairness is flexible and variable, and depends on the context, including the particular statute and the rights affected: Baker v. Canada (Minister of Citizenship and Immigration), 1999 699 (SCC), [1999] 2 S.C.R. 817, at paras. 21 and 22.
[42] This court has previously noted that the potential sanctions under the Education Act are weak, and boards have significant latitude to control their own internal processes: Del Grande v. Toronto Catholic District School Board, 2023 ONSC 349 (Div. Ct.), at paras. 50 and 53, aff’d 2024 ONCA 769, leave to appeal to S.C.C refused, 41593 (May 15, 2025); 2024 ONCA 769, at para. 26.
[43] No deference is accorded by the reviewing court on issues that affect procedural fairness: United Food and Commercial Workers, Local 175 v. La Rocca Creative Cakes, 2024 ONSC 2243 (Div. Ct.), at para. 41.
Issues and analysis
[44] The issues before the court are whether the board’s decisions were unreasonable and whether the applicant was denied procedural fairness. If the court finds either of the two issues is determined in the applicant’s favour, the court must then determine the appropriate remedy.
i) The decision was unreasonable
[45] Where a decision-maker does not provide reasons for a decision, the reviewing court looks to the record as a whole to understand the decision: Vavilov, at para. 137. Where the record and context do not shed light on the basis for the decision, the reviewing court is to examine the decision in light of the constraints on the decision-maker. However, “it is perhaps inevitable that without reasons, the analysis will then focus on the outcome rather than on the decision maker’s reasoning process”: Vavilov, at para. 138.
[46] Here, the board had before it the lengthy, detailed, comprehensive report of its investigator. The report, as noted above, made factual findings, assessed and applied the relevant law, and concluded that Trustee Doherty-Masters had not breached the MCIA or the code of conduct. The report provided extensive reasons for its conclusions.
[47] The board is entitled to reach a different conclusion than that of the investigator. However, the justification for the board’s decision must be ascertainable either in reasons or, in the absence of reasons, in the record: Vavilov, at para. 137.
[48] First, I note that the board’s decisions are unclear about the misconduct it found Trustee Doherty-Masters to have engaged in. The in-camera motion stated that “Trustee Doherty-Masters breached the Code of Conduct by failing to avoid a situation that might create the appearance of a Conflict of Interest”. The motion that was passed in open session, as required under the Education Act, stated simply that “the Waterloo Catholic District School Board of Trustees find Trustee Doherty-Masters in breach of Board Policy 11-007 - Board Members' Code of Conduct.” Correspondence from the board’s counsel to Trustee Doherty-Masters the day after the meeting stated that the board had determined that Trustee Doherty-Masters had “breached the Code of Conduct by failing to avoid a situation that might give rise to an appearance of a conflict of interest, namely your husband's paid presentations for the Board.”
[49] I note that the minutes do not reveal what the board found Trustee Doherty-Masters to have done that was in breach of the Code. The record before it considered several allegations, including a) Trustee Doherty-Masters’s action in voting on a consent agenda that included the acceptance of the CPIC minutes for information; b) being approached by Superintendent Merkel before the CPIC decided to engage Mr. Masters; and c) voting on issues that might have affected her son’s employment or former employment with the board. The minutes shed no light on which allegation the board found was supported by the record.
[50] While the minutes refer to the Code of Conduct, not the MCIA, the Code requires compliance with the MCIA, so the MCIA should be considered in this court’s review. As noted above, the MCIA requires trustees to avoid attempting to influence any decision or recommendation related to a matter in which the trustee has a pecuniary interest. There was no factual basis on which to conclude that Trustee Doherty-Masters had anything to do with CPIC’s decision to engage Mr. Masters. The evidence was to the contrary. Superintendent Merkel approached Mr. Masters, approached Trustee Doherty-Masters, and presented the proposal to CPIC, and Trustee Doherty-Masters made no attempt to influence the superintendent or CPIC.
[51] The MCIA also requires trustees to disclose a direct or indirect pecuniary interest in a matter that is the subject of consideration at a meeting, and not take part in the discussion of such a matter. The facts before the board indicate that Trustee Doherty-Masters did not run afoul of these proscriptions. First, there was no board vote and therefore no opportunity for Trustee Doherty-Masters to make any declaration prior to Mr. Masters providing his presentation at CPIC’s request. Second, as noted by the investigator, the receipt of minutes for information does not constitute “consideration of an item”. This was both factually true, as stated by the board’s Executive Superintendent of Corporate Services, Treasurer, and Chief Financial Officer, and legally true: Duncan v. Hewitt, 2021 ONSC 866, at para. 33. Third, as noted by the investigator, even if the board had the ability to approve the minutes, Trustee Doherty-Masters would not have been required to declare a pecuniary interest. This was because the event had already occurred and Mr. Masters had already been paid, so if she had any pecuniary interest in June 2023, it was very remote.
[52] The Code of Conduct is broader than the MCIA. The Code, in addition to requiring compliance with the MCIA, sets out an expectation that trustees will avoid situations that might present a conflict of interest or an appearance of a conflict of interest.
[53] The respondent acknowledges that the appearance of a conflict must be assessed on the basis of a reasonable onlooker who is apprised of the relevant facts. The respondent submits that the board’s decision that Trustee Doherty-Masters’s actions breached the Code, assessed in this way, was reasonable. The respondent submits that the constraints upon the board in making its decision included the legislative provisions, the report of the investigator, the complaint, and the Rebel News article. In this factual and legal context, it was reasonable for the board to conclude that Trustee Doherty-Masters had breached the Code of Conduct.
[54] The facts before the board were the following: Trustee Doherty-Masters had no input into the decision to hire Mr. Masters; any discussion with Superintendent Merkel was initiated by the superintendent, not Trustee Doherty-Masters; Mr. Masters and Superintendent Merkel had made similar arrangements on numerous occasions before Trustee Doherty-Masters was elected to the board; the minutes of the CPIC were provided to the board for information, not for any kind of decision or approval; the event in question had already occurred by the time the minutes were provided to the board for information; and Brendan Masters was employed full-time by a different board by the time Trustee Doherty-Masters was elected to the board.
[55] The respondent submits that the Rebel News article formed part of the context for the board’s decision. It is troubling that the board would have based its decision on such an article when, as noted by the investigator and explained in the report, that article was based on a source that was mistaken as to the facts. The board had the correct facts before it, as would the reasonable onlooker who would determine whether there was an appearance of a conflict of interest.
[56] The same analysis applies to the respondent’s submission that the board could have based its decision on the fact that Trustee Doherty-Masters had a conversation with Superintendent Merkel about Mr. Masters’s engagement by CPIC and that Mr. Masters subsequently sent a message to the Superintendent about his conversation with Trustee Doherty-Masters.
[57] The facts before the board were that the Superintendent had initiated the conversation with Trustee Doherty-Masters. The investigator’s report, relying in part on Re Tory, 2016 ONMIC 1, explained that Trustees cannot control who approaches them and initiates a conversation. Further, neither party to the conversation could recall its contents; the contents were therefore unknown and unknowable to the board.
[58] The respondent also relies on the March 2, 2023, email in which Mr. Masters reported to Superintendent Merkel that the trustee was considering whether Mr. Masters’s participation in the event would give rise to an actual or perceived conflict of interest in support of its conclusion. It is difficult to see how this email creates an appearance of a conflict. It demonstrates merely that Trustee Doherty-Masters turned her mind to the issue. Presumably she, like the investigator, concluded that her complete lack of involvement in CPIC and in the decision to hold the event meant there could be no possible appearance of a conflict.
[59] The respondent relies on the anonymous complaint as further support for its position. As the investigator noted, the anonymous email was not complaining that Trustee Doherty-Masters failed to declare her interest when the Board received the CPIC minutes; the complaint was that Mr. Masters had been engaged by CPIC to begin with. CPIC’s decision to engage Mr. Masters clearly had nothing to do with Trustee Doherty-Masters, as the board knew.
[60] In sum, there is nothing in the record to support the board’s conclusion that Trustee Doherty-Masters violated the Code of Conduct.
[61] As noted above, it is impossible to determine what the board found Trustee Doherty-Masters did that was in breach of the Code. It is equally impossible to determine what the board could have found Trustee Doherty-Masters did that was in breach of the Code, but failed to articulate, on the basis of all the information before it.
[62] Given the board’s failure to explain its findings and the fact that those findings are not supported by the record before it, it is impossible to understand how the board could rationally reach the conclusions it did. The decision is untenable and must be set aside.
ii) Remaining issues
[63] Given that the findings are set aside, there is no need to determine whether the sanctions were reasonable and whether there were breaches of procedural fairness. The sanctions decision must be set aside once the decision finding the breach of the code of conduct is set aside.
[64] The parties agree that, if the decision is set aside, there is no useful purpose to be served by sending the matter back to the board. This is because Trustee Doherty-Masters has already been suspended for over four months, and because the provisions of the Act have changed regarding determinations of breaches of the Code.
Disposition
[65] The decisions of the board finding Trustee Doherty-Masters breached the Code of Conduct, and imposing sanctions for that breach, are set aside. In accordance with the parties’ agreement, the respondent shall pay Trustee Doherty-Masters $20,000 in costs, inclusive of disbursements and HST.
Brownstone J.
I agree _______________________________
Schreck J.
I agree _______________________________
Shore J.
Date: February 27, 2026