The appellant hospital appealed an order declaring that the respondent and other 'Annual Members' held their memberships for a full 12-month period and compelling the hospital to hold a requisitioned special meeting.
The hospital argued that under its by-laws, annual memberships expired on July 31 regardless of when they were approved, which in practice resulted in terms of only a few months.
The Divisional Court dismissed the appeal, finding no palpable and overriding error in the motion judge's conclusion that the hospital's interpretation was unreasonable and unfair, and that 'annual' should be given its plain meaning of a full 12-month term to ensure members could effectively act as a check on the board of directors.
