The applicant, Amsterdam Square Apartments Inc., sought court approval for a plan of arrangement under section 182 of the Business Corporations Act to lower shareholder voting thresholds from 90-100% to a 2/3 majority.
The purpose was to address difficulties in managing the non-profit co-operative due to high approval requirements for actions like share reallocation, sublicensing, share transfers, and capital expenditures.
The respondent opposed, arguing the application was premature and lacked sufficient detail.
The court denied the application, finding it premature because the necessity for sweeping changes was not fully demonstrated, and the plan lacked specific details on how the Board intended to address the underlying issues via bylaw amendments after the thresholds were lowered.
The court emphasized that the specific bylaw proposals should be presented to shareholders and the court as part of the "fair and reasonable" analysis.
Costs were awarded to the respondent.