Adams, in his capacity as President of the Association of Professional Engineers of Ontario v. Association of Professional Engineers of Ontario [Indexed as: Adams v. Assn. of Professional Engineers of Ontario]
111 O.R. (3d) 334
2012 ONSC 3850
Ontario Superior Court of Justice,
Divisional Court,
Aston, Sachs and Herman JJ.
June 28, 2012
Corporations -- Directors -- Resignation -- Resignation of director of corporation without share capital not requiring acceptance by directors before it is effective -- Director not permitted to withdraw resignation without consent of other directors.
H was a member of the council of the Association of Professional Engineers of Ontario. As a result of internal disputes, he sent an e-mail to all council members, stating, "I am resigning due to health reasons: One more council meeting and I will be permanently insane." He subsequently retracted his resignation. At a council meeting, a vote to accept the resignation passed. The president of the association brought an application for judicial review of that decision, arguing that it was not open to council to accept H's resignation as it had been withdrawn.
Held, the application should be dismissed.
The resignation of a director of a corporation without share capital does not have to be accepted by the other directors before it is effective, and the resignation cannot be withdrawn without the consent of the remaining directors. When H unequivocally resigned from council, his resignation was effective, at the latest, as of the date of the next annual general meeting. Having delivered such an unequivocal resignation, he could not withdraw it without the consent of council. While council may have had a practice of accepting resignations, there was no need for them to do so.
APPLICATION for judicial review of a decision to accept a resignation.
Cases referred to Glossop v. Glossop, [1907] 2 Ch. 370 (Ch. D.); Howard v. Saint John (City) (1951), 1951 692 (NB SC), 28 M.P.R. 393 (N.B.S.C.), consd Societa Caruso v. Tosolini, 2005 20808 (ON SC), [2005] O.J. No. 2364, [2005] O.T.C. 493, 7 B.L.R. (4th) 222, 140 A.C.W.S. (3d) 233 (S.C.J.); Walker v. Toronto (City) (1993), 1993 8507 (ON SC), 14 O.R. (3d) 91, [1993] O.J. No. 1237, 15 M.P.L.R. (2d) 213, 41 A.C.W.S. (3d) 98 (Gen. Div.), distd [page335]
Other cases referred to Moore v. Polson, [1992] B.C.J. No. 1327 (S.C.); Municipal Freehold Co. v. Pollington (1890), 63 L.T. 238, 59 L.J. Ch. 734; Trustee of Property of J.T. Richards & Co. v. Coulson, 1937 84 (ON SC), [1937] O.R. 456, [1937] O.J. No. 284, [1937] 2 D.L.R. 788, [1937] O.W.N. 263 (H.C.J.)
Statutes referred to Business Corporations Act, R.S.O. 1990, c. B.16, s. 121(2) Corporations Act, R.S.O. 1990, c. C.38 [as am.] Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15, s. 25(2) Professional Engineers Act, R.S.O. 1990, c. P.28 [as am.], ss. 2(1), 3(10), (11), 8 [as am.]
Rules and regulations referred to R.R.O. 1990, Reg. 941 (Professional Engineers Act) [as am.]
Authorities referred to Halsbury's Laws of Canada, "Restrictions on Resignations" (Business Corporations, IX.4.(3)(f), HBC-181 (QL)) Hansell, Carol, Directors and Officers in Canada: Law and Practice, looseleaf (Toronto: Carswell, 1999-) Mitchell, Victor E., A Treatise on the Law Relating to Canadian Commercial Corporations, With an Appendix Containing the Dominion and Provincial Companies Acts and the Winding-up Acts (Montreal: Southam Press Limited, 1916) Nathan, Hartley R., Directors Manual, looseleaf (North York, Ont.: CCH Canadian Ltd., 1994) Nathan, Hartley R., Nathan's Company Meetings Including Rules of Order, 9th ed. (Toronto: CCH Canadian Limited, 2011) Professional Engineers of Ontario, By-law No. 1 (Toronto: Professional Engineers of Ontario)
Ryan S. Breedon and Paul-Erik Veel, for applicant. Richard Steinecke and Rebecca Durean, for respondent.
The judgment of the court was delivered by
SACHS J.: -- Introduction
[1] When does the resignation of a director of a corporation without share capital become effective? Can it be withdrawn by the director who rendered it without the consent of the remaining directors? These are the central questions raised on this application for judicial review of a decision by the Council (the "Council") of the Association of Professional Engineers of Ontario ("PEO") to accept the resignation of Dr. Michael Hogan, who [page336] was an elected member of Council. On this application, the applicant seeks an order quashing the decision and declaring that Dr. Hogan continues to be a member of Council.
[2] For the reasons that follow, I would dismiss the application. In my view, Dr. Hogan unequivocally resigned from Council, a resignation that did not require the acceptance of Council to be effective. Once rendered, his resignation could not be withdrawn without the consent of Council. Factual Background
The applicants
[3] The applicant, J. David Adams, was the president of PEO when the events giving rise to this application occurred and when this application was commenced. His term ended in May of 2012. In response to the application, the respondent raised an issue concerning the applicant's standing to bring this application. As a result, it was agreed at the hearing that Dr. Hogan would be added as a party applicant to the proceeding and the respondent made no submissions on the issue of standing.
[4] After the hearing, we received submissions as to costs on behalf of the applicant, J. David Adams, and the respondent. In those submissions, counsel for the applicant took the position that he had only offered to add Dr. Hogan in the event the court concluded that Dr. Hogan was a necessary party. We disagree with this characterization of what occurred. As outlined above, because Dr. Hogan agreed to be added as a party, the respondent made no submissions on the issue of whether Mr. Adams had the requisite standing to bring the application as there was no longer any need to do so. Counsel for the applicant did not disagree with the respondent's assertion that there was no longer any need to address the standing issue and the hearing proceeded on the basis that the issue had been resolved.
[5] Thus, the style of cause should be amended to add Michael Hogan as a party applicant such that there are now two applicants to the proceeding.
[6] Dr. Hogan was elected to Council to serve as a councilor- at-large for 2011-2013. His term commenced on May 7, 2011.
The respondent: Association of Professional Engineers of Ontario
[7] PEO is a self-governing body charged with regulating the engineering profession in the province of Ontario. PEO is established pursuant to the Professional Engineers Act, R.S.O. 1990, c. P.28 (the "Act") [page337] and its principal object is to regulate the profession in the public interest.
[8] Council is charged with governing and managing the administrative affairs of PEO. The composition of Council is determined by the Act and the Regulation, R.R.O. 1990, Reg. 941 (Professional Engineers Act) enacted pursuant to the Act (the "Regulation"). Under the Act and the Regulation, Council is composed of 17 members who are elected to Council by the profession, and between eight and 12 members who are appointed to Council by order of the Lieutenant Governor.
[9] Pursuant to s. 8 of the Act, Council may pass by-laws relating to the administrative and domestic affairs of PEO not inconsistent with the Act and the Regulation spanning a variety of subjects, including the conduct of meetings of Council.
[10] Council has enacted By-law No. 1 relating to the administrative and domestic affairs of PEO (the "By-law"). The By-law provides that the procedure at all meetings of the Association and Council shall be governed by the rules laid down in Wainberg's Society Meetings ("Wainberg's").
The events giving rise to this application
[11] As a result of disputes internal to Council, on March 3, 2012, Dr. Hogan sent an e-mail to all Council members advising that he was resigning from Council. The subject line of the e- mail read "PEO Council Resignation Today". The e-mail read as follows:
Dear President Dave Adams:
I am resigning due to health reasons: One more council meeting and I will be permanently insane.
You Dave, plus Pat Quinn, and a few others like Santosh, Roger, Denis C. Thomas, etc. kept me in this silly game longer than I wanted.
I am looking forward to seeing you at the Canadian Aerobatic Championships in Hanover again this spring.
Attached is a group photo of PEO Council. Bill K. is 4th from the right.
I don't know how you can take another year of this, Dave. Very sorry.
Michael Hogan
Professional Engineer and Canadian Volunteer Pilot
[12] The photo attached to the e-mail that Dr. Hogan described as a "group photo of PEO Council" is a picture of five witch doctors plus an intern "because he was only half the size" in "Hollowe'en [sic] costumes". The explanation attached to the photograph stated that the witch doctors were "very destructive [page338] to the community. But, they were really terrific on the drums." Dr. Hogan acknowledged that he was referring to another councillor, Bill Kossta, as the half-sized intern. According to Dr. Hogan, this was not a reference to Mr. Kossta's size, but to his performance and/or his personality.
[13] The next day, on March 4, 2012, Dr. Hogan sent an e-mail to Council stating that his resignation would not be effective until PEO's annual general meeting in May of 2012.
[14] On March 6, 2012, PEO's secretariat coordinator sent an e-mail to the members of Council stating that Dr. Hogan had resigned his position from Council, effective immediately. Later that same day, Dr. Hogan responded to again clarify that his resignation would not be effective until PEO's annual general meeting. He copied all members of Council on that e- mail.
[15] Eight days after this and ten days after his original resignation, on March 14, 2012, Dr. Hogan sent an e-mail to Mr. Adams retracting his resignation from Council. Once again, Dr. Hogan copied all other members of Council. That e-mail read as follows:
Dear President David Adams:
By copy of this email, I am retracting my council resignation.
Your urging me to do so, plus the urging of soon-to-be President-Elect Annette Bergeron has convinced me that I was mistaken in submitting the resignation.
sincerely,
Michael Hogan, Councillor-at-Large
[16] On April 13, 2012, Council held a meeting. The issue of Dr. Hogan's resignation was put on the agenda of that meeting by Council member Bill Kossta. At the meeting, the meeting chair agreed to discuss the issue of Dr. Hogan's resignation in open session.
[17] Mr. Kossta brought a motion to accept Dr. Hogan's resignation. A motion was made to table this motion, which was defeated when it did not receive the required two-thirds vote.
[18] The Chair then ruled that the vote on whether to accept Dr. Hogan's resignation should be conducted by secret ballot with members signing their ballots. A recorded Council vote was held that upheld the chair's secret ballot ruling.
[19] The result of the vote to accept Dr. Hogan's resignation apparently passed with a vote of 11 for, ten against, one abstention and one spoiled ballot. According to the respondent, the spoiled ballot (because it was not signed) was also in favour of accepting Dr. Hogan's resignation. [page339]
[20] After the result was announced, a motion to destroy the ballots passed and the ballots were destroyed. The Applicants' Position on the Application
[21] The applicants submit that at law it was not open to Council to accept Dr. Hogan's resignation as it had been withdrawn. Furthermore, Council had no authority to remove a sitting member of Council.
[22] The applicants also argue that there was a discrepancy concerning the actual results of the vote to accept Dr. Hogan's resignation and that the procedure used in holding the vote was contrary to the rules of Council. Specifically, the rules do not provide for secret ballots, they do not provide that votes can be rejected for lack of signature on the ballot, and they prohibit the destruction of ballots immediately after a vote. The Respondent's Position on the Application
[23] PEO argues that at law Dr. Hogan's resignation was effective when it was delivered and he had no ability to withdraw his resignation unless Council consents to that withdrawal. As such, Council had the legal authority to accept his resignation, although their acceptance was not required in order for Dr. Hogan's resignation to be effective.
[24] PEO also submits that Council's decision to accept Dr. Hogan's resignation was an internal, operational matter, not a statutory decision subject to review.
[25] Alternatively, if the decision is one that is subject to statutory review, Council's decision was a reasonable one in the circumstances and should not be overturned. Any breach of the rules was inadvertent and consistent with past precedent. Further, the By-law provides that no action of the Council is invalid by reason of an inadvertent failure to adhere to its rules of order.
[26] Finally, PEO submits that this court should decline to exercise its discretion to grant a judicial review remedy in this case. First, the court should not be encouraging directors and Council members who lose a vote to come to court. Second, the court should not condone Dr. Hogan's rude and insulting behaviour. Third, the manner in which Mr. Adams chose to bring this proceeding, and particularly his request for interlocutory relief, should not be sanctioned. The Legal Effect of Dr. Hogan's Resignation
[27] The Act, the Regulation and the By-law are silent on the question of when a resignation becomes effective and if it has to [page340] be accepted before it is effective. They also do not speak to the issue of whether, when or how a resignation can be withdrawn.
[28] Section 3(11) of the Act contains the only reference to the resignation of a member of Council. It provides that, "A vacancy on the Council caused by the death, resignation, removal or incapacity of an elected member of the Council shall be filled as soon as practicable by a member of the Association." Section 3(10) stipulates that until that time, where "one or more vacancies occur in the membership of the Council, the members remaining in office constitute the Council so long as their number is not fewer than a quorum".
[29] Section 2(1) of the Act confirms the legal status of the PEO as a corporation without share capital.
[30] The parties agree that under s. 121(2) of Ontario's Business Corporations Act, R.S.O. 1990, c. B.16 (the "OBCA"), "A resignation of a director becomes effective at the time a written resignation is received by the corporation or at the time specified in the resignation, whichever is later." Thus, the most recent edition of Nathan's Company Meetings (formerly Wainberg's) provides (Hartley R. Nathan, Nathan's Company Meetings Including Rules of Order, 9th ed. (Toronto: CCH Canadian Limited, 2011), at 256):
2.03 Resignation
A director may resign from office upon giving notice thereof in writing to the Corporation and the resignation becomes effective at the time a written resignation is received by the Corporation or at the time specified in the resignation, whichever is later.
[31] Nathan's treatise also has a section on non-profit corporations, but when it comes to the resignation of directors from these corporations, it refers the reader back to the section on directors of share capital corporations (Hartley R. Nathan, Q.C., ed., Directors Manual, looseleaf (North York, Ont.: CCH Canadian Limited, 1994), at Â17-155).
[32] Halsbury's Laws of Canada, "Restrictions on Resignations" (Business Corporations, IX.4.(3)(f), HBC-181 (QL)) also states that a resignation is effective the later of the time it is received or when it is specified to be effective, and further states that
[o]nce a director has submitted his or her resignation, it cannot be withdrawn except with the agreement of the corporation.
[33] Carol Hansell in her text Directors and Officers in Canada: Law and Practice, looseleaf (Toronto: Carswell, 1999-), states, at p. 5-11 (citing Moore v. Polson, [1992] B.C.J. No. 1327 (S.C.)): "it was not open to a director to unilaterally revoke his letter of [page341] resignation even though the effective date of the resignation is in the future". Moreover, Hansell cites Glossop, infra, in stating, "a resignation need not be accepted by the corporation in order to be effective".
[34] The applicants argue that this law is not applicable to corporations without share capital such as PEO. PEO is not a business corporation and is not governed by the OBCA. Its governing legislation is the Corporations Act, R.S.O. 1990, c. C.38. The Corporations Act contains no equivalent to s. 121(2) of the OBCA, nor does it contain any provision dealing with when resignations of directors are effective. Similarly, Wainberg's, the rules applicable to corporations governed by the Corporations Act, contains nothing on the subject of resignations by the directors of those corporations.
[35] Both parties acknowledge that this situation will change when the new legislation that has been passed to deal with not- for-profit corporations is proclaimed. Under s. 25(2) of the Not-for-Profit Corporations Act, 2010, S.O. 2010, c. 15, "[a] resignation of a director becomes effective at the time the resignation is received by the corporation or at the time specified in the resignation, whichever is later".
[36] The applicants submit that this new legislation constitutes a change from the common law. As put by the applicant Adams in his factum, at para. 86:
- At common law, a resignation is not effective at the time it is provided. Rather, a resignation must be accepted before it is effective. A resignation can be withdrawn prior to the time at which it becomes effective, and it cannot be accepted after it is withdrawn. These principles have been reiterated and applied in a number of different contexts.
[37] The applicants then referred us to a number of different cases, some that deal with resignations in the employment context, two that concern resignations of public officials and one that spoke to a dispute involving a social club where resignations were a part of the dispute.
[38] With respect to the cases involving resignations in the employment context, I agree with the respondent that these cases are of little assistance when dealing with the situation before us. Employment relationships are contractual relationships where there are obligations assumed by each party. Just as an employee can sustain damage if he or she is dismissed without cause, an employer can suffer real damage if an employee resigns without notice. The situation is very different than that of a councillor elected to the PEO. If a councillor resigns, the Council can still function with the members it has. Furthermore, the law of resignations in the employment context has developed [page342] as a result of wrongful dismissal actions where the issue has been whether the employee was dismissed or resigned. Members of council have no remedy against the PEO for damages if they lose their office. Finally, the imbalance of power inherent in so many employer- employee relationships which to some extent underlies the development of the law in that area, is not present in the situation at bar.
[39] At common law, at least when it came to the resignations of directors from share capital corporations, the prevailing view in the cases was that the resignation of a director did not have to be accepted to be effective and could not be withdrawn without the consent of the corporation. This view is reflected in the following statement by Victor E. Mitchell in his text A Treatise on the Law Relating to Canadian Commercial Corporations With an Appendix Containing the Dominion and Provincial Companies Acts and the Winding-Up Acts (Montreal: Southam Press Ltd., 1916), where at 1022 he states:
The prevailing opinion appears to be that in the absence of any statutory or other provision to the contrary, a director may resign his office when he pleases.
[40] Mitchell then points out that the "question is not free from difficulty" as there is one case, Municipal Freehold Co. v. Pollington (1890), 63 L.T. 238, 59 L.J. Ch. 734, where the court decided that a director continued to be a director until he was released by the company. However, this case was discussed and rejected by the Ontario High Court of Justice in Trustee of Property of J.T. Richards & Co. v. Coulson, 1937 84 (ON SC), [1937] O.R. 456, [1937] O.J. No. 284 (H.C.J.), at para. 13:
In Municipal Freehold Land Co. v. Pollington (1890), 59 L.J. Ch. 734, it appears to have been held by Kekewich J. that, in the absence of the by-laws of a company providing otherwise, a director must be deemed to remain in office until released by the company, that is by the members in general meeting. The case does not appear to have been followed subsequently. Our Companies Acts do not appear to contemplate any such procedure, and I am inclined to agree with Mr. Wegenast in the Law of Canadian Companies, 1931, at p. 414, that "The balance of authority seems to be that the resignation of a director is valid without being accepted". Certainly it seems to me that that is a correct view to take where the matter involved is the imposition of a fresh liability arising after the resignation has been received. If the other view obtained, a resigning director would never know his position so far as the affairs of the company were concerned because his resignation might never be accepted. (Emphasis added)
[41] The case that is most often cited in support of the proposition that the resignation of a director does not have to be accepted to be effective and that it cannot be withdrawn or revoked [page343] without the consent of the other directors is Glossop v. Glossop, [1907] 2 Ch. 370 (Ch. D.).
[42] In Glossop, one of the managing directors of what was described as a "limited liability company" got into a dispute with another director and wrote a letter asking the company to "please accept my resignation as managing director of this company . . . ". A week later, before any meeting of the directors had been held, he wrote another letter to the company informing them that his resignation had been made under a misapprehension and that he "hereby absolutely withdraw the same". The next day, the remaining directors held a meeting and passed the following resolution:
Resolved that the letter of resignation dated May 16, 1907, from Mr. Alfred Bulay Glossop resigning his office as managing director having been read, it is declared that he has vacated his office.
[43] Mr. Glossop then sued, seeking a declaration that he still held the office of managing director and an injunction restraining the remaining directors from excluding him from his office. On a motion for interim relief, Neville J. found:
I have no doubt that a director is entitled to relinquish his office at any time he pleases by proper notice to the company, and his resignation depends upon his notice and is not dependent upon any acceptance by the company, because I do not think that they are in a position to refuse acceptance. Consequently, it appears that a director, once having given in the proper quarter notice of his resignation of his office, is not entitled to withdraw that notice, but, if it is withdrawn, it must be by the consent of the company properly exercised by their managers, who are the directors of the company.
[44] Thus, the rationale for finding that the resignation of a director does not have to be accepted to be effective seems to be twofold. First, to create certainty for the director as to when any liability he or she has might end; and second, because absent some special contractual arrangement or special provision in the articles of incorporation, the corporation is not in a position to refuse the director's resignation and force him or her to stay on. Similarly, if effective resignations could be delivered and then revoked at will by the director, this could create uncertainty and confusion for the corporation and its remaining directors.
[45] Is there a principled reason why the situation should be different for corporations without share capital? The applicants submit that the public nature of the duties held by the directors of these corporations demand a different approach, an approach that is reflected in the case law. In this regard, the applicants referred us to three cases: Howard v. Saint John (City) (1951), 1951 692 (NB SC), 28 M.P.R. 393 (N.B.S.C.); Walker v. Toronto (City) (1993), 1993 8507 (ON SC), 14 O.R. (3d) 91, [1993] O.J. No. 1237 (Gen. Div.); [page344] and Societa Caruso v. Tosolini, 2005 20808 (ON SC), [2005] O.J. No. 2364, 7 B.L.R. (4th) 222 (S.C.J.).
[46] At issue in Howard v. Saint John (City), supra, was the resignation of the mayor of the City of Saint John. The court decided that at common law there were certain people who, once they accepted certain offices, could not resign those offices without the consent of the body that had appointed or elected them. The list of "common law offices" to which this rule applied included "an overseer, sheriff, parish constable, church-warden, and member of Parliament" (para. 49.) The court in Howard accepted that the offices of mayor and aldermen were also "common law offices".
[47] The rationale for the rule regarding common law offices is cited at para. 34 of the decision:
As civil officers are appointed for the purpose of exercising the functions and carrying on the operations of government, and maintaining public order, a political organization would seem to be imperfect which should allow the depositaries of its power to throw off their responsibilities at their own pleasure. This certainly was not the doctrine of the common law. In England a person elected to a municipal office was obliged to accept it and perform its duties, and he subjected himself to a penalty by refusal. An office was regarded as a burden, which the appointee was bound, in the interest of the community and of good government, to bear. And from this it followed of course that, after an office was conferred and assumed, it could not be laid down without the consent of the appointing power. This was required in order that the public interests might suffer no inconvenience for the want of public servants to execute the law.
[48] The position of an elected director to Council is not a common law office to which the above rationale would apply. Historically, such directors were not recognized as holding "common law office" positions. There is no reason to extend the reasoning to the holders of such an office. While Council's mandate is to govern the engineering profession in the public interest, there is no danger to public order posed if an elected member of Council chooses to resign his or her position. The Act is clear that the remaining members of Council may continue to govern so long as there is a quorum.
[49] In Walker v. Toronto (City), supra, the court considered whether the applicants, members of Toronto City Council who had been appointed to the Toronto Harbour Commission, held their positions as commissioners at pleasure such that they could be removed from their positions as commissioners of the Harbour Commission at any time without cause. The court found that they held their positions at pleasure. In the course of the decision, the court touched on an issue that was not central to the decision, namely, the fact that before being appointed [page345] commissioners, the applicants had signed resignations that the mayor then held in case he wished to remove them. At para. 14, the court found that while these resignations were an acknowledgment by the applicants that they had no security of tenure, "These resignations have been withdrawn in the last month, and cannot be accepted now."
[50] The applicants argue that this statement is authority for the proposition they are advancing, namely, that Council had no right to accept Dr. Hogan's resignation since it had been withdrawn. I do not agree. First, the statement relied upon is obiter. Second, at the time the applicants in Walker signed their resignations they had no intention to resign. Dr. Hogan's resignation, on the other hand, was clear and unequivocal. He intended to resign and he intended to do so because to attend one more meeting of Council would, as he put it, make him "permanently insane".
[51] Societa Caruso, supra, concerned a non-profit social club without share capital. This case covers many issues, most of which have no relevance to the situation at bar. However, during the course of the case the court does refer to the action taken by the board to rescind one person's resignation from the executive. The court states that that decision "is not relevant, as Rossi had, by way of letter dated December 22, 2004, addressed to the President and the Board, withdrawn his earlier letter of resignation from the Executive. It appears that Rossi had tendered his resignation from the office of Vice-President only, and not a resignation from the Board of Directors itself" (para. 58).
[52] The resignation aspect of the case is not the focus of the court's reasoning. The facts of the case make it clear that the social club had a constitution that contained specific provisions concerning how a member could resign from the executive. Delivering a resignation letter was the first step, but not the only step before the resignation from the executive became effective. The president then had to certify "the given causes" and present the letter to the first meeting of the executive. Furthermore, a member of the executive was not entitled to relinquish his or her position until the board of directors had appointed his or her successor. The By-law that governs Council in this case contains no provisions that limit the ability of elected Council members to resign at will and to have their resignations be effective as of the date specified in the resignation.
[53] Thus, the cases put forward by the applicants do not stand for the proposition that they have advanced -- namely, that a resignation from a corporation without share capital must be accepted before it is effective. Nor is there any principled [page346] reason in this case (in contrast to the situation of the mayor of the City of Saint John) that members of Council, like the directors of other corporations, should not be able to effectively resign from Council without needing to have their resignations accepted. Finally, unlike in Societa Caruso, there was nothing in PEO's governing legislation or by- laws requiring that resignations be accepted before being effective.
[54] Given this, when Dr. Hogan unequivocally resigned from Council his resignation was effective at the latest as of the date of the next annual general meeting. Furthermore, having delivered such an unequivocal resignation, he could not withdraw it without the consent of Council. While Council may have had a practice of accepting resignations, there was no need for them to do so. Thus, whatever irregularities may have occurred with respect to the motion surrounding the acceptance of Dr. Hogan's resignation do not matter. Dr. Hogan had effectively resigned from Council and Council was and is entitled to act on that resignation. Conclusion
[55] On consent, there will be an order adding Michael Hogan as a party applicant to the proceeding.
[56] For the reasons given above, the application is dismissed. We have received written cost submissions from Mr. Adams and PEO. If Dr. Hogan wishes to make any submissions on the issue of costs, he may do so within 20 days of the release of these reasons.
Application dismissed.