CITATION: Singh v. Sandhu and The Sikh Spiritual Centre Toronto, 2013 ONSC 6479
DIVISIONAL COURT FILE NO.: 292/13
DATE: 20131016
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
MAJOR SINGH, NATHA SINGH BHULLAR, JUJHAR SINGH DHILLON, TARLOCHAN SINGH MANJ, JAIDEEP SINGH SIDHU, KULDIP SINGH, RANJIT SINGH, HARPINDER SINGH TOOR, RANJIT SINGH CHAHAL, AMRITPAL SINGH DHAMI, MAGHAR SINGH NATT, SUKHDEV SINGH RANDHAWA, MALKIT SINGH and NARINDER SINGH
Plaintiffs
(Respondents in Appeal)
– and –
SUKHWINDER SINGH SANDHU, GIAN SINGH KANG, PARMINDER SINGH LAKHI, RAJINDER SINGH SAHOTA, KULTAR SINGH SODHI, SADHU SINGH BRAR, CHARANJIT SINGH NIJJAR, AVTAR SINGH THANDI, KHARAK SINGH HAYRE, PHULVINDER SINGH, IQBALJIT SINGH MANN, HARVINDER SINGH RAKKAR, BALJINDER SINGH, KARANJOT SINGH CHAUHAN, GURMAIL SINGH DHILLON, JUGTAR SINGH KAINTH, KULVIR SINGH MANDAIR, DALJIT SINGH DHAMI, LAKVIR SINGH RAI, KUNDAN SINGH NAHAL, JODH SINGH, BALJINDER SINGH WANDER, ARSHDEEP SINGH KHAIRA, GURBACHAN SINGH BHANGOO, BAKHSHIS SINGH KANG, PRABHJOT SINGH SEKHON, CHARAN KAMAL ATVAL, CHARANJIT SINGH, SATPAL SINGH, GURPREET SINGH MANGAT and THE SIKH SPIRITUAL CENTRE TORONTO
Defendants
(Appellants in Appeal)
L. J. O’Connor, for the Respondents
David Shiller, for the Appellants
HEARD at Toronto: October 16, 2013
PARDU J. (ORALLY)
[1] The defendants/appellants move for a stay of two requirements (reduced from claims in the Notice of Motion) imposed by D. M. Brown J. following trial. Firstly, in para. 122(iv) of the Reasons for Judgment:
Within 90 days of the date of this order the board of directors must develop an amendment to the By-Law, for consideration by the members at the special meeting, which details the process the directors are to follow when considering applications for new membership. The amendment must address the following matters: (i) the circulation to all directors, in advance of the board meeting, of the applications for new membership, including details describing how the applicant “has worked as a volunteer or associated with the” Centre over the preceding two years; and (ii) the discussions and consideration by the board of each individual application on its merits.
[2] Secondly, the requirement to hold a special meeting of members to elect directors at para. 123 of the Reasons:
Once the Centre and monitor report to me that all four conditions have been satisfied, I will then direct the holding of a special meeting of members within 60 days. The preparation for and holding of such a meeting shall be supervised and chaired by an independent person, experienced in organizing and chairing corporate meetings, who is acceptable to 17 (80%) of the current directors and approved by this Court. In the absence of such agreement by the board, I shall appoint the chairperson. The chairperson shall arrange for a further independent person to take the minutes of the meeting. The business for that meeting shall be three-fold: (i) to receive the reports of the auditor prepared pursuant to section 96(2) of the Act; (ii) to elect directors to replace those whose terms have expired; and (iii) to consider the amendment to the By-Law developed in accordance with paragraph 122(iv) of these Reasons. I have not included as an agenda item the consideration of the By-Law amendments discussed at the June 24, 2012 AGM.
[3] D. M. Brown J. concluded that a director’s meeting held July 24, 2012, in which 23 new members were admitted, was conducted in bad faith and declared that the admission of these 23 new members was null and void.
[4] It followed that a meeting held to appoint directors on August 5, 2012, at which these 23 members were eligible to vote, also was null and void for the lack of a quorum.
[5] The moving party argues that if it must proceed to hold a special meeting to elect directors, while its appeal from the judgment is outstanding, that 23 members would be deprived of the right to vote at that meeting and that it should not be compelled to draft the By-Law regarding membership until the appeal process is exhausted.
[6] The respondent submits that only 5 of the 23 members have participated in the appeal. Prior to the events of July 24, 2012, the membership of the defendant Sikh Spiritual Centre amounted to 64 members.
[7] The respondent submits that loss of the ability to vote for a director, where there are staggered terms of one, two and three years does not amount to irreparable harm and that any director disqualified by the judgment of D. M. Brown J., may run again if otherwise qualified.
[8] The respondent alleges that the moving party is responsible for payments out of the usual course of business to persons friendly to it in the sum of $21,000. The moving party argues that these payments were made in good faith in the ordinary course of business as repayment of loan. It is not possible to resolve this controversy on the record before me.
[9] The respondent also argues that the board made fundamental changes to the structure of the board of directors in membership roster in violation of the order of D. M. Brown J. but that By-Law is not before me and I make no finding in that regard.
[10] I assume for the purposes of this motion that the plaintiff’s appeal is neither frivolous nor vexatious. The matter turned when whether irreparable harm would result if the stay is not granted and whether the balance of convenience favours a stay. I am not so persuaded. The balance of convenience favours election of directors sooner rather than later so that the normal business of the Temple can resume based on a vote by the majority of members.
[11] I am not persuaded that loss of the right to vote at the next meeting by the 5 defendants who have appealed will result in irreparable harm. Motion dismissed.
COSTS
[12] I have endorsed the Motion Record, “Motion dismissed for reasons delivered orally. Costs should follow the result. Moving party to pay costs to respondents on motion in agreed sum of $14,000 within 30 days.”
PARDU J.
Date of Reasons for Judgment: October 16, 2013
Date of Release: October 30, 2013
CITATION: Singh v. Sandhu and The Sikh Spiritual Centre Toronto, 2013 ONSC 6479
DIVISIONAL COURT FILE NO.: 292/13
DATE: 20131016
ONTARIO
SUPERIOR COURT OF JUSTICE
DIVISIONAL COURT
BETWEEN:
MAJOR SINGH, NATHA SINGH BHULLAR, JUJHAR SINGH DHILLON, TARLOCHAN SINGH MANJ, JAIDEEP SINGH SIDHU, KULDIP SINGH, RANJIT SINGH, HARPINDER SINGH TOOR, RANJIT SINGH CHAHAL, AMRITPAL SINGH DHAMI, MAGHAR SINGH NATT, SUKHDEV SINGH RANDHAWA, MALKIT SINGH and NARINDER SINGH
Plaintiffs
(Respondents in Appeal)
– and –
SUKHWINDER SINGH SANDHU, GIAN SINGH KANG, PARMINDER SINGH LAKHI, RAJINDER SINGH SAHOTA, KULTAR SINGH SODHI, SADHU SINGH BRAR, CHARANJIT SINGH NIJJAR, AVTAR SINGH THANDI, KHARAK SINGH HAYRE, PHULVINDER SINGH, IQBALJIT SINGH MANN, HARVINDER SINGH RAKKAR, BALJINDER SINGH, KARANJOT SINGH CHAUHAN, GURMAIL SINGH DHILLON, JUGTAR SINGH KAINTH, KULVIR SINGH MANDAIR, DALJIT SINGH DHAMI, LAKVIR SINGH RAI, KUNDAN SINGH NAHAL, JODH SINGH, BALJINDER SINGH WANDER, ARSHDEEP SINGH KHAIRA, GURBACHAN SINGH BHANGOO, BAKHSHIS SINGH KANG, PRABHJOT SINGH SEKHON, CHARAN KAMAL ATVAL, CHARANJIT SINGH, SATPAL SINGH, GURPREET SINGH MANGAT and THE SIKH SPIRITUAL CENTRE TORONTO
Defendants
(Appellants in Appeal)
ORAL REASONS FOR JUDGMENT
PARDU J.
Date of Reasons for Judgment: October 16, 2013
Date of Release: October 30, 2013