Charity and Not-For-Profit Law - ODC

The appellant, a not-for-profit corporation, appealed an application judge's order setting terms for its upcoming annual general meeting and board elections following a disrupted meeting and internal governance dispute.

The appellant argued the terms regarding membership eligibility and election procedures were inconsistent with its by-laws.

The Divisional Court dismissed the appeal, finding the application judge had broad discretion under the Not-for-Profit Corporations Act to impose terms for fair elections and made no palpable and overriding error in her factual findings regarding membership.

The moving party, a not-for-profit corporation, sought an urgent stay of an application judge's order prescribing the process for determining membership and voting rights for an upcoming annual general meeting, pending an appeal.

The Divisional Court applied the three-part test for a stay pending appeal.

Finding that the appeal raised a serious issue, that there was potential for irreparable harm due to the history of disruption at previous meetings, and that the balance of convenience favoured a stay given the expedited appeal date, the court granted the stay.

The appellants appealed an order directing an election for a new common board of directors for two related not-for-profit corporations and ordering the delivery of keys to a shared property.

The Divisional Court dismissed the appeal, finding that the application judge had jurisdiction under the Corporations Act to order the election, did not breach procedural fairness, provided adequate reasons, and awarded reasonable costs.

The defendants/appellants moved for a stay of two requirements imposed by the trial judge pending their appeal: to develop a by-law amendment regarding new membership applications and to hold a special meeting to elect directors.

The trial judge had previously declared the admission of 23 new members and a subsequent meeting to appoint directors null and void due to bad faith.

The Divisional Court dismissed the motion for a stay, finding that the loss of the right to vote by the five appealing defendants at the next meeting would not result in irreparable harm, and the balance of convenience favoured holding the election sooner rather than later.

The defendants sought leave to appeal a decision dismissing their motion to appoint a monitor over the plaintiff charity's financial affairs, as well as the associated costs award.

The Divisional Court dismissed the motion for leave, finding no conflicting decisions under Rule 62.02(4)(a) and no good reason to doubt the correctness of the motion judge's decision under Rule 62.02(4)(b).

The court also found no error in principle in the motion judge's discretionary costs award.

The appellants appealed a Small Claims Court decision dismissing their claims for the return of funds advanced to the respondent Society.

The trial judge had found the funds were donations, not loans.

The Divisional Court allowed the appeal and ordered a new trial, finding the trial judge made multiple errors of law and fact, including failing to apply the law of spoliation regarding missing corporate records, improperly admitting late expert handwriting evidence without an adjournment, refusing to hold a voir dire for reply evidence, and failing to act as a gatekeeper for opinion evidence.

The applicants, former volunteer board members of a charity, were unsuccessful in their application to set aside an election.

The respondents sought substantial indemnity costs of nearly $100,000, including costs against the applicants' solicitor personally.

The court rejected the argument that the applicants' volunteer status immunized them from costs, but found the respondents' pre-litigation conduct warranted a reduction.

Costs were fixed on a partial indemnity scale at $30,000 plus disbursements, and the issue of the solicitor's personal liability was reserved.

The applicants, former board members of a hospice charity, sought judicial review and leave to appeal several rulings made by a court-appointed arbitrator regarding a disputed board election.

They also sought to set aside the election results based on alleged irregularities.

The court held that judicial review is not available for decisions of a private consensual arbitrator.

The court further found that the applicants were out of time to appeal most of the arbitral awards under the Arbitration Act, and regardless, the arbitrator made no errors of law.

Finally, the court declined to set aside the election results, finding that the alleged irregularities were minor and did not go to the heart of the electoral process.

The appellants appealed a decision dismissing their application under s. 297 of the Corporations Act regarding an election irregularity at a non-profit organization.

The Divisional Court upheld the motion judge's finding that the irregularity did not go to the heart of the electoral process or lead to a result contrary to the wishes of the majority.

The appeal was dismissed with costs awarded to the respondents.

The appellant appealed a decision by the Board of Directors of the respondent denying its reaccreditation as a member agency.

The Divisional Court determined the standard of review was correctness.

The court found that the respondent followed its own procedures fairly, and there was ample evidence to support the denial of reaccreditation due to the appellant's non-compliance with accreditation standards.

The appeal was dismissed with costs awarded to the respondent.