SUPERIOR COURT OF JUSTICE – ONTARIO

COMMERCIAL LIST

RE: Ontario Korean Businessmen’s Association, Cheol Joong Kang, Yang-Pyung Kim and Hi Chul Ko, Applicants

AND:

Seung Jin Oh, Hyung Byung Kwon, Jong Hwa Lee, Yang Kon Kim, Gu Yeob Lee, Dong Hun Lee, Seung Yeol Baek, Sang Heum Yeon, Gun Sik Lee, Woo Sik Kim, Doo Seung Lee, Yong Sang Cho, Tae Kyu Choi, Moon Taek Lim and Bum Hee Choi, Respondents

BEFORE: D. M. Brown J.

COUNSEL: C. Ho, for the Monitor, Morgan & Partners Inc.

HEARD: February 22, 2012 on an ex parte basis.

REASONS FOR DECISION

I. Further directions for court-ordered elections of a not-for-profit corporation

[ 1 ] The Monitor, Morgan & Partners Inc., has filed, on an ex parte basis, a Third Report dated February 16, 2012. In its report the Monitor attached the proposed Supervisors Rules for Election of Directions and Officers at Special Members’ Meeting (the “Rules”). Neither the Monitor nor the Supervisors sought approval for those Rules. None is required given my previous orders.

[ 2 ] However, the Monitor reports that the Supervisors have determined that in order to accommodate the various notice, registration and campaigning time periods set out in the Rules, the date for the special members’ meeting needs to be set for April 12, 2012, which is beyond the March 31, 2012 deadline for the elections stipulated in my January Reasons. The Monitor seeks an order extending the time for the holding of the elections until April 12, 2012, as well as an extension of the scope of its mandate so that it can perform certain election-related tasks requested by the Supervisors, as described in the Rules.

[ 3 ] The Monitor did not give notice of this motion, or the proposed Rules, stating that the Supervisors would like to keep confidential the Rules until finalized and released to the members later this week.

[ 4 ] In the circumstances of this case I am prepared to grant the order requested on an ex parte basis. First, the extension of the election date sought by the Supervisors is necessary in order to provide reasonable periods of time for candidates to register, for some to campaign, and for notice to be given to members. Given the recent history of conflict in the OKBA, the last thing the organization needs is a hurried or compressed election schedule. Second, I think the Supervisors’ request to keep the Rules confidential until published to all members later this week is a reasonable one. For purposes of the election all regular members stand on the same footing; none should be given preferential disclosure of the Rules, which some could perceive to be the result if notice of a motion to extend was given only to the parties to this litigation. Moreover, paragraph 52(vi) of my November Reasons contained a come-back clause which any person affected by this order may exercise if he or she considers themselves prejudiced.

[ 5 ] For these reasons, I further vary paragraph 52(iv) of my November Reasons, as amended by the January Reasons, to provide that the elections shall take place on or before April 30, 2012. Although the Supervisors’ current plan is to hold the special meeting on April 12, I have given them a bit of flexibility on time in the event some unforeseen event arises. I also order that, pursuant to paragraph 2(e) of Schedule “A” to my November Reasons, the Monitor shall provide the Supervisors with the assistance they request as described in the Rules.

_______ (original signed by) _____________

D. M. Brown J.

Date : February 22, 2012