COURT FILE NO.: 885/13
DATE: 2013-03-04
ONTARIO
SUPERIOR COURT OF JUSTICE
BETWEEN:
JAGANNATH PAL and DOLLY BHADRA
Applicants
– and –
DIPTENDU CHATTERJEE, SAMIRENDRA K. DEY, SAMIR BANERJEE, TRIDIB GHOSH, SWAPNA BANERJEE and JAYANKAR SEN
Respondents
Suvendu Goswami, Counsel for the Applicants
Ian K. Latimer, Counsel for the Respondents
HEARD: February 25, 2013
REASONS FOR JUDGMENT
GRAY J.
[1] The applicants and the respondents are trustees of a religious organization incorporated under the Canada Corporations Act. The applicants allege that the respondents are orchestrating their expulsion as members of the Corporation, when their real objective is to have them removed as trustees. They bring application for an order declaring the actions of the respondents to be unlawful, and for an order requiring the respondents to not hold meetings at which their membership, or their expulsion from membership, will be considered.
[2] For the reasons that follow, the application is granted.
Background
[3] Toronto Kalibari is a corporation without share capital, incorporated under the Canada Corporations Act on June 19, 1985. It has 378 members. Its objects are as follows:
To acquire, establish, construct, operate, maintain and equip a Hindu Temple for the worship of Hindu deities with Goddess Kali as its presiding deity.
To promote the religious and spiritual well-being of the Hindu Community and to preserve the tradition of Bengal.
To acquire, establish, construct, operate, maintain and equip a Religious Centre as part of the KALIBARI with a view to promoting Educational, Social and Cultural activities of the said Community.
To promote harmony, friendship and co-operation among the communities and to create mutual understanding between different faiths.
To receive and maintain a fund or funds and to apply from time to time all or part thereof and/or the income therefrom for the attainment of and carrying out of the objects aforesaid.
To do all such things as are incidental or conducive to the attainment of the above objectives and in particular, to acquire and to hold, by purchase, lease, contract, donation, legacy, gift, grant, bequest or otherwise, any kind of real or personal property; and to enter into and carry out agreements, contracts and undertakings incidental thereof.
[4] There is a board of trustees of Toronto Kalibari, consisting of nine trustees. They have staggered terms of office. The current trustees are:
Name
Position
Term
Mr. Samirendra Dey
Chairman
June 2008 to May 2014
Mr. Mrinal Dutta Ray
Vice-Chairman
June 2008 to May 2014
Dr. Diptendu Chatterjee
Secretary
June 2012 to May 2018
Mr. Samir Banerjee
Asst. Secretary
June 2010 to May 2016
Mr. Tridib Ghosh
Treasurer
June 2012 to May 2018
Mrs. Swapna Banerjee
Assist. Treasurer
June 2010 to May 2014
Mrs. Dolly Bhadra
Trustee
June 2010 to May 2016
Mr. Jagannath Pal
Trustee
June 2010 to May 2016
Mr. Jayankar Sen
Trustee
June 2012 to May 2018
[5] The current bylaws of the Corporation were approved by the members of the Corporation on April 25, 2011, and were approved by Industry Canada on July 25, 2011. I will have more to say about the bylaws in a moment.
[6] On October 10, 2012, a member of the Corporation, Ms. Rita Chakrabarti, who is not a trustee, was instrumental in creating and circulating a petition, in which it was alleged that a number of improprieties had occurred over the past few years, and demanded that a special general meeting be called to deal with them. Fifty-two members signed the petition, including the applicants. For the purpose of this application, it is unnecessary to discuss the particulars of the allegations. Some of them have been the subject of correspondence with the Public Guardian and Trustee. Once again, for the purpose of this application it is unnecessary to discuss that correspondence.
[7] Of the nine trustees, three think there is enough merit in the allegations that they should be investigated, and are concerned enough about them that they think the Board of Trustees should get to the bottom of them. Those trustees who are concerned are the applicants, Jagannath Pal and Dolly Bhadra, as well as the vice-chair of the Board