CITATION: Atwood v. National Police Federation, 2026 ONSC 2693
COURT FILE NO.: CV-26-103356
DATE: 2026-05-05
ONTARIO SUPERIOR COURT OF JUSTICE
RE: Damon Atwood, Applicant
AND:
National Police Federation, Respondent
BEFORE: C. MacLeod RSJ
APPEARANCES:
Damon Atwood, Applicant, self represented
Todd J. Burke & Thomas Yates, for the Respondent
HEARD: April 10, 2026 – by videoconference
DECISION AND REASONS
[1] The Applicant seeks a finding by the court that the Respondent has conducted its affairs in an oppressive manner pursuant to s. 253 of the Canada Not-For-Profit Corporations Act[^1]. He seeks an order setting aside a decision of the Board of Directors ruling him ineligible to stand for election to the Board as one of the Ontario directors and placing his name on the ballot.
[2] There is urgency to this matter because the election of all other directors has been completed other than the election for the position the Applicant wishes to contest. That portion of the election has been delayed pending this court decision. It will cause significant issues if the election cannot be completed prior to the Annual Meeting. Certainty is urgently required.
[3] I reserved briefly in order to give written reasons. As set out below, I decline to make the requested finding or to intervene in the internal affairs of the Federation in the manner requested by the Applicant. The Application is dismissed.
Background
[4] The Applicant is a Corporal with the RCMP on unpaid leave from his position with K Division in Alberta. He has been on leave since 2022 for the purpose of pursuing a law degree. He successfully graduated with his J.D. from the University of Alberta in 2025 and subsequently has been articling in Ottawa.
[5] The Respondent is the certified bargaining agent for all members of the RCMP below the rank of Inspector and is incorporated under the Act.[^2] The Act includes jurisdiction for court intervention in the affairs of a not-for-profit corporation (formerly known as corporations without share capital) under certain circumstances.
[6] In particular under this legislation, court intervention is statutorily permitted where, “on the application of a complainant”, the court is “satisfied that, in respect of a corporation or any of its affiliates” an act or omission of the corporation, the conduct of its activities, or the exercise of powers by directors or officers “is oppressive or unfairly prejudicial to or unfairly disregards the interests of any shareholder, creditor, director, officer or member”. This is similar but not identical to the oppression remedies available under the legislation governing business corporations.[^3]
[7] Despite being on leave from the RCMP, the Applicant remains a member of the NPF in good standing and is eligible to stand for office. In fact, he has been elected as a Delegate member for the “Prairie Region” in each of the last four years and has participated in the Annual General Meeting. On one occasion, his entitlement to be a delegate was challenged and would have been the subject of an oppression application in the Court of King’s Bench in Alberta, but that dispute was resolved in his favour, and he was elected and able to participate.
[8] In 2024, the Respondent’s wife, who is also a member of the RCMP (and of the NPF) was transferred to Ottawa and since then the Applicant, his wife and his child have lived in Ottawa although he had to travel frequently to Alberta to finish his law degree. As noted above, he articled in Ottawa and expects to be called to the bar in Ontario.
[9] The Applicant has applied for positions with the National Headquarters of the RCMP in Ottawa as it is his intention to return to active service upon his call to the bar. He is on a priority list because his spouse has been transferred to Ottawa but as of the date of this Application, he has not been given a position or transferred. He remains on record with the RCMP as attached to K Division in Alberta.
[10] The by-laws of the Respondent call for a Board of Directors elected by region. There are three regions, “Atlantic-Central”, “Prairie” and “Pacific North”. As discussed, the Applicant has been a delegate for the Prairie region throughout his period of leave. The by-laws provide that with respect to the “Atlantic-Central” region, there must be two directors from Ontario, “at least one of which shall be from the Royal Canadian Mounted Police National Headquarters or National Divisions”. This is the position for which the Applicant wishes to stand for election. He believed he was eligible because he now lives in Ottawa and although on leave, he expects to return to duty at National Headquarters. He does not yet have a position and has not been transferred from K Division, but he is on a priority list and is under active consideration for at least two positions.
[11] The NPF has established a Nominations and Election Committee (“NEC”) which consists of two non directors selected by the Delegates and one member of the Board who is not up for re-election. Unlike a nominating committee, it is not the role of the NEC to nominate directors but rather to ensure the election process for Delegates and for the Board of Directors is properly resourced and properly run. It does have a screening function with regard to nominees for the Board. The terms of reference provide that the NEC shall ensure that all “nominators” are members in good standing. It is also to ensure that “candidates for election meet the qualifications for the position being sought and have fulfilled any additional requirements set out in elections policy”. In the case of the Board, the by-laws provide that the election is to be run by the NEC and completed at least 30 days prior to the AGM. There can be no nominations from the floor.
[12] In this case, the NEC approved the candidacy of the Applicant by a vote of 2:1 with the Board representative being the dissenting vote. In his view, supported by legal counsel for the NPF, the Applicant was not eligible for the seat on the board because he was not “from the National Headquarters”.[^4] It was the view of the dissenting member that the other members had misinterpreted the by-law and the approval of the Applicant to run as a director from Ontario was improper.
[13] What happened immediately afterwards was that the Board overruled the NEC and declared the Applicant ineligible. The Board of Directors took this step in the purported exercise of its authority and duty to “constitute and oversee” the NEC and to “govern the affairs of the corporation”, “take any measures to control and manage the corporation’s business”, to exercise its duties under the Act and to “ensure compliance with the by-laws”.
[14] As discussed above, the Applicant then brought this Application and the election of directors took place for all Directors other than the one position “from the National Headquarters”. I am advised there are two other candidates for this position and there is still time to complete the election at least 30 days before the AGM. The question is whether the court should overrule the Board and declare that the Applicant should be allowed to stand for election. It should be noted that there was a deadline for submitting nominations and it would be too late to run as a director from the Prairie region.
[15] As a Delegate, the Applicant was an activist member. In particular he was critical of the Board for creating a supplementary pension plan for Board members and for otherwise awarding what he regarded as unjustified and unauthorized expenses and allowances for directors and officers. In 2025 he successfully sponsored a member’s resolution entitled “A Proposal to Limit Compensation for Elected Officers and Directors” calling for greater transparency, censoring the Board and amending the by-laws.
[16] He has also called for the dismissal of the CEO. In November of last year, he brought an Application before this court seeking leave for a “derivative action” and, if granted, to pursue the members of the Board on behalf of the NPF for reimbursement of what he regards as unauthorized expenses and allowances. (Court File CV-25-102021 commenced November 10, 2025)
[17] It is the Applicant’s thesis, that the Board overruled the NEC in bad faith, motivated by malice and in a manner that was inconsistent with past practice. He argues that the CEO and the directors named in his application for the derivative action were also in conflict and ought to have recused themselves.
Analysis & Decision
[18] As discussed above, the court has a narrow jurisdiction to intervene in the internal affairs of voluntary associations, particularly unions. Because the Respondent is incorporated, the Applicant can invoke the jurisdiction of the court if he can demonstrate that he has been treated in a manner that is sufficiently inequitable to constitute oppression.
[19] The availability of oppression remedies for not-for-profit corporations in Canada is relatively new but the language of the statute generally mirrors provisions in the CBCA.[^5] Even in the business context, where the court would be less reluctant to intervene, the oppression remedy remains an extraordinary remedy. The action must be unfair, unreasonable and contrary to the reasonable expectations of the parties.
[20] I agree with the Respondent that the decision of the Board is correct in law as it is in accordance with the by-laws. Because the Applicant does not currently have a position at RCMP headquarters and remains on leave, he would have been entitled to run for one of the positions in the Prairie Division but he cannot qualify as a director representing “National Headquarters”. He is on a priority list but at the relevant time has not been offered a position.
[21] The past practice he refers to was significantly different. In that case, the individual had been given a position and had officially been notified of a transfer but the transfer had not yet taken effect. The individual was allowed to continue to stand for a position in the old location because he had not yet moved. Subsequently, when he had purchased property at the new location, he was allowed to stand for a position in the new location. The transfer was not formally in effect but it had been approved. In this case, the Applicant has the hope or even the expectation that he will be given a post at National Headquarters but no such position has yet been offered and he remains attached to K Division in Alberta.
[22] What is unusual in this situation is the decision of the Board to overrule the NEC. As the Respondent argues, the Board has the duty and obligation to oversee the committee and to enforce the by-laws. I am of the view that the decision of the nominating committee was clearly wrong and the decision of the Board to overrule the decision (which the Board viewed as contrary to the by-laws) was reasonable. The NEC is responsible for conducting elections and it serves a screening role in ensuring nominees are qualified. Nothing in the mandate of the NEC allows it to amend the by-laws or to waive compliance.
[23] The evidence does not support a finding that the Board acted out of malice or used a technicality to disqualify a qualified applicant. It is the obligation of the Board to act in the best interests of the corporation and not in the interests of an individual member who wishes to stand for election.[^6] The Applicant would have to prove that he had reasonable expectation of a decision in his favour and also must demonstrate that his expectation was violated by conduct that demonstrates “oppression”, “unfair prejudice” or “unfair disregard” of a relevant interest.[^7] That is not the case here.
[24] I find that the evidence does not support such a finding. The Applicant has no reasonable expectation that the corporation would approve a candidacy which violated the by-laws. When the NEC approved his nomination on a split vote, it is not surprizing that the decision would be reviewed by the Board. The Applicant was not treated unfairly when the Board enforced the by-law and overruled the decision of the NEC.
[25] This is not a case of oppression. If the corporation wishes to change its by-laws to provide that someone who has applied for a transfer but has not been granted such a transfer is nevertheless eligible to stand for election where he or she now resides, it is open to it to do so. Under the current wording of the by-laws, the Respondent was not attached to National Headquarters and could not stand for that director’s position.
Conclusion
[26] In conclusion, the Application is dismissed. The Respondent is liable for costs, but this is not a case where substantial indemnity costs are appropriate. The Applicant did not bring this application in bad faith as he believed that the NEC had approved him and the Board had no right to interfere. I have found that he was wrong, but the legal proceeding was neither frivolous nor vexatious in nature.
[27] I appreciate that the Respondent may have incurred legal fees of almost $100,000 in responding to this Application. Nevertheless, on a partial indemnity scale, based on what a losing party might reasonably anticipate having to pay, I consider that awarding costs based on that amount would be harsh and punitive. I fix the costs at $30,000 on a partial indemnity scale.
[28] In summary, the Application is dismissed with costs fixed at $30,000.00
Justice C. MacLeod
Date: May 5, 2026
[^1]: S.C. 2009, c. 23, proclaimed in force October 17, 2011 (“the Act” or “the governing legislation”)
[^2]: The Federation was created following the Supreme Court ruling in Mounted Police Association of Ontario v. Canada (Attorney General), 2015 SCC 1 declaring the prohibition on unionizing to be unconstitutional. It was certified as the bargaining agent in 2019. See National Police Federation v. Treasury Board 2019 FPSLREB 74. The case currently before the court concerns the operation of the Federation as a corporation governed by the Act and does not concern its role as a bargaining agent as such.
[^3]: At the federal level, see s. 241 of the Canada Business Corporations Act, RSC 1985, c. C-44, as amended
[^4]: The RCMP no longer has a “National Division”.
[^5]: See Carr v. O’Reilly, 2024 ONSC 4412
[^6]: BCE Inc. v. 1976 Debentureholders, 2008 SCC 69, [2008] 3 SCR 560
[^7]: Watto v. Immigration Consultants of Canada Regulatory Council, 2019 ONSC 701