Court Upholds Members’ Right to Requisition a Meeting

On May 5, 2015, a decision was released from the Ontario Superior Court of Justice in the matter of
Saskatchewan WTF Taekwondo et al v Taekwondo Canada. The applicants, being the various provincial
bodies of Taekwondo Canada making up its membership, sought a court order calling a meeting of
members under section 168 of the Canada Not-for-profit Corporations Act (“CNCA”).
The members had requisitioned a meeting on February 15, 2015, to be called for the reinstatement of
suspended members and the removal of several of the board of directors. The directors did not call a
meeting on the basis of paragraph 167(3)(c) of the CNCA, which provides that directors need not call a
meeting where it, “clearly appears that the primary purpose of the proposal is to enforce a personal claim
or redress a personal grievance…” As a result, the members attempted to call a meeting on their own
when the directors refused to do so, but required the membership list, which the board did not provide.
The Court was satisfied upon a review of the facts that there was “no basis for characterizing the
motives of the members who requisitioned the meeting as being in the nature of a personal grievance.”
The Court emphasized that use of the word “clearly” in paragraph 166(6)(b) of the CNCA meant that
“only requisitions which are clearly personal grievances are to be rejected.” In addition, the Court also
noted that “the right to call a special meeting is a substantive one and is not lightly to be interfered
with.” In this regard, the board had also sought an exemption from the Director under the CNCA from
the requirement to provide the membership list. However, the Court stated that such requests cannot act
as an injunction to prevent calling a meeting or complying with the CNCA. Moreover, the court did not find the fact that an annual meeting would be forthcoming was a reason for not calling the requisitioned
meeting, particularly when the annual meeting was a year away and no notice had been provided.
As the CNCA remains relatively new legislation, it can be assumed that membership rights will continue
to be enforced through the courts, and specifically the courts will be asked how the various provisions of
the CNCA are to be interpreted in the not-for-profit context. It is important to note that the court looked
to case law concerning similar provisions of the Canada Business Corporations Act, on which a
substantive portion of the CNCA is based. This trend is likely to continue as the CNCA continues to be
interpreted through litigation.