By Esther S.J. Oh and Urshita Grover

In the Ontario Superior Court of Justice Divisional Court’s decision in Provincial Women’s Softball Association v. Mississauga Majors Baseball Association, released on May 12, 2025, the Superior Court of Justice dismissed the Provincial Women’s Softball Association’s (“PWSA”) appeal and affirmed the earlier order compelling the PWSA to grant association membership to the Mississauga Majors Baseball Association (“Majors”).

As background, in the previous application that was summarized in our November 2024 Charity & NFP Update, the Majors, a not-for-profit corporation offering softball programs for women and girls, had applied for association membership in the PWSA twice, but the PWSA denied both of the membership applications. The Majors then brought an application to the court under section 191 of the Ontario Not-for-Profit Corporations Act, 2010 (“ONCA”), seeking a compliance order to ensure that the PWSA complies with the Act and the PWSA by-laws. The application judge ordered the PWSA to comply with its own by-laws and admit the Majors as a member in accordance with the requirements set out in the PWSA by-laws. The PWSA appealed this decision.

On appeal, the PWSA argued that the application judge erred by finding that the Majors met all the criteria for association membership in the PWSA by-laws. In this regard, the PWSA argued that “the source of that error is the application judge’s failure to read sub-articles 2.1(a) and (b) of the PWSA by-laws together”.

Article 2.1 of the PWSA by-laws sets out the two categories of members, which include (a) Association Membership and (b) Team Membership. In this regard, Article 2.1(a) states that “All PWSA affiliated organizations comprising of more than one Team Member […] will be Association members”. Article 2.1(b) mentions that “All PWSA affiliated female softball teams […] will be Team Members, who must be a member of an Affiliated Association.”

PWSA argued that an association must already have “more than one team member” in place at the time of the application for membership, and it “was not enough, as the application judge found, that they ‘put forward’ or ‘sought to field’ more than one team.” In this regard, PWSA argued that “those teams were not already team members and therefore did not meet the definition housed in article 2.1(b).”

After reviewing the evidence, the court first confirmed the standard of review as “palpable and overriding error” because the application judge was required to interpret the ONCA, the PWSA by-laws, and its operating rules, and to apply those interpretations to the facts. The court also explained that a deferential approach was warranted because not-for-profit corporations’ by-laws are “essentially contractual in nature” (even if the Majors were not members or parties to the contract when they applied for membership), thereby requiring the application judge to engage in an inquiry of mixed fact and law as governed by principles of contractual analysis.

The court then rejected the PWSA’s argument that the application judge’s interpretation of the PWSA by-laws was tainted by a palpable and overriding error because the PWSA’s position produced an unworkable “chicken-and-egg” problem. If an association must already have two or more team members before applying for membership, there must be a way for individuals to join as team members first. But due to lack of clarity in the PWSA by-laws, under the PWSA’s proposed interpretation, no organization applying for membership could satisfy those requirements.

The Majors argued that the PWSA by-laws clearly state that applicants who meet the listed conditions “will be Association members,” without providing any discretion to refuse membership where the criteria set out in the by-laws are satisfied.

The court found that the more reasonable interpretation is the one presented by the Majors, which rejects the PWSA’s unworkable interpretation above.

The court also agreed with the application judge that the PWSA, by applying operating rule 1.02 and acting on concerns about poaching players from neighbouring associations, had “acted outside the scope” of its own by-laws. Operating rules cannot override or add to the by-laws’ conditions for membership. As a side note, the ONCA subsection 48(1), requires that the conditions of membership must be set out in the by-laws.

The court also noted that the Majors were not told that their applications for membership had failed because they did not have more than one team, as this assertion was made for the first time before the application judge. The court found no palpable and overriding error in the application judge’s earlier decision, dismissed the appeal, and awarded the Majors $17,000 (all-inclusive) in costs.

This decision affirms that the conditions to qualify to be admitted as a member must be set out in the by-law for a not-for-profit corporation in accordance with subsection 48(1) of the ONCA. In addition, not-for-profit corporations must comply with the requirements set out in their by-laws when admitting members. Rules or policies that are separate from the by-laws will not override the requirements set out in the by-laws.

​Read the September 2025 Charity & NFP Law Update