Clear bylaws and other internal governance documents are the strongest legal protection for charities and not-for-profits. The Ontario Superior Court of Justice in Gail Park Cottagers’ Association v. Wright, decided on July 18, 2025, reaffirmed that authority within a not-for-profit flows from its governing documents, not from corporate registry filings.
Gail Park Cottager’s Association (the “Association”), a not-for-profit organization and registered owner of Gail Park (the “Trailer Park”), brought an application to stop the alleged misconduct of the Respondent, Paul Frederick Wright, a former member of the association. The Association alleges that Wright unilaterally and without authority declared himself and other non-members as directors, engaged in conduct that disrupted the Association’s governance and operations, violated the Association’s bylaws, altered the Association’s Ontario Business Registry (“OBR”) filings, interfered with the quiet and peaceful enjoyment of other members, and refused to accept termination of his membership.
The Association sought an order to: (1) remove Wright from the Trailer Park, (2) rectify the association’s corporate records, (3) prevent Wright from making further changes, (4) regain control of the association’s bank accounts and funds, and (5) compensate the association for damages that Wright’s conduct caused. Wright argued that he was entitled to assume the management of the Trailer Park because the board failed to update its OBR filings.
Per the Association’s bylaws, every individual with a leasehold interest in a lot at the Trailer Park may be granted membership provided they remain in good standing. The board has authority to revoke membership of members who are found to be guilty of conduct that the board finds disgraceful towards other members. The court agreed that the evidence demonstrated that Wright’s conduct did interfere with the Association’s operations and governance, without authority to do so. As such, the court granted the order and, among other things, terminated Wright’s lease and membership, ordered him to remove his trailer from the Trailer Park and enjoined him from making any further changes to the Association’s OBR filings.
This case serves as a cautionary tale for not-for-profit corporations regarding the digital and administrative integrity of their corporate filings. Regulatory bodies in Ontario, or others like Corporations Canada or the CRA are increasingly relying on online portals or digital registries for corporate transparency. In this regard, ensuring that OBR information is both current and protected by secure access protocols is fundamental. This case shows the trouble that can be caused when someone hijacks the online profile of a not-for-profit corporation, such as in this instance the individual being able to take over the bank account and to change the legal name of the entity.
In this case, the Association’s ability to produce reliable corporate records was instrumental in evidencing the identity and authority of its directors. Had the corporation maintained disorganized records concerning its directors, officers, and members, the court may have been unable to verify this authority, potentially leading to the invalidation of corporate actions or a successful challenge by dissenting parties during a governance dispute. For any incorporated not-for-profit corporation, having clear records, whether digital or physical, remains the primary defense against internal instability and external legal challenges. As well, policies and procedures around who can and cannot access these online portals like the OBR become more important as mail or fax options increasingly disappear for charities and not-for-profits.