December 2017 Archives

Ontario Court Upholds Closed Membership Structure as Corporate Best Practice

In Ottawa Humane Society v. Ontario Society for the Prevention of Cruelty to Animals (decided September 2017), Justice Beaudoin of the Ontario Superior Court of Justice upheld the conversion of an prominent Ontario charitable corporation into a closed membership corporation, in which the directors were the only voting members. The court found that the adoption of a closed membership was a corporate best practice and fell within the proper exercise of the board's business judgment.

Lack of Standing Found when Personal Action brought by Corporation

In Polish National Catholic Church of Canada v. Polish National Catholic Church (decided 2014), Justice Archibald of the Ontario Superior Court of Justice held that a corporate applicant had no standing to assert the private rights of two members of the Catholic Church and that the claim should be struck as disclosing no reasonable cause of action.

Freedom of Association for Members of a Voluntary Association

In Conacher v. Rosedale Golf Assn. (decided 2002), Justice Chapnik of the Ontario Superior Court of Justice held that the members of a corporation without share capital (a golf club) had no standing to sue the club over its refusal to admit their son as a member. Their claim was found to have no basis in law and was held to be frivolous and vexatious.

End in Sight for ONCA

The Ministry of Government and Consumer Services has announced a target date for implementation of the long-delayed Not-for-Profit Corporations Act, 2010 (ONCA). 

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