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.

1. Facts

Lionel and Judi Conacher were long-time members of the Rosedale Golf Club. Their adult son, also Lionel, applied for membership in the club but did not receive the necessary membership support.

His parents brought an application against the club, claiming that the club and its chair had breached their duties to deal with their son's membership application fairly, honestly and in the best interests of all of the club members.

The by-laws of the club set out an elaborate process for the admission of new members, which may be summarized as follows:

● Each application had to have a proposer and seconder who was a senior, master or honorary life member.

● The membership sub-committee must recommend to the board application for approval for circulation. At least 80% of the committee members must approve the recommendation.

● At least 80% of the directors must approve the circulation of the candidate's name to the general membership.

● The names of applicants who have received preliminary approval for circulation are sent to all members (except junior and honorary members) with a request for comments on the appropriateness of such applicants as members.

● Members are excluded from any role in proposing relatives for admission as members.

The process was followed in the case of Lionel Junior's application. However, his application generated negative comments from more than one member.

2. Rulings

Justice Chapnik of the Ontario Superior Court of Justice set out the following general legal propositions:

● The by-laws of a not-for-profit or voluntary association (such as the club) constitute contractual obligations as between the members and the association.

● Membership in a club may give members valuable proprietary and social rights, including that the club's affairs be conducted honestly and bona fide in accordance with the rules.

● Courts may intervene in a dispute where the property or civil rights of members are at issue and natural justice has not been followed.

● At the same time, the law refuses to interfere in purely voluntary social relationships.

● Generally, people have a right to associate or not associate with whom they choose, and the courts do not regulate such aspects of social intercourse.

● At common law, no person has a right to become a member of an association.

Against that factual and legal background, Justice Chapnik specifically held as follows:

● This was not a case where a member was arbitrarily expelled from the club.

● Nothing in the club's by-laws confers upon members any legally enforceable contractual rights with respect to the applications of relatives.

● No reasons for approval or rejection of a member's application were required.

● The true nature of the parents' claim is not rooted in law, and it is not a claim that courts ought to consider.

Finding that the claim disclosed no reasonable cause of action and was both frivolous and vexatious, the court dismissed the claim without the need for a trial.

3. Key Observations

Conacher includes several important statements of legal principle. The most important of these is that third persons have no right to be admitted as members of a voluntary association. Admission to membership is a matter of applying the by-laws and rules of the association to each application. Existing members cannot bring proceedings to compel the association to admit third parties or to claim damages for the association's failure to admit any third parties as members. Freedom of association in a voluntary association means that people can associate with whom they wish and not associate with those they do not wish to associate with. It is not for the courts to regulate these forms of social intercourse.

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