In an application brought by members of Taekwondo Canada, the judge ordered the corporation to call a meeting to consider various issues raised by the parties. A group of members had requisitioned a meeting pursuant to section 167(1) of the Canada Not for Profit Corporations Act ("CNCA"). The Corporation had decided not to call the meeting and also not to provide access to the member list, basing their decision, at least in part, on the history between the parties and relying on those parts of sections 166 and 167 of the CNCA that enable directors to decline to act upon a member requisition where it clearly appears that the primary purpose of the request is to advance a personal claim or grievance. On the facts, the judge stated:
"In my view the salient facts here are these:
- The requisition for a meeting was validly made;
- Section 166(6)(b) of the Act does not "clearly" apply – to the contrary, I am satisfied that it does not apply at all;
- The directors accordingly had no valid reason for rejecting the requisition;
- The directors flatly refused to call the meeting on March 7, 2015; and
- The directors have subsequently acted to frustrate the attempt by the members to exercise their rights under s. 167(4) by denying the shareholder list."
The judge stated that "the right to call a special meeting is a substantive one and is not lightly to be interfered with." He then ordered the corporation to call a meeting to consider the matters contained in the notice of meeting prepared by the members and gave the parties a deadline within which to settle the terms of the notice of meeting.
You can see the decision at: http://bit.ly/1GK1Mai
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