Link: Case Summary Document
Citation: [2021] BCSC 854
Acknowledgement:The Pemsel Case Foundation thanks The Australian Centre for Philanthropy and Nonprofit Studies for its contribution in the drafting of this Case Note.
Summary:
Declaration that a bylaw was inconsistent with the Societies Act.
1. The Delta Patriots Cricket Club (DPCC) is a society duly registered pursuant to the Societies Act, S.B.C. 2015, c. 18 (SA) with a stated purpose as the promotion and fostering of the game of cricket amongst youth in the municipality of Delta, British Columbia, Canada.
2. The West Coast Cricket Association (Cricket BC) is a society registered pursuant to the SA whose purpose is to promote, foster, and develop the game of cricket throughout British Columbia and, where necessary or desirable, to regulate the sport of cricket throughout British Columbia. In this case, DPCC sought a series of orders relating to the governance of Cricket BC.
3. Under s. 2 of the bylaws of Cricket BC, membership, and in particular voting membership, is provided to cricket “clubs”, not cricket “teams”. Despite the clear definition for membership, s. 23(2) of the bylaws allows a member club to cast one vote for each team that it has registered. Some of the member clubs of Cricket BC are not registered legal entities and, as such, are not persons as defined in the Interpretation Act, R.S.B.C. 1996, c. 238 (IA). The IA defines a person as “a corporation, partnership or party, and the personal or other legal representatives of a person to whom the context can apply according to law”. This does not include a non-registered cricket club.
4. Section 11(3) of the SA provides that bylaws inconsistent with the IA have no effect. Section 105(1) provides for the Court to cure procedural irregularities.
5. The Court noted that courts should be minimally involved in the governance of a society. However, the Court found that bylaw 23(2) was an irregularity that offended the SA, and should be redacted from the bylaws entirely for failing to conform to the requirements of s. 84 of the SA. The Court read down the impugned bylaw to read:
23(1) Any member in good standing referred to in By-Law 2(a) herein is entitled to one vote at a meeting of the members.
6. It then directed that a meeting be constituted in no earlier than 45days, but no later than 90 days, for the purposes of conducting the normal business of Cricket BC and addressing the issues of membership and the payment of dues. Those clubs that did not have legal status were to be given sufficient time to achieve that status in order to participate in Cricket BC governance.
Implications of the case:
This case illustrates the approach of the Court in approaching internal disputes of associations. The Court explained (at [21]):
The court is always reluctant to interfere in the internal affairs of any corporate body. The respondent society should be left to govern itself in a democratic fashion and make its own decisions, including what may be seen by some of its members to be mistakes. The court should not presume that those in executive charge of the society will conduct themselves contrary to the interests of the society or that they will breach the rules of natural justice to the extent those rules apply to the business at hand.
The case may be viewed at:
https://www.canlii.org/en/bc/bcsc/doc/2021/2021bcsc854/2021bcsc854.html