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NON-PROFIT CORPORATIONS (CORPORATIONS WITHOUT SHARE CAPITAL) - Membership

Monday, December 14, 2020 @ 9:21 AM  


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Appeal by Delta Hospice Society from an order to admit rejected applicants as members. The appellant, a non-profit society, provided palliative care. Until 2018, anyone who applied and paid the subscription fee was granted membership. In 2019, the appellant’s Board passed a pro-MAiD (medically-assisted dying) resolution. One week later, the directors were voted out. The appellant’s newly constituted Board voted to reverse the pro-MAiD resolution. In May 2020, the Board rejected 310 applications for membership on the basis the applicants were not known to support the anti-MAiD position of the Board. The Board gave notice of an extraordinary general meeting proposing to amend its constitution and bylaws to bring it within the classification of a religious organization that would be exempt from the Health Authority’s MAiD requirements. The appellant did not challenge the cancellation of the extraordinary general meeting by the chambers judge based on her finding that voting process in the notice of meeting violated the appellant’s bylaws and the Societies Act.

HELD: Appeal dismissed. The chambers judge did not treat the past open approach taken by the Board to membership applications as binding. The chambers judge did not err in finding the Board’s conduct in rejecting applications for membership from those seen as pro-MAiD or potentially pro-MAiD was contrary to the appellant’s bylaws and the Societies Act. She did not err in finding the Board did not have full discretion under the bylaws to determine membership based on its own views or based on speculation about applicants’ views. The chambers judge’s finding of bad faith was not clearly and palpably wrong. The underlying Charter values of freedom of conscience and freedom of association did not fail to be considered. Neither the Society Act nor the chamber judge’s order restricted the right of anyone or any group to hold or express a particular belief or moral tenet or preclude anyone from associating with anyone else. Charter rights of conscience and freedom of association did not support the right of the Board to control the appellant’s membership based on criteria not stated in the bylaws.

Farrish v. Delta Hospice Society, [2020] B.C.J. No. 1819, British Columbia Court of Appeal, M.V. Newbury, J. DeWitt-Van Oosten and P.G. Voith JJ.A., November 13, 2020. Digest No. TLD-December142020002