- These disputes usually turn on whether the process was followed, not on who was right.
- Director removal is possible but procedural error is the common reason it fails.
- Members can generally requisition a meeting where the required threshold is met.
- Litigation is funded from money donated for something else, which should inform the decision.
Why procedure decides these
A non-profit dispute usually arrives as a conflict about people and resolves as a question about process.
Was the meeting properly called? Was notice given in the manner and within the period the by-laws require? Who was on the membership register at the relevant date? Was there a quorum? Was the vote conducted as specified?
Working through those questions often ends the matter, because one side discovers its position cannot be supported. That is a considerably cheaper outcome than litigating the underlying disagreement.
Removing a director
Directors can generally be removed before the end of their term, following the process in ONCA and the by-laws.
The removal usually requires a members’ meeting properly called for that purpose, with notice identifying the proposal, and a vote by those entitled to vote.
Removals fail most often on notice: insufficient notice, notice that did not identify the purpose, or notice sent to a membership list that was out of date.
A director facing removal is generally entitled to be heard, and skipping that step is another reliable way to have the removal set aside.
When the board will not act
Members holding the required proportion can generally requisition a members’ meeting. Where the board does not call it within the prescribed time, the members may be able to call it themselves.
This is the mechanism for a membership that has lost confidence in a board, and it is more effective than correspondence.
It has to be done correctly. A requisition that does not meet the statutory requirements gives the board a reason to refuse.
Before going to court
Non-profits litigate with money donated for a purpose that was not litigation. That is worth saying plainly, because it should affect the decision.
A written opinion on the governing documents frequently resolves matters, because it gives both sides an answer neither can dismiss as partisan.
An application to the court for directions is also available and is less adversarial than a claim: the organisation asks how to proceed rather than suing anyone.
Where a real breach has occurred, or the organisation cannot function, litigation is warranted. It should be a considered step rather than the opening one.
Common questions
Can members remove the whole board?
Following the proper process, generally yes. It requires a properly called meeting and the votes.
What if the membership list is disputed?
That frequently becomes the central issue, because it determines who may vote. Reconciling it early is worth the effort.
Can directors refuse to call a requisitioned meeting?
Where the requisition meets the requirements, refusal generally allows the requisitionists to call it themselves.
Who pays for this?
Usually the organisation, from funds intended for its purposes. That is a strong argument for resolving matters early.
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