- Unlike business corporations, Ontario not-for-profit corporations have no broad oppression remedy.
- A 2024 Superior Court decision confirmed that ONCA lets a court order an investigation, not undo the decision complained of.
- Members still have real tools: compliance orders, removing directors by ordinary resolution, requisitioning meetings, and access to financial statements.
- Because court remedies are narrower, mediation and a well-drafted by-law dispute clause matter more for non-profits than for companies.
What the oppression remedy is, and why non-profit members expect one
Shareholders of an Ontario business corporation can ask a court to fix conduct that is oppressive, unfairly prejudicial, or that unfairly disregards their interests. The court has wide powers to regulate the company’s affairs or reverse what was done. The federal Canada Not-for-profit Corporations Act gives members of federal non-profits a similar remedy. Many members of Ontario non-profits assume they have the same protection.
What the 2024 decision said
In York Condominium Corporation No. 76 v. 10 The Marketplace Limited, released in August 2024, the Superior Court considered an oppression claim involving a community not-for-profit corporation governed by the Not-for-Profit Corporations Act, 2010 (ONCA). The court pointed out that, unlike the business corporations statute and the federal non-profit Act, ONCA contains no explicit oppression remedy. What it does contain is section 174, which allows a court to order an investigation of the corporation in certain circumstances. That does not give the court power to unwind the decision being challenged.
What members can still do
- Seek a compliance order. Members can apply to court for an order requiring directors and officers to comply with ONCA, the articles and the by-laws.
- Remove directors. Members can remove a director by ordinary resolution at a special meeting.
- Requisition a meeting. Members holding the required proportion of votes can require the board to call one.
- See the finances. Members have improved access to financial statements before an annual meeting.
- Ask for an investigation. Where the section 174 test is met, a court can order one.
Why this makes mediation more important
When a court cannot simply reverse a decision, the practical route to a fair outcome is often an agreement: a rerun meeting, a reconstituted board, an agreed statement to members. That is what mediation is good at. Many by-laws already provide for it, including the model by-law Corporations Canada published for federal non-profits. For Ontario organisations, adding a dispute-resolution clause before the next disagreement is one of the cheapest governance improvements available.
See non-profit and charity dispute resolution and by-law dispute resolution clauses.
Questions
Does this apply to federal non-profits?
No. Federal non-profits under the Canada Not-for-profit Corporations Act have an oppression remedy. This article is about Ontario corporations under ONCA.
Does it apply to charities?
An Ontario charity incorporated under ONCA is in the same position, and charitable property is also subject to oversight by the Public Guardian and Trustee.
Can the law change?
Yes. Courts may develop the point further and the legislature could amend ONCA. Check the current position before relying on this.
Sources
- Not-for-Profit Corporations Act, 2010 (Ontario)
- Government of Ontario: Guide to the Not-for-Profit Corporations Act
- Canada Not-for-profit Corporations Act
This article is general information about Ontario law as at September 2026, not legal advice. Every dispute turns on the organisation’s own articles, by-laws and facts.
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