These disputes usually turn on procedure, not on who was right.
The Short Answer
How are non-profit governance disputes resolved?
Most turn on procedure: whether the meeting was properly called, whether notice was given as required, who was entitled to vote, and whether the by-laws were followed. Remedies include applications to the court for directions, orders compelling or setting aside meetings, and in appropriate cases relief for members or directors treated improperly. Many resolve once the governing documents are properly read.
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THE PATTERN
What These Disputes Are Really About
A non-profit dispute usually presents as a personality conflict and resolves as a procedural question.
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 record date? Was there a quorum? Was the vote conducted as the by-laws specify?
Answering those questions frequently ends the dispute, because one side discovers their position is not supportable. That is a cheaper outcome than litigating the underlying disagreement, and it is why the first step is always the documents.
COMMON SITUATIONS
Where We Are Usually Called
A contested director removal where the process followed is challenged.
A requisitioned members' meeting that the board resists calling.
A disputed election including who was entitled to vote.
Board deadlock where the organisation cannot make decisions.
Members denied access to records they are entitled to see.
Allegations of conflict of interest or improper payments to directors.
Misapplication of restricted funds which raises charitable purpose and potentially CRA issues.
DIRECTOR EXPOSURE
Claims Against Board Members
Directors can face claims for breach of duty, and statutory personal liability for certain obligations including unpaid wages and unremitted amounts.
Indemnification by the corporation is permitted within limits, and directors' and officers' insurance covers much of what indemnification cannot. Many small non-profits carry neither, and their directors do not know it.
A director concerned about the conduct of a board should record their dissent in the minutes. That record is frequently the difference between exposure and protection, and it costs nothing at the time.
BEFORE LITIGATING
What Usually Works Better
Non-profits litigate with money that was donated for something else. That is worth stating plainly, because it changes the calculation.
A written opinion on the governing documents often resolves matters, because it gives both sides an answer neither can dismiss as partisan. Mediation resolves a high proportion of the rest.
Court applications for directions are also available and are less adversarial than a claim: the organisation asks the court how to proceed rather than suing anyone.
Where a genuine breach has occurred, or where the organisation cannot function, litigation is warranted. It should be the considered choice rather than the first move.
General information
This page is general information about Ontario and Canadian law published by Lexaltico LLP. It is not legal advice, it does not account for the facts of any particular situation, and reading it does not create a solicitor-client relationship. Rules change, and whether any option is available to you depends on your own circumstances.
Members holding the required proportion can generally requisition a meeting, and where the board does not call it, the members may be able to.
Can a director be removed mid-term?
Generally yes, following the process in ONCA and the by-laws. Procedural error is the usual reason a removal fails.
Are members entitled to see the records?
Members have rights of access to certain records. The scope depends on the record and the Act.
Who pays for the litigation?
Often the organisation, which is money diverted from its purposes. Directors may have indemnification or insurance, and whether they do should be established early.
Does the CRA get involved?
It can where charitable property is misapplied or charitable purposes are not being pursued. Governance failures and charitable status are connected.
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Non-Profit and Board Dispute Lawyers Ontario: Book My Consultation
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Short, and written to be read rather than scrolled past.
The four things that matter most
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Before you rely on anything here
Four limits, and they matter in this order.
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If you contact us
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This website is not an emergency service. Enquiries sent through a form here are read during
business hours and a reply may take up to one business day.
Using this website, submitting a form, sending an email or speaking to us on the telephone does
not make us your lawyers. That relationship arises only when the firm has
confirmed in writing that it has agreed to act, a conflict search has been completed, and a
retainer has been signed.
Confidentiality of enquiries
Do not send confidential or sensitive information through this website or by email until we have
confirmed in writing that we can act for you. Information sent before that point is
not treated as confidential and may prevent us from acting for you, or for
someone else, in a connected matter.
Response times
We aim to reply within one business day. Contacting us does not guarantee a reply within any
particular period, does not oblige the firm to act, and does not stop, extend or satisfy
any limitation period, filing date or court deadline.
Our telephone line
Our line is answered 24 hours a day, every day of the year. Outside office hours calls are taken
by our intake service, who record your details and pass them to the firm. A lawyer responds during
the next business day, or sooner if the matter is urgent. Answering the telephone is not the same
as giving legal advice, and no relationship arises from that call.
Who we are and how we are regulated
Law Society of Ontario
Lexaltico LLP is regulated by the Law Society of Ontario under the
Law Society Act, R.S.O. 1990, c. L.8. All lawyers practising in
Ontario through the firm are members in good standing.
Law Society of Alberta
Alberta matters are handled by lawyers licensed with, and in good standing with, the
Law Society of Alberta. A lawyer licensed in Ontario is not thereby licensed in
Alberta, and the reverse is also true.
Immigration regulation
Immigration consulting is provided by Regulated Canadian Immigration Consultants
in good standing with the College of Immigration and Citizenship Consultants under the
College of Immigration and Citizenship Consultants Act, S.C. 2019, c. 29,
s. 292.
Lawyers, paralegals and consultants
Not everyone at the firm is a lawyer.
Licensed paralegals in Ontario may act only within the scope the Law Society
permits, which does not include most family, estate or criminal matters.
Immigration consultants are regulated by the College, not by a law society,
and are not lawyers.
Law clerks and managers support files but do not give legal advice.
Each page and biography states which applies. Ask at the outset who will handle your matter and
under which licence.
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We serve clients in thirteen languages. Every page of this website is written and published in
English. Where anything is provided in another language, the English
version governs in the event of a difference. If you need an interpreter, tell us when
you book and we will arrange one.
Fees
The initial assessment
The complimentary 15 minute initial assessment is a brief introductory
conversation. It does not include a review of your documents and does not constitute
legal advice.
The firm charges a fee for substantive consultations, including in civil litigation,
criminal defence and immigration matters. The firm may waive that fee at its discretion.
Any fee is disclosed in advance and credited in full toward your account if you retain the
firm.
Referral fees
Where we refer a matter to another firm, including through LexKonnect, we comply with Rule 3.6-6.1 of the Law Society of Ontario’s Rules of Professional Conduct. Any referral fee is set out in the Law Society’s standard referral agreement, signed by you before the referral proceeds, and no fee is payable to us unless and until the receiving firm has been paid for its work. You are never obliged to accept a referral and are free to retain any firm you choose. No referral arrangement affects the independent professional judgment of any lawyer at this firm.
What is published on this site
Calculators and estimators
They produce estimates from what you type and cannot know the rest. They do not
account for the terms of your contract, statutory exceptions, or the discretion a court will
apply. Do not make a decision on a number produced by a calculator.
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Any outcome described happened on its own facts, before its own decision maker,
under the law as it stood at the time. Past results do not predict or guarantee the result of any
other case.
Reviews and testimonials
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describes one person’s experience of one matter. They are not a promise, a
prediction or a guarantee about any other matter.
Links to other websites
This site links to regulators, courts, government sources, professional associations and social
platforms, all operated by others. We do not control them, we are not responsible for
their content or accuracy, and a link is not an endorsement.
Other notices
Limitation periods
Failure to start a proceeding within the applicable limitation period may permanently bar
your claim. In Ontario the general period is two years from discovery
under the Limitations Act, 2002, S.O. 2002, c. 24, Sched. B.
Shorter periods apply to many claims. Seek advice promptly. Nothing on this website extends a
limitation period.
Accessibility
We aim to meet the Accessibility for Ontarians with Disabilities Act
and WCAG 2.1 Level AA. If any part of this site prevents you from reaching us, telephone
+1 416 333 6200 or write to
hello@lexaltico.com and we will provide the information
in another format, at no charge.
