Superior Court: Successful reinstatement of four directors to non-profit board

Conway successfully represented four directors in an application to the Ontario Superior Court seeking their reinstatement to the Niagara Regional Native Centre Board of Directors.

These directors had been unlawfully removed from their roles at a Board meeting in February 2023. The applicants had called that meeting to fill Board vacancies, but the respondents purported to remove them from the Board and elect themselves as a new Board. The applicants brought this application under the Not-for-Profit Corporations Act, 2010, SO 2010, c 15, seeking reinstatement to the NRNC Board, and various declarations including the invalidity of both their removal from the Board and the election of the new Board.

Justice L.E. Standryk found that governance at the February 2023 meeting was fraught with “incredibly concerning” irregularities, which amounted to violations of the Act and the By-laws of the NRNC. She found that the cumulative impact of these irregularities was “of such a magnitude to strike at the heart of the electoral process of the NRNC and dampen fundamental elements of good governance.”

The Court ordered that the applicants be restored to their positions on the NRNC Board by no later than 90 days from the date of the decision, and that the purported election of the new Board at that meeting was invalid. Justice Standryk emphasized that the provisions of the Act and the NRNC By-laws are meant to incorporate “principles of good governance, natural justice, and procedural fairness,” providing “an orderly manner to facilitate an opportunity for voices to be heard and recognized,” and enhancing “the ability of organizational leaders to hear and consider the will of their members.”

Conway partner Julie Mouris was quoted in a St. Catharines Standard article on the decision: “It’s very vindicating for [the applicants]. They were motivated from the outset by good governance […] I think the judge’s point was that good governance helps enhance Indigenous self-determination, and following the rules helps the organization listen to its members’ will.”

The decision was the first to consider several provisions of the Act, which came into force in 2021.

You can read the decision, Lewis v Niagara Regional Native Centre, 2024 ONSC 5196, here. Julie Mouris and Mohammed Elshafie are pleased to have achieved this result for the applicants.

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