A recent decision by the British Columbia Supreme Court in West Coast Cricket Organization v. Cricket Canada on March 19, 2025, serves as an important reminder for charities and not-for-profits across Canada that governance failures can escalate into legal disputes with significant operational, financial and reputational consequences.
The dispute centred on what the court characterized as “multiple civil wars” between Cricket Canada (“CCanada”) and its provincial member organizations. The petitioners, four of the ten provincial CCanada members (being West Coast Cricket Organization, Alberta Cricket Association, Saskatchewan Cricket Association Inc., and Cricket Council of Ontario), filed an oppression petition under the Canada Not-for-Profit Corporations Act (“CNCA”) seeking the following orders:
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- a special general meeting (“SGM”) be held with an independent chair, at which all CCanada members be allowed to vote under the bylaws;
- the CCanada directors only act in the ordinary course of business until the SGM takes place, such that the Executive Committee of the CCanada board take no further unilateral actions without necessary board approval; and
- declaring the suspension of Alberta Cricket Association to be of no force and effect as contrary to the bylaws.
CCanada was mired in several deep controversies, including failing to file audited financial statements for nearly a decade (after incorrectly designating itself as a non-soliciting corporation) and its suspension from the Canadian Safe Sport Program following criminal charges against its then CEO. Tensions intensified when members requisitioned an SGM to remove certain directors of CCanada.
In response, the board of directors of CCanada purported to suspend one of those members, Alberta Cricket Association, through an email vote, effectively removing its voting rights ahead of the proposed SGM. Parallel efforts by the board of directors of CCanada were also underway to challenge the standing of another member organization, West Coast Cricket Organization, through an expedited “effective control” audit process.
The petitioners, representing a majority of the voting members of CCanada, alleged that CCanada engaged in oppressive conduct by, among other things, suspending Alberta Cricket Association and failing to call a requisitioned SGM. The Court applied the two-stage test for oppression to determine whether the evidence supported the reasonable expectation asserted by the petitioners and if so, whether the petitioners’ reasonable expectations were violated by conduct falling within the terms “oppression”, “unfair prejudice” or “unfair disregard” of a relevant interest. The court found that it was both a subjectively and objectively reasonable expectation that CCanada would strictly adhere to its own bylaws.
The court examined the purported vote of the directors of CCanada via email to suspend Alberta Cricket Association’s membership in CCanada despite contrary views in the email chain which were ignored. The court ruled that the suspension of Alberta Cricket Association via email voting by the directors of CCanada was procedurally invalid. This was based on the fact that CCanada’s bylaws did not permit a motion of the directors to be passed by email, as well as because key procedural requirements were not met including the lack of calling a proper meeting, no notice being provided for a meeting, no quorum requirements being met and the lack of unanimous written consent from all directors, as required under the CNCA and CCanada’s bylaws. The court noted that this resulted in the directors not being “provided adequate time or an appropriate forum to debate and discuss this important and impactful motion” at a meeting of the board, and “contrary views” being ignored.
In relation to the oppression remedy being sought by the petitioners, the court determined that it was both a subjective and objective reasonable expectation that CCanada would: (1) adhere to its by-laws when taking the significant step to expel a member organization, Alberta Cricket Association; and (2) not suspend a member without a procedurally fair process and arbitrarily remove its voting rights. Based on these findings, the court decided that CCanada’s failure to comply with its governing rules resulted in both inequity and unfairness to its members and, through these actions, CCanada “exhibited each of oppression, unfair prejudice and unfair disregard of the interests of [Alberta Cricket Association] and its constituents”.
Accordingly, the court granted the petitioners’ requests, declaring the purported suspension of Alberta Cricket Association to be a nullity of no force and effect. The court then ordered CCanada to hold the requisitioned SGM within 21 days of the court’s decision or as agreed by the parties and that all present members including Alberta Cricket Association and West Coast Cricket Organization be permitted to vote at the SGM. The court also mandated that the SGM be chaired by an independent chair and ordered that the current board only act in the “ordinary course of business” until the SGM takes place, effectively stripping them of the power to take further unilateral actions against members.
This case is a stark reminder to charities and non-profits, particularly those with complex, member-based governance structures such as sports organizations, that bylaws are not merely aspirational. Rather, they are legally binding and enforceable, and courts will not hesitate to intervene when they are contravened. In this decision, the court highlighted a concern of charitable and not-for-profits using “donations, player fees, and taxpayer dollars” to fund litigation driven by “the egos and ambitions of certain named individuals”. The court warned that if such dysfunction continues, it has the authority to appoint a receiver to take the organizations out of the hands of their directors and operatives and return them to their proper mission.
As a takeaway from this decision, charities and not-for-profits must ensure their disciplinary and voting processes are transparent, documented, and fully compliant with their governing documents, including the bylaws. By so doing, organizations will avoid similar judicial intervention in the event of future disputes.