NOT-FOR-PROFIT | What's a member and what rights do a member have?

• Date: 01 March 2020
• Author: Broder, Peter

A recent Ontario Court of Appeal case, Aga v. Ethiopian Orthodox Tewahedo Church of Canada (Aga), provides some insight into the vexing question of the extent of "member" rights in not-for-profit organizations. Although the idea of such rights seems straightforward, it is anything but.

The litigation in AGA came about because the membership status of a number of congregants in a religious parish was stripped after they questioned decisions by a church Archbishop. The congregants were not corporate members of the legal entity under which the group was constituted and operated. Given that, it was in dispute whether they could rely on the internal disciplinary procedures that the church had established. A broader concern is the extent of procedural fairness required in circumstances of this sort, but that issue was not dealt with in the ruling.

The case suggests that, at least in certain situations, individuals who are not formally part of a group's corporate governance structure may have some protection from being treated unfairly by the organization.

The confusion around this issue comes partly from different uses of the term "member" by not-for-profit groups. In its legal sense, the term is used to refer to stakeholders with voting rights in an organization's corporate structure. However, it is not always used in that way.

Many not-for-profit groups have corporate structures that are quite...