‘SUPREME COURT SreeeTn CAOR My 2 a é No. D(OS6 NELSON NELSON REGISTRY REGISTRY IN THE SUPREME COURT OF BRITISH COLUMBIA PETITION BY: DONNA LEE MACDONALD and LISA MARIE MCGEADY (the “Petitioners") ON NOTICE To: WEST KOOTENAY WOMEN'S ASSOCIATION (the "Respondent”) PETITION TO THE COURT This proceeding has been started by the petitioner(s) for the relief set out in Part 1 below. If you intend to respond to this petition, you or your lawyer must (a}_ file a response to petition in Form 67 in the above-named registry of this court within the time for response to petition described below, and (b) serve on the petitioner(s) () 2 copies of the filed response to petition, and. (ii) 2 copies of each filed affidavit on which you intend to rely at the hearing. Orders, including orders granting the relief claimed, may be made against you, without any further notice to you, If you fail to file the response to petition within the time for response. Time for response to petition Aresponse to petition must be filed and served on the petitioners), {a) if you were served with the petition anywhere in Canada, within 21 days after that service, (b) if you were served with the petition anywhere in the United States of America, within 35 days after that service, {(c) if you were served with the petition anywhere else, within 49 days after that service, or (4) ifthe time for response has been set by order of the court, within that time. (a) [The address of the registry is: 320 Ward Street, Nelson, BC VIL 414 (2) | The ADDRESS FOR SERVICE of the petitioners is: ¢/o their solicitor, Matthew Yates Trill, Perello & Yates, 1-405 Baker Street, Nelson, BC VIL 4H7 Fax number address for service is (250) 352-3145 (3) | __ The name and office address of the petitioners’ lawyer Ist, Matthew Yates“Trillo, Perelio & Yates, 1-405 Baker Street, Nelson, BCVIL 4H7 | CLAIM OF THE PETITIONERS Part 1: ORDER(S) SOUGHT The petitioner applies for Orders as follows: 1. A declaration that the Bylaws of the West Kootenay Women’s Association (the “Society”) are those as filed with the Registrar of Companies on or about January 10, 2013. 2. A declaration that the Petitioners are members in good standing with the Society. 3. An Order that the Society will not bar any member from attending at the Nelson ‘Women’s Centre or accessing its services unless such a decision is made by special resolution of the members and after the member in question has been given: a. written notice of the proposed discipline, including reasons; and b. areasonable opportunity to make representations to the membership respecting the proposed discipline 4. An Order that the Society disclose to the Petitioners the following: a. the Society's register of members, including contact information provided by each member, i. as at September 12, 2018; and ii. as at the date of this Order; b. the minutes of each meeting of members for the years 2010 to date, including the text of each resolution voted on at the meeting; . the financial statements of the Society for the financial years 2010 to date, as required under section 35 of the Societies Act (the “Act”) and the auditor's report, if any, on those financial statements; d._ the Society's operating budgets for the 2018-19 and 2019-20 financial years; e. the minutes of each meeting of directors from January 1, 2016 to date, including a list of all of the directors at the meeting, and ii, the text of each resolution voted on at the meeting; f. acopy of each consent resolution of directors and a copy of each of the consents to that resolution;g. the Society’s current strategic plan; and hh the results of the survey circulated by the Society in or around April 2018 ahead of the April 2018 Strategic Planning Meeting. 5. An Order pursuant to Section 80(1) that a general meeting be called, held and conducted on the notice, date, time and location as determined by the Court, 6. An Order that the Society present to the membership for its vote at the general meeting certain special resolutions the petitioners wish to have considered, including any resolutions on which the membership voted in September 2018, 7. An Order that the Society convene an election of its board of directors with candidates to include the current acting board of directors, as well as others nominated by the membership. 8. An Order that only those voting members whose membership was in good standing as at September 12, 2018 be permitted to vote for the resolutions and elections directed in this Order. 9. Further directions of the Court concerning how the general meeting is to be conducted, including the appointment of an appropriate chairperson and any procedural rules to be followed. 10. Further directions of the Court concerning the manner and timing of the voting of the ‘membership at the general meeting as the Court deems appropriate, 11, An Order that the Society be restrained from selling, encumbering or otherwise dealing with the land and premises located at 420 Mill Street, Nelson, BC, with a legal description as follows: Parcel A, Lot 19, Block 43, Plan NEP9500, District Lot 95, Land District 26 (see 1215481) PID: 007-276-974 until a board of directors is elected in accordance with this Order. 12. Costs to be assessed as special costs. Part 2: FACTUAL BASIS 1. The petitioners believe that they are members in good standing with the Society, Society Bylaws 2. The filings with the Registrar of Companies indicates that the 2012 Bylaws are the last filed.3. The Petitioners know of no further amendments ratified by the membership. 4. The Society filed Bylaws in January 2019 with amendments that have not been ratified by the membership, Alleged Expulsion of the Petitioners 5. The petitioners received letters from the Society’s lawyer in November 2018 that they were not to attend at the Women’s Centre. They have respected this request. 6. The letter alleged that the trespass notice had been issued because of the petitioners’ conduct at the 2018 AGM. 7. No further particulars were forthcoming from the Society despite numerous requests. 8. The petitioners have made numerous demands for Society records since that time. 9. On June 26, 2019 the Society, through counsel, notified Ms. Macdonald that her membership has been revoked as a consequence of her “assaulting an individual at the last AGM”. 10. The June 26, 2019 letter was the first time that the Society had asserted that Ms, Macdonald had allegedly been expelled. 11. The Society has not passed any resolution to expel Ms. Macdonald from the Society. 12. The petitioner did not assault an individual at the 2018 AGM. 13. The petitioner was assaulted at the 2018 AGM by the Society's current co-Executive Director. 14. No charges have been laid for any alleged assault at the 2018 AGM by Ms. Macdonald, 15, The Society’s bylaws permit the expulsion of a member by special resolution of the members where that member is “disrupting the purpose of the Society”. 16. The Society has not followed that procedure, nor the procedure set out at Section 70 of the Act, to expel the petitioners as members or to bar their attendance at the Centre, 17. The petitioners have not committed any act that would harm the Society in any way. 18. The petitioners have at all times acted in concer for, and support of, the Society and its purposes. 19. The CC is attempting to expel the petitioners as a means of avoiding its procedural obligations under the Society’s bylaws and the Act.Disclosure of Member Register 20. The petitioners and other members have made numerous requests for the Society's member register in accordance with the bylaws and the Act. 21. Member, Nancy Rosenblum, requested the member register on July 31, August 23 and September 4, 2018 and was refused, 22. On September 5, 2018 the petitioner, Donna Macdonald, applied to the registrar of companies for an order compelling disclosure of records under Section 107 of the Act. 23. The registrar made an Order and issued it to the Society on September 12, 2018. 24. The Society did not comply with that Order. 25. The Society did not provide the registrar with its reasons for not disclosing its records to the petitioner. 26. The petitioners, through counsel, have made numerous further requests for the member register and the Society has refused. 27. The petitioners require the membership register in order to exercise their members rights, including the requisitioning or calling of a general meeting, the submission of a member's proposal or making efforts to influence the voting of members. 28. The CC refused to provide the Society’s register of members in an effort to stop the petitioners and others from exercising these rights. Disclosure of Other Records 29. The petitioners have requested records they are entitled to inspect as members pursuant to Section 20(1) and 20(2) of the Act, including: a, the minutes of each meeting of members for the years 2010 to date, including the text of each resolution voted on at the meeting; b, the financial statements of the Society for the financial years 2010 to date, as, required under section 35 of the Societies Act and the auditor's report, if any, on those financial statements; c. the minutes of each meeting of directors from January 1, 2016 to date, including i. alist of all of the directors at the meeting, and ii, the text of each resolution voted on at the meeting; 4, a copy of each consent resolution of directors and a copy of each of the consents to that resolution;30. The CC has denied or ignored these requests. 31. The Society's bylaws do not limit members’ rights to inspect any of these records. 32. The CC has no legal justification for denying the petitioners access to these records. 33. The Society sent out a survey to the local community in the Spring 2018 ahead of its Strategic Planning Meeting in April. 34, This survey was an opportunity to hear the views and preferences of members as to the services provided by the Society. 35. The CC has refused to release the results of this survey. 36, The CC has also not released its Strategic Plan following its April 2018 planning meeting, 37. The petitioners have a right to access these records. Members’ Proposals 38. The petitioners were not given access to the membership register and therefore could not determine the 5% threshold required under Section 81 of the Act in order to make a ‘member's proposal. 39. The petitioners were also not able to contact the membership directly to influence their vote on the various resolutions that were to be considered at the 2018 AGM. 40. The resolutions that were proposed by the petitioners’ group were circulated among the membership by the CC with inaccurate and highly prejudicial commentary. 41. The petitioners were not given any adequate opportunity to communicate a reply to this, commentary to the membership. 42. At the 2018 AGM, the petitioners and their group were not given adequate opportunity to communicate to the other members in an open forum, 43, Instead, the CC tried to suspend Roberts Rules from governing the meeting. 44, The petitioners’ attempts to speak to the membership at the AGM were interrupted by the cc, 45. The CC staged a meeting process that avoided an open discussion about the resolutions that were to be considered and voted on. 46. The CC allowed and encouraged members to vote for resolutions nearly a month prior to the AGM, further limiting the petitioners’ opportunity to influence voting. 47. There were three different methods of voting for the resolutions permitted by the CC:a. Online absentee voting; . avoting card that contained prejudicial language; and ©. a ballot handed out at the AGM. 48. The ballots were numbered and assigned to each member's name, meaning that votes were not anonymous, thereby dissuading some members from voting against the CC’s resolutions, 49. The CC stated in its material sending the resolutions to the members in the week prior to the AGM: “If you know that you will not be present at the AGM, please email Kori@nelsonwomenscentre.com to have a numbered card digitally issued. These ballots can be sent back by email, or by dropping printed and signed cards to the Centre before midnight on Sunday Sept 31, 2018”. 50. It is not clear whether members were able to vote for the Bread & Roses members’ resolutions prior to the meeting. 51. A 4-day grace period was granted for voting via a mail box after the AGM, instead of votes being taken at the AGM 52. This mail box was unlocked outside the Centre which made the vote susceptible to tampering, 53. Voting scrutineers were approved by the co-Chair, Stephanie Meitz, at the 2018 AGM. However, the CC then did not allow these scrutineers to be present at the counting of the Votes, stating that they were not “neutral”. ‘54. The ballots presented at the AGM only contained a brief sentence for each of the resolutions and members were referred to look “online” for the full text of the resolutions. 55. The facilitator at the AGM, while reading out the resolutions, acted in such a way as to prejudice the vote. 56. At the AGM, the petitioners were shouted at and Ms, Macdonald was physically pushed by the woman who is now the co-Executive Director of the Society. 57. The only fair remedy for these procedural breaches by the acting CC is for the Court to Order a new general meeting. The petitioners, and any other member, must be permitted to propose resolutions and effectively communicate with the membership about those resolutions, 58, The petitioners ought to be able to re-submit for the membership’s vote those resolutions already proposed at the 2018 AGM, despite the limits suggested by Section 81(7) of the Act. These resolutions did not get the fair and proper consideration of the membership and they ought to be returned to a vote should the petitioners choose.Director Elections 59. Section 9 of the Society’s bylaws state that the AGM is “for the purpose of establishing the officers of the Society”. 60. The Society’s Coordinating Collective Governance Policy and Procedure Manual provides that director terms are “initially for 2 years and then year-to-year thereafter, to a max of 6 years”. 61, Policy 2.2 states: ‘Nominations ‘Nominations shall be requested from the membership prior to the Annual General Meeting, Potential Board ‘members must come to at least one Coordinating Collective meeting prior to being elected to the Board and all current Coordinating Collective members must agree tothe potential Board member joining the Coordinating Collective. New Board members can join the CC at any time ofthe year. 62. The past practice of the Society is that board members are generally recruited by the existing board, but their term is always ratified by a vote of the membership at the AGM. 63. As at the 2018 AGM, all but one of the acting board of directors had joined since the 2017 AGM. The one other director, Stephanie Meitz, joined the board in 2016 and was voted in at the 2016 AGM. Her 2-year term expired at the 2018 AGM. 64, Therefore, there ought to have been a vote of the membership to elect (or re-elect, in the case of Stephanie Meitz) every member of the acting board at the 2018 AGM. 65. In spite of this, the CC refused to allow a vote for the CC at the 2018 AGM. 66. This was a significant shift in established practice and was contrary to the Society’s bylaws and Governance Policy. 67. Furthermore, the past practice of the Society has on occasion been to accept nominations for board members from the floor at the AGM. This is supported by Policy 2.2. 68. At the 2018 AGM, the CC expressly denied requests to nominate board members from the floor. 69. Effectively, the CC has removed the ability of the membership to have @ say in who sits ‘on the Society’s board. 70. The remedy is to compel the Society to hold elections of its acting board whose office are not, as yet, ratified by the membership. 71. The membership also ought to be given the opportunity to nominate director candidates. Mill Street Property 72. The Society owns a property in uphill Nelson at which the Society runs its operations,73. The property has significant value and is currently unencumbered, 74. The Bylaws grant the CC the authority to sell or encumber the Property. 75. Until a properly constituted board of directors is elected by the membership, itis imperative that this asset be protected. Part 3: LEGAL BASIS 1. The petitioners rely on their rights as members to inspect Society records pursuant to Sections 20-28 of the Act. 2. The Society has failed to comply with an order of the registrar of companies. Section 107(7) of the Act grants the petitioners the right to bring this application for an Order that they be provided access to the register of members. 3. Section 107(8) states: ‘The court may, on an application under subsection (7), make any order it considers appropriate, including any of the following orders: (@) an order requiring that access to a record of the society be provided to the applicant, or that a certified copy of the record be provided to the applicant, within the time specified by the order; (b) aan order requiring the society to change the location of its registered office to a location the court considers appropriate or to change the location at which some or all ofits records are kept, or made available for inspection, under section 22 (1) (location of records}; (©) an order requiring the society to pay to the applicant damages in an amount the court, considers appropriate. 4, Section 80(1) of the Act states that on the application of a member or director of a society, the court may order that a general meeting be called, held and conducted on the notice, on the date, at the time, at the location or in the manner the court directs. 5. Amember of a society may apply to the Court under section 102(1) of the Act where: (a) the activities or internal affairs of the society are being or were conducted, or the powers of the directors are being or were exercised, in a manner oppressive to the member or to the member and one or more other members, or (b) an act of the society was done or is threatened, or a resolution of the members or directors was passed or is proposed, that is unfairly prejudicial to the member ot to the member and one or more other members,6. By its conduct described in Part 2 above, the Society has, through its board of directors and executive directors, acted in a manner oppressive and unfairly prejudicial to the petitioners. 7. Asaresult, pursuant to section 102(2) of the Act, the court may, with a view to remedying or bringing to an end the matters complained of, make any interim or final order it considers appropriate, including an order: (@ directing or prohibiting any act, (b) regulating the conduct of the society's activities or internal affairs, (©) removing a director or appointing a new director, (@ varying or setting aside a transaction to which the society is a party and directing any party to the transaction to compensate any other party to the transaction, (©) varying or setting aside a resolution, (f) requiring the society, within a period the court specifies, to produce to the court or toa specified person financial statements or an accounting in any form the court may determine, (8) directing the society to compensate an aggrieved person, (1) ditecting correction of the records of the society, (® appointing a receiver or receiver manager, @) directing that the society be liquidated and dissolved and appointing one or more liquidators, or (©) appointing an investigator to conduct an investigation of the society, providing directions in relation to that investigation and setting the investigator's remuneration. 8. The Society's decision to bar the petitioners and other members from the Women’s Centre constitutes a “discipline” under Section 70 of the Act. 9. Inthe absence of a process set out in the Bylaws, Section 70 prohibits any such discipline without a special resolution of the membership. Section 70(3) further states that before a member of a society is disciplined, the society must, (2) send to the member written notice of the proposed discipline or expulsion, including reasons, and(b) give the member a reasonable opportunity to make representations to the society respecting the proposed discipline or expulsion. 10. No such steps have been taken and therefore the Society’s ostensible barring of members from the Centre are unlawful and therefore void, 11. The petitioners rely on the following case authorities: (@) Basra v, Shri Guru Ravidass Sabha (Vancouver), 2017 BCSC 1696; (b) Dalpadado v. North Bend Land Society, 2018 BCSC 835; (©) Dauphinee v. White Rock Harbour Board, 2018 BCSC 1286; @ Gill v. Kalgidhar Oarbar Sahib Society, 2017BCSC 1423; (©) Kwantlen University College Students Association v. Canadian Federation of Students - British Columbia, 2017 BCSC 299; (f) Roberts v. Vernon Pickleball Association, 2018 BCSC 1834 (©) Surrey Knights Junior Hockey v. The Pacific Junior Hockey League, 2018 BCSC 1748. 12. The petitioners rely on Rules 14-1, and 16-1 of the Supreme Court Civil Rules, B.C Reg 19/2010; 13. The petitioners rely on the inherent jurisdiction of the Supreme Court of British Columbia, Part 4: MATERIAL TO BE RELIED ON 1, Affidavit #1 of Donna Macdonald, swom on August 22, 2019; 2. Affidavit #1 of Lisa McGeady, sworn on August 22, 2019; 3. Affidavit of Vitalija Luthmers, swom on August 21, 2019; 4. Affidavit #1 of Maureen Lyons, sworn on July 15, 2019; 5. Affidavit #1 of Gitta Ridder, sworn on July 15, 2019.‘The petitioners estimate that the application will take 2.5 hours. ¢ Dated: August 22, 2019 a ‘Signature of UJ applicant [x] lawyer for petitioners ‘Matthew Yates To be completed by the court only: Order made {in the terms requested in paragraphs of Part 1 ofthis Petition to the Court 0 the following variations and additional terms: Date: Signature of [] Judge [] Master