A Homerun for Sports & Not-for-Profit Law: Provincial Women’s Softball Association order to grant membership to the Mississauga Majors Upheld on Appeal

In a 2024 decision of the Ontario Superior Court of Justice, Loopstra Nixon successfully brought a first-of-its-kind application on behalf of the Mississauga Majors Baseball Association (“Majors”) under s. 191 of the new Ontario Not-for-Profit Corporations Act (“ONCA”). Section 191 of the ONCA allows complainants to apply to court for orders directing not-for-profits to comply with their articles and by-laws.

This novel case, a mix of sports law and not-for-profit law, resulted in the Majors winning affiliation with the Provincial Women’s Softball Association (“PWSA”) after having its applications for membership wrongly denied more than once.

All Ontario not-for-profit corporations should be aware of this decision, Mississauga Majors v. Provincial Women’s Softball Association, 2024 ONSC 4986, and need to recognize that s. 191 of the ONCA is a powerful tool for sports clubs and other not-for-profit corporations to settle membership disputes.

In particular, this decision opened the door for non-members to have standing under s. 191 to make applications to court for orders directing compliance with a not-for-profit’s own governing documents.

The Divisional Court confirmed that this door remains wide open in Mississauga Majors v. Provincial Women’s Softball Association, 2025 ONSC 2835 (Div. Ct.).

Background

The Majors are an Ontario not-for-profit corporation, operating as an all-female baseball and softball association for youth and young adults. The Majors twice applied for membership in the PWSA, an Ontario not-for-profit corporation comprised of member associations and teams, which sanctions Ontario provincial qualifiers and championships and selects the Women’s Ontario Softball Team.

The Majors’ applications for membership were denied both times, despite, in its opinion, having met the conditions for membership as stipulated in the PWSA’s by-laws.

Membership in the PWSA was of particular significance to the Majors’ operations and its players, enabling them to attract and retain high-level players and to provide players with opportunities to receive advance training, participate in competitions, and develop skills at a higher level. Having been denied membership in the PWSA, the Majors were losing players to other associations offering rep play at that level.

Given the foregoing, the Majors applied to the court under s. 191 of the ONCA, seeking a declaration directing the PWSA to comply with its by-laws and an order compelling the PWSA to grant membership to the Majors. The PWSA, on the other hand, argued that it had the discretion to refuse membership to the Majors and properly did so.

The central issues on this application were:

1. Whether the Majors were a “complainant” under s. 191 of the ONCA, and thus have standing to make such an application to the court; and
2. Whether the PWSA had discretion to deny the Majors membership.

Who can bring an application under s. 191 of the ONCA?

The ONCA came into force on October 19, 2021 and generally applied automatically to all Ontario not-for-profit corporations. Existing not-for-profits previously governed under the Corporations Act were given a three (3) year transition period to make any necessary changes to their incorporating and other documents to bring them into conformity with the ONCA.

The ONCA contains a mechanism at s. 191 that allows a complainant to make an application to a court for an order directing the not-for-profit (or any director, officer, employee, agent, etc. of the not-for-profit) to comply with the statute, the regulations, or corporation’s own articles or by-laws.

The term “complainant” is defined in s. 182 of the ONCA, and includes:

1. Members, directors, and officers of the corporation or of any of its affiliates;
2. A person who not more than two (2) years prior ceased to be a member, director, or officer of the corporation or of any of its affiliates; and
3. Any other person who, in the discretion of the court, is a proper person to make an application.

The Majors—who were not members, directors, or officers of the PWSA—brought an application under s. 191 for an order requiring the PWSA to comply with its by-laws. The court held that the Majors were a “complainant” within the meaning of s. 182(3) and had standing to proceed with its application under s. 191. This is the first time that s. 191 has been extended to a non-member.

In reaching its determination, the court examined case law on who is considered a “complainant” under the Ontario Business Corporations Act (“OBCA”) and found that its discretion to grant status as a complainant under the OBCA is “broad” and “unfettered”.

The court went on to examine a number of factors applied in OBCA case law with respect to granting “complainant” status, including:

• The connection of the applicant to the corporation;
• The applicant’s interest in the management of the corporation;
• The applicant’s interest to right a wrong to itself or others; and
• Other courses of action available to the applicant to obtain an adjudication or remedy.

Ultimately, the court found that the purpose of s. 182(3) of the ONCA is to allow “a proper person” who is not a member, director, or officer of a corporation but who, like the Majors, is closely related and dependent on that not-for-profit corporation, to apply for remedial protection to the court under the ONCA.

The court explained:

[54]      …The Majors have a strong interest in how the PWSA is managed, but no recourse except under the ONCA to ensure that the PWSA complies with its by-laws. This is especially so when their appeals of the decisions refusing membership were not heard by the PWSA. I have no evidence before me of any other appeal route to any other organization or body.

The court thus exercised its discretion to find that the Majors were a proper person under s. 182(3) and had standing to apply for a remedy under s. 191.

Conditions of membership must be outlined in by-laws

Section 48(1) of the ONCA provides that a corporation’s by-laws must set out the conditions required for being a member of the corporation, including whether a corporation or other entity may be a member.

In this case, the PWSA’s by-laws not only outlined the conditions of membership, but also used mandatory language in setting out these membership conditions. This means that an association or team that meets the criteria set forth in the by-laws must have its membership recognized. The by-laws did not confer any discretion on the PWSA to reject those who have otherwise met all conditions as stipulated in the by-laws.

Quite the opposite, the PWSA by-laws explicitly stated that an association or team will be a member if the preconditions are satisfied.

The PWSA argued that it passed an operating rule on team affiliation, separate from its by-laws, which established criteria for membership. However, the court found that this operating rule does not set out the conditions of membership and that, in applying the operating rule to assess the Majors’ application for membership, the PWSA did not comply with its by-laws.

The court held that the PWSA is obliged to use the membership criteria within its by-laws and that any operating rules subsequently established by the corporation must be consistent with and applied within the confines of its by-laws.

The court found that the PWSA’s by-laws did not confer any discretion on the not-for-profit to reject membership to those who meet the conditions of membership in its by-laws.

The court noted that while the PWSA can, through special resolution, change its membership conditions, it cannot apply an operational rule or policy to selectively deny membership to associations that otherwise meet its membership criteria as set out in its by-laws, including the Majors.

Ultimately, the court found that:

1. The Majors met the criteria for association membership under the PWSA by-laws; and
2. The PWSA did not have any discretion to deny membership to the Majors.

The court allowed the application, granted a declaration that the PWSA must comply with its by-laws, and ordered that the PWSA grant membership to the Majors.

The Divisional Court Upholds the Decision on Appeal

The Provincial Women’s Softball Association (PWSA) appealed the ruling that ordered it to grant membership to the Mississauga Majors Baseball Association (Majors).

In 2025 ONSC 2835, the Divisional Court confirmed that the Majors were entitled to membership.  It dismissed the appeal, upheld the trial decision, and ordered costs payable to the Majors.

The appellate court emphasized that the PWSA’s by-laws used mandatory language, leaving no discretion to deny membership to applicants who met the criteria. The Majors had a board of directors, by-laws and policies, and proposed to field more than one team, satisfying the conditions for association membership.

The court rejected the PWSA’s interpretation that the by-laws required two existing team members prior to association membership. It held that the Majors interpretation was more reasonable and noting that the PWSA’s interpretation creates an unworkable 'chicken-and-egg' dilemma and was not supported by the facts.

It was also found that the PWSA had denied the Majors’ application for reasons unrelated to the by-law criteria, such as concerns about poaching players, which were impermissible under the governing documents.

The Divisional Court affirmed that operating rules cannot override by-laws and that any changes to membership criteria must be made through a special resolution.

For other sports organizations, the court did comment that they can impose more detailed requirements for membership, but they must be included in the provisions of the by-laws.

The appeal was dismissed and the PWSA was ordered to pay $17,000 in costs to the Majors.

This decision reinforces the importance of strict compliance with by-laws and confirms that non-members can invoke ONCA protections to compel not-for-profits to follow their governing documents.

In addition to the substantive decision, an important legal determination was made by the Court on what standard of review is afforded on a review of the interpretation of a not-for-profit corporation’s by-laws. The Court found that the by-laws of a not-for-profit corporation are essentially contractual in nature and interpreted like a contract. The by-laws are not similar to by-laws of a municipality or law or regulations passed by a legislative body. The standard of review of a lower court’s decision RLis therefore palpable and overriding error, a high standard; not correctness, a low standard

Key takeaways

• Under the ONCA, not-for-profit corporations are obliged to list conditions of membership in their by-laws. If a not-for-profit wishes to afford any discretion with respect to admitting members, this discretion must be expressly provided for in its by-laws.
• In addition to members, directors, and officers of Ontario not-for-profit corporations, non-members now have a powerful tool to apply for an order for a not-for-profit to comply with its by-laws and articles, as well as to comply with the ONCA itself. This poses governance, operational, and litigation risks for sports clubs and other not-for-profit organizations.
• The appropriate standard review of an appellate Court reviewing a lower Court’s decision about membership applying the bylaws of a not-for-profit organization, is the highly deferential standard of for mixed fact and law of ‘palpable and overriding error’.
• Members and non-members alike have a direct path to litigation under the ONCA for decisions made by not-for-profit corporations, and no longer need recourse to judicial review.

To minimize this risk, sports clubs and other not-for-profits should have their by-laws reviewed with these issues in mind, while members and non-members alike should be aware of their rights, including under the ONCA. We encourage you to contact a member of our team if you have questions.

If you would like a copy of this case, please email Elliot Saccucci at esaccucci@LN.Law or Christopher Lee at clee@LN.Law.