Is there an oppression remedy for members of an Ontario not-for-profit corporation, like for shareholders?
Yes. Unlike Ontario's Business Corporations Act, ONCA does not contain a general oppression remedy — members instead rely on compliance and restraining orders (ss. 190-191), court-ordered investigations, and derivative actions with leave (s. 183). A court can grant relief where the corporation's conduct, or its directors' conduct, is oppressive, unfairly prejudicial to, or unfairly disregards the interests of a member.
This matters because volunteer boards sometimes assume that, since not-for-profit members don't have a financial investment at stake the way shareholders do, members have little real recourse if a board sidelines them, ignores the by-laws, or makes decisions in a way that disregards their legitimate interests. The oppression remedy is exactly the tool that pushes back against that assumption — courts can order a range of remedies, from requiring the corporation to do (or stop doing) something, to more significant structural relief.
Because oppression claims are fact-heavy and the remedy is broad but not automatic, a member considering this route, or a board facing a threatened claim, should get advice early on the specific conduct at issue rather than assuming either that the remedy is unavailable or that it is easily won.
Key takeaways
- ONCA gives members an oppression remedy modelled on the one available under business corporation law.
- A court can act where conduct is oppressive, unfairly prejudicial, or unfairly disregards a member's interests.
- Not having a financial stake like a shareholder doesn't mean members lack real recourse.
- Oppression claims are fact-specific, so advice early matters for both members and boards.