canada business corporate-law common-law municipal-bylaws
What happens when a Canadian not-for-profit organization does not comply with its own by-laws?
<p>When I search &quot;by-law Canada&quot; in Google, everything I get is about &quot;municipal by-laws&quot; such as as the <a href="https://rmofmorris.ca/government/bylaws-policies/" rel="nofollow noreferrer">first result</a> which is the website of a law firm that explains what municipal by-laws are.</p>
<p><a href="https://laws.justice.gc.ca/eng/acts/C-7.75/page-15.html#h-158338" rel="nofollow noreferrer">Not-for-profit organizations can have their own by-laws too</a>, but I'm able to find very little about them.</p>
<p>If an organization doesn't follow their own by-law, can there be any consequences other than whatever the organization itself decides on its own (assuming that no internal policy or document says anything about what happens if a by-law is violated)?</p>
<p>For the purpose of this question, let's assume I'm a <a href="https://en.wikipedia.org/wiki/Stakeholder_(corporate)" rel="nofollow noreferrer">&quot;stakeholder&quot;</a> of the organization, meaning that I am directly affected if the by-laws are not followed, but I am not a &quot;member&quot; of the organization so I am limited in my power to achieve anything &quot;internally&quot;. </p>

<blockquote>
<p>If an organization doesn't follow their own by-law, can there be any
consequences other than whatever the organization itself decides on
its own (assuming that no internal policy or document says anything
about what happens if a by-law is violated)?</p>
</blockquote>
<p>There are basically two possibilities.</p>
<p>One is that someone with standing to sue because they are affected by the by-law violation brings suit. For example, many common non-profits, like HOAs and credit unions and stock exchanges, have individuals who have economic interests in having by-laws followed in some particular instance.</p>
<p>The other is that usually some representative of the Crown has standing to intervene in the conduct of the affairs of non-profits. In the U.S. this would be the state attorney-general's office. I'm honestly not entirely sure precisely where in the bureaucracy the official with standing is located in Canada, but there is someone who has standing to bring such suits to challenge, for example, the looting of a private foundation for personal gain.</p>
<p>If no one has standing, and the Crown chooses not to intervene, however, there is generally no other sanction for violating a bylaw. If no one complains, it basically didn't happen. This said, depending upon the exact nature of the violation, a failure to follow a bylaw a long time ago could have a legal effect much later.</p>
