Date Issued: June 16, 2023

File: CS-2022-003031

Type: Societies and Cooperatives

Civil Resolution Tribunal

Indexed as: Narodowski v. The Polish Friendship (Zgoda) Society, 2023 BCCRT 512

Between:

ELIZABETH NARODOWSKI

Applicant

And:

THE POLISH FRIENDSHIP (ZGODA) SOCIETY

Respondent

REASONS FOR DECISION
Tribunal Member:	David Jiang

INTRODUCTION

1.      The applicant, Elizabeth Narodowski, is a member of the respondent society, The Polish Friendship (Zgoda) Society (PFZ). Mrs. Narodowski says PFZ breached the Societies Act (SA) and its own bylaws. Specifically, she says PFZ failed to provide requested records, changed its bylaws in 2018 and 2022 without giving members appropriate notice, and improperly elected members to PFZ’s internal decision tribunal (Internal Tribunal). Mrs. Narodowski also says PFZ suspended her without authority to do so. Mrs. Narodowski requests orders for

a.    PFZ to produce the records discussed below,

b.    an order that the bylaw amendments registered on November 28, 2018 and March 25, 2022 are “null and void” and must be amended properly,

c.    a declaration that the current Internal Tribunal is “null and void”,

d.    PFZ to reverse or cancel her suspension,

e.    PFZ to comply with bylaws 3(7) and 10(9), and section 70(3) of the Societies Act (SA), and reinstate other suspended members that are not parties to this dispute, and

f.     for PFZ’s executives and directors to uphold bylaw 3(7) and the constitution.

2.      PFZ denies Mrs. Narodowski’s claims. It says it provided the requested records. It also says that it properly passed its bylaws, or that Mrs. Narodowski waived any impropriety. PFZ also says that some of Mrs. Narodowski’s claims are premature as the Internal Tribunal was still considering some of her claims when she applied for dispute resolution.

3.      Mrs. Narodowski represents herself. The president and member of the board of directors, Andrzej Matuszewski, represents PFZ.

4.      For the reasons that follow, I find Mrs. Narodowski has been partially successful.

JURISDICTION AND PROCEDURE

5.      These are the formal written reasons of the Civil Resolution Tribunal (CRT). The CRT has jurisdiction over certain society claims under section 129 of the Civil Resolution Tribunal Act (CRTA). CRTA section 2 says the CRT’s mandate is to provide dispute resolution services accessibly, quickly, economically, informally, and flexibly. In resolving disputes, the CRT must apply principles of law and fairness, and recognize any relationships between the dispute’s parties that will likely continue after the CRT process has ended.

6.      CRTA section 39 says the CRT has discretion to decide the format of the hearing, including by writing, telephone, videoconferencing, email, or a combination of these. Here, I find that I am properly able to assess and weigh the documentary evidence and submissions before me. Further, bearing in mind the CRT’s mandate that includes proportionality and a speedy resolution of disputes, I find that an oral hearing is not necessary in the interests of justice and fairness.

7.      CRTA section 42 says the CRT may accept as evidence information that it considers relevant, necessary and appropriate, even where the information would not be admissible in court. The CRT may also ask questions of the parties and witnesses and inform itself in any other way it considers appropriate.

8.      Under CRTA section 131, in resolving this dispute the CRT may order a party to do or stop doing something, order a party to pay money, or order any other terms or conditions the CRT considers appropriate.

9.      I note that PFZ filed a counterclaim but later withdrew it under CRT rule 6.1. Mrs. Narodowski did not object. So, I have not considered the withdrawn counterclaim in my reasons.

Allegations Not in the Dispute Notice

10.   In her submissions Mrs. Narodowski alleges that PFZ provided insufficient notice for the November 8, 2022 SGM. In submissions, Mrs. Narodowski also alleges that PFZ unreasonably refused to accept her membership fees and terminated her membership for that reason. Mrs. Narodowski did not make any claims about these issues in the Dispute Notice, nor did she request any remedies about them. I find it would be procedurally unfair to consider these additional claims or remedies.

11.   Consistent with my conclusion, CRT rule 1.19 allows applicants to ask the CRT to amend the Dispute Notice. Under CRT rule 1.19(3), the CRT will not issue an amended Dispute Notice after the dispute has entered the CRT decision process, except where exceptional circumstances apply. Mrs. Narodowski has already amended the Dispute Notice once. So, I find she is familiar with the process to do so and chose not to include these claims or remedies.

12.   Furthermore, CRTA section 130(2) says that the CRT lack jurisdiction over matters relating to the termination of membership in a society. So, I would not be able to consider the issue of membership termination in any event. I have considered whether PFZ should reverse Mrs. Narodowski’s suspension because the evidence shows it did not end her membership. So, I find it is not the same as a termination of membership in a society.

Mrs. Narodowski’s Claims about Other Members’ Suspensions

13.   Mrs. Narodowski also seeks orders for the CRT to reinstate “any members who were suspended without input of properly convened Tribunal, not simply based on decision of [the] President.” I decline to consider this issue for 2 reasons.

14.   First, Mrs. Narodowski did not identify the specific members she seeks reinstatement for in the Dispute Notice. Mrs. Narodowski only identified the members in her submissions. They were CC, MG, JG, MD, JN, and herself. I find this was insufficient to provide PFZ proper notice of the claim against it. I find it would be procedurally unfair to decide the issue for this reason.

15.   Second, and alternatively, I find that Mrs. Narodowski lacks standing to make claims for members that are not parties to this dispute. In particular, PFZ’s evidence outlines specific allegations about the conduct of some of the above-mentioned members. These include defamation and threatening conduct. I find that to properly adjudicate this matter, the members would need to be parties so that they could present evidence and submissions on their own behalf, and for PFZ to have an opportunity to respond. That has not happened here.

16.   Given the above, I dismiss this claim.

 

Are Mrs. Narodowski’s claims premature?

17.   PFZ says that Mrs. Narodowski started this claim prematurely. It says that she should have waited for the Internal Tribunal to decide her claims. However, Mrs. Narodowski disagrees and says the Internal Tribunal is invalid. In these circumstances, I find it appropriate to consider her claims now and find that they are not premature. I also find considering these claims now is consistent with the CRT’s mandate, as outlined under CRTA section 2(1), to provide dispute resolution services in a manner that is accessible, speedy, economical, informal, and flexible.

ISSUES

18.   The issues in this dispute are as follows:

a.    Must PFZ provide copies of records to Mrs. Narodowski?

b.    Are the bylaws amendments of the January 2022 AGM, registered on March 25, 2022, valid?

c.    Are the bylaws amendments of the January 2018 AGM, registered on November 28, 2018, valid?

d.    Is the Internal Tribunal valid under the bylaws?

e.    Must PFZ reverse Mrs. Narodowski’s suspension?

f.     Should I order PFZ to comply with bylaws 3(7), 10(9), and SA section 70(3), or order PFZ’s executive and its board of directors to “uphold” bylaws 3(7) and its constitution?

BACKGROUND, EVIDENCE AND ANALYSIS

19.   In a civil proceeding like this one, Mrs. Narodowski as the applicant must prove her claims on a balance of probabilities. This means more likely than not. I have read all the parties’ submissions and evidence but refer only to the evidence and argument that I find relevant to provide context for my decision.

20.   A registry search shows that PFZ is a BC society incorporated in September 1926. A copy of PFZ’s bylaws filed on November 28, 2018 are in evidence. I find they apply with some exceptions noted below.

21.   The following facts are undisputed. Mrs. Narodowski became a PFZ member in January 1982. She continued being a member but stopped attending any PFZ meetings for 8 years, until she attended the January 16, 2022 annual general meeting (AGM). At the time, PFZ did not allow her to vote on any matters because they say she had not fulfilled the obligations under bylaw 3(3) to attend other meetings during the calendar year.

22.   After the AGM, Mrs. Narodowski emailed PFZ a request for copies of board meeting minutes and AGM minutes for the period of 2017 to 2022. She says she did so to find bylaw 3(3)’s origin. PFZ denied her request for copies but agreed to allow her to inspect the documents at an undetermined future date.

23.   PFZ has an Internal Tribunal. Under bylaw 6, the PFZ members elect a 5-member “Peer Tribunal” for a term of 2 years at the AGM. Bylaw 12 refers to an “Internal Tribunal”. Based on the parties’ submission, I find they are the same thing. Bylaw 12 indicates that the Internal Tribunal makes findings and decisions about member matters, though these are not outlined in any detail.

24.   Mrs. Narodowski wrote to PFZ’s Internal Tribunal on March 4, 2022. She complained that she was being “brushed off”. In a subsequent March 21, 2022 letter to the Internal Tribunal, Mrs. Narodowski asked about the origin of bylaw 3(3). She also alleged that PFZ held votes on bylaw amendments in breach of SA section 78. That section says that notice of a general meeting must include the text of any special resolution to be submitted to the meeting. Mrs. Narodowski requested the Internal Tribunal take action to provide the documents and remedy the breach.

25.   Mrs. Narodowski also requested a meeting that the Internal Tribunal scheduled for May 3, 2022. In its letter of the same date, the Internal Tribunal suspended Mrs. Narodowski because it found her complaints were groundless and contrary to PFZ’s bylaws. It also refused to meet with Mrs. Narodowski in the future. Mrs. Narodowski applied for dispute resolution at the CRT shortly after this, on May 7, 2022.

Issue #1. Must PFZ provide copies of records to Mrs. Narodowski?

26.   Mrs. Narodowski says that PFZ breached the SA by refusing to show her the records she requested in January 2022 and also by refusing to provide copies of them. Mrs. Narodowski requests all AGM minutes from 2017 to 2022, all board meeting minutes January 1, 2017 to May 31, 2022, and a copy of the bylaws as they were in 2014.

27.   PFZ acknowledges that it did not show or provide copies of all the requested records. However, it says Mrs. Narodowski’s request is “absurd”. I find by this it means it is onerous.

28.   I turn to the applicable law. Section 20 of the SA identifies which records a society must keep. Under section 20(1)(i), a society must keep the minutes of each general meeting, including the text of each resolution voted on at the meeting. Under section 20(1)(b)(ii), a society must also keep each certified copy, furnished to the society by the registrar, of the bylaws of the society.

29.    Section 20(2)(a) says that a society must keep the minutes of each meeting of directors, including a list of all of the directors at the meeting and the text of each resolution voted on at the meeting. Section 20(2)(b) says that a society must keep a copy of each consent resolution of directors and a copy of each of the consents to that resolution.

30.   Section 21(a) says that a society is not required to keep a record if it is no longer relevant to the activities or internal affairs of the society. Section 21(b) says that a society is not required to keep a record if 10 years have passed since the record was created or, if the record has been altered, since the record was last altered.

31.   Section 24(1) says a member may inspect a record kept under section 20(1). Section 24(2) says a member may inspect a records kept under section 20(2)(a) or 20(2)(b) that discloses a director's or senior manager's interest, or any record kept under section 20(2) unless the society's bylaws provide otherwise. Section 24(6) says that a society may impose a reasonable period of notice before which, and reasonable restrictions on the times during which a person, other than a director, may inspect a record. SA section 27 says a person entitled under SA section 24 to inspect a record can request a copy of the record, and the society must provide the person with a copy of that record.

32.   From the above, I find that PFZ must keep copies of the AGM minutes under section SA 20(1)(i). A member may inspect them under SA section 24(1) or request copies under SA section 27. Similarly, I find that PFZ must keep copies of minutes of each directors’ meeting under section 20(2)(a). Likewise, a member may inspect them under SA section 24(2)(a) or request copies under SA section 27. The bylaws do not restrict access to the records, so I find the exception under SA section 24(2)(b) does not apply. The requested minutes are not yet 10 years old and still relevant, so I find the exceptions of SA section 21 do not apply.

33.   I also find from the above that PFZ must keep copes of the 2014 bylaws under SA section 20(1)(b)(ii). These bylaws are not yet 10 years old and still relevant, so I find the exceptions of SA section 21 do not apply.

34.   I turn to the facts. As noted earlier, on January 26, 2022, Mrs. Narodowski emailed PFZ to request emailed copies of its board meeting minutes and AGM minutes for 2017 to 2022. Mr. Matuszewski replied for PFZ on February 19, 2022. PFZ refused to provide copes but said she could inspect them after obtaining a “permit to inspect documents”. In an April 10, 2022 email, PFZ subsequently invited Mrs. Narodowski to view the records on its desktop computer on April 20, 2022. She attended PFZ’s premises to view the records. The parties’ submissions indicate that PFZ’s secretary, JB, presented at least some of the requested minutes. Mrs. Narodowski requested written copies at the time, but it is undisputed that JB refused.

35.   The parties dispute whether JB presented some or all the requested minutes. Ultimately, I find nothing turns on this. This is because I find that PFZ clearly breached SA section 27 on February 19 and again on April 20, 2022, by refusing to provide Mrs. Narodowski copies of records I find Mrs. Narodowski is entitled to, namely the minutes. I find there was no legal reason for PFZ to deny her request. So, I find she is entitled under SA section 27 to receive copies of all general meeting minutes from 2017 to 2022, all board meeting minutes from January 1, 2017 to May 31, 2022, and a copy of the bylaws as they were in 2014.

36.   I find it unclear if Mrs. Narodowski also requested a copy of the 2014 bylaws from JB on April 20, 2022, but as Mrs. Narodowski is entitled to them in any event, I find it appropriate to order PFZ to provide a copy to expedite the resolution of this dispute.

37.   As stated earlier, PFZ says the request is absurd. However, PFZ did not provide any evidence to show that complying with Mrs. Narodowski’s request would be impractical or unreasonable. I note that PFZ may charge a reasonable fee under SA section 27(3) for copies if cost is an issue. However, it did not ask for any such fees.

38.   PFZ also says that a member cannot request minutes for meetings they “did not participate in”. I disagree as the SA does not say this. Further, I find it would be reasonable and a rational objective of the SA for members to request records about meetings they never attended. This would allow them to inform themselves of what transpired.

39.   For all those reason, I order PFZ to provide Mrs. Narodowski, within 30 days, with copies of the following:

a.    all general meeting minutes for PFZ, including the text of each resolution voted on at the meeting, from 2017 to 2022,

b.    all board meeting minutes, including a list of all of the directors at each meeting and the text of each resolution voted on at each meeting, from January 1, 2017 to May 31, 2022, and

c.    PFZ’s bylaws, certified and furnished to PFZ by the registrar in 2014.

40.   As I find PFZ breached the SA, I order that PFZ must not charge Mrs. Narodowski any fee for providing the above-mentioned records. I make no findings about whether any future requests are subject to a reasonable fee.

Issue #2. Are the bylaws amendments of the January 2022 AGM, registered on March 25, 2022, valid?

41.   Bylaw alterations must be authorized by special resolution under SA section 17(2) and filed with the registrar under SA section 17(3). Under the SA, a special resolution is defined to include a resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members. SA section 78 says that notice of a general meeting must include the text of any special resolution to be submitted to the meeting. The text of special resolutions should generally not be amended at a general meeting. See Armstrong v. Clark et al, 2002 BCSC 730 at paragraph 30.

42.   Mrs. Narodowski says the January 2022 AGM notice package did not contain the proposed bylaw amendments. Rather, she says the amendments were first introduced at the January 2022 AGM. She says PFZ therefore breached SA section 78.

43.   I find PFZ’s submissions are generally consistent with Mrs. Narodowski’s submissions on this issue. PFZ says its Motions Committee presents the resolutions and motions at the AGM for members to vote on. There is no indication that PFZ or the Motions Committee ever provide any members notice of the proposed text before the AGM. However, PFZ says that Mrs. Narodowski “waived” any requirement for PFZ to comply with SA section 78 by voting at the January 2011 AGM. A copy of the January 2011 AGM minutes shows Mrs. Narodowski was a board member at the time. PFZ says it proceeded with special resolutions in a similar manner at the 2011 AGM.

44.   A copy of the January 2022 AGM notice package, dated December 7, 2021, is in evidence. It consists of 2 pages and does not include any proposed amendments to the bylaws. Given this, and the submissions above, I find that PFZ breached SA section 78.

45.   I disagree that Mrs. Narodowski “waived” the current breach at issue about a decade ago, in January 2011. There is nothing in fact or law to suggest she could do so.

46.   Had PFZ provided notice of the text of the special resolution, and simply made minor corrections to typos and references at the January 2022 AGM, I might have decided that no remedy was required. This is because, as a general principle, courts and by extension the CRT, should be reluctant to intrude into a society’s affairs and impose resolution. Society members should generally control their own affairs. See Hong and Jung v. Young Kwang Presbyterian Church, 2006 BCSC 376. However, I find the lack of notice to the members of the proposed text would potentially frustrate such an aim, so I find the breach is sufficiently severe to warrant a remedy.

47.   Mrs. Narodowski says the bylaw amendments must be done properly. So, I find the appropriate remedy is to allow the members to vote again, after being fully informed. I order PFZ to hold an SGM within 120 days to vote on a special resolution to adopt the bylaw amendments invalidly passed at the January 16, 2022 AGM.

48.   I order that PFZ must include the text of the bylaw amendments to the notice of the SGM.

49.   I order PFZ to immediately stop applying the same bylaw amendments unless and until members pass a special resolution adopting them.

50.   I found Mrs. Narodowski’s claim unclear on whether she requests a declaration that the amendments are invalid. I also find it unnecessary given the wording of my order. So, I decline to do so.

Issue #3. Are the bylaws amendments of the January 2018 AGM, registered on November 28, 2018, valid?

51.   Mrs. Narodowski says that PFZ similarly breached SA section 78 for the AGM of January 14, 2018. She says the notice package for the January 2018 AGM lacked the proposed bylaw amendments that would be voted on. This is significant because Mrs. Narodowski says that PFZ amended bylaw 3(3) at the January 2018 AGM. As noted above, the origin of this dispute is related to the current wording of bylaw 3(3). It says that members are obligated to participate in PFZ’s general meeting, and 3 ordinary members’ meetings held during a calendar year.

52.   PFZ denies this but does not substantially address this issue in submissions.

53.   The parties did not provide a copy of the notice for the January 2018 AGM. However, the January 14, 2018 AGM minutes are in evidence. They show that the Motions Committee received a “single extraordinary motion” to amend bylaws 1, 2, 3, and 5. The exact changes are not stated in the minutes. They were voted on and passed unanimously by the members.

54.   Given that the Motions Committee presented an “extraordinary motion” and given PFZ’s submissions above on how the Committee works, I find it likely that PFZ did not include the text of the bylaw amendments that would be voted on at the meeting. For the same reasons stated above, I find the lack of notice is severe and warrants a remedy. I find the appropriate remedy is to allow the members to vote again, after being fully informed, under terms similar to those stated above. I order PFZ to hold an SGM within 120 days to vote on a special resolution to adopt the bylaw amendments invalidly passed at the January 14, 2018 AGM.

55.   I order that PFZ must include the text of the bylaw amendments to the notice of the SGM.

56.   I order PFZ to immediately stop applying the same bylaw amendments unless and until members pass a special resolution adopting them.

57.   For the same reason stated above, I decline to declare the amendments as invalid.

Issue #4. Is the Internal Tribunal valid under the bylaws?

58.   As noted above, PFZ’s Internal Tribunal suspended Mrs. Narodowski in a May 3, 2022 letter. Mrs. Narodowski says the Internal Tribunal is invalid because its members were not properly elected at the January 2022 AGM, as required under the bylaws. She seeks an order for a declaration that the Internal Tribunal is invalid. She also says that its decisions are a nullity and asks that her suspension be reversed.

59.   PFZ disagrees with Mrs. Narodowski but did not directly address these arguments.

60.   As noted earlier, bylaw 6(D) says that PFZ elects a 5-member Internal Tribunal for a term of 2 years at the AGM. PFZ’s document shows that the Internal Tribunal’s current members are BC, JS, BM, SP, and ES. I note that the January 2018 AGM minutes indicate it was not a bylaw that was amended, so I have proceeded on the basis that it is valid.

61.   Mrs. Narodowski says that 2 members put themselves forward for election at the January 2022 AGM, and 3 other members were appointed by PFZ’s president. PFZ’s submissions do not say precisely what happened. So, I have relied on January 2022 AGM minutes. They state that BC, SP and BM were “appointed” as Internal Tribunal members. There is no indication how, or when, JS and ES became members. There is no indication in the AGM minutes that PFZ held any elections to select Internal Tribunal members.

62.   On possible explanation is that JS and ES were previously elected in 2021 and continued to serve their 2-year term. However, there is no submission or evidence to show that was the case.

63.   The bylaws do not allow Internal Tribunal member appointments. So, I find PFZ breached its bylaws, and so the current Internal Tribunal is invalid. I might have concluded differently if, for example, PFZ adjourned the Internal Tribunal elections and held them at an SGM. That did not happen here.

64.   I turn to the appropriate remedy. The CRT can only make a declaratory order if it is incidental to a claim over which the CRT has jurisdiction. See The Owners, Strata Plan VR320 v. Day, 2023 BCSC 364, at paragraph 54. I find this requested remedy is incidental to another claim. This is because Mrs. Narodowski says PFZ should reverse her suspension, and I find the declaratory order incidental to this claim. So, I declare that the Internal Tribunal is invalid. For readability, I discuss the suspension below as a separate issue.

 

 

Issue #5. Must PFZ reverse Mrs. Narodowski’s suspension?

65.   Mrs. Narodowski says PFZ should overturn her suspension, both because the Internal Tribunal is invalid, and because PFZ disciplined her in breach of SA section 70(3). For reference, SA section 70(1) allows a society’s bylaws to provide for the discipline or expulsion, or both, of members. It also says that, unless the bylaws state otherwise, a member of the society may be disciplined or expelled by special resolution. SA section 70(3) says that before doing so, the society must send the member written notice of the proposed discipline or expulsion, including reasons, and give the member a reasonable opportunity to make representations to the society about the proposed discipline or expulsion.

66.   As the Internal Tribunal is invalid, I find its decisions are a nullity. So, I order PFZ to reverse its May 3, 2022 decision to suspend Mrs. Narodowski.

67.   Alternatively, I would reverse the suspension because the bylaws did not allow the Internal Tribunal to suspend members at the time. Bylaw 12(4) says that the Internal Tribunal may “arrive at a verdict by majority vote”. However, the bylaws do not say what powers the Internal Tribunal has. So, even if the Internal Tribunal was validly constituted in May 2022, I would find it did not have the authority to suspend Mrs. Narodowski.

68.   PFZ provided an excerpt from the more current version of bylaw 12(9), dated March 25, 2022. Bylaw 12(9) says the Internal Tribunal may impose certain penalties, including suspension. However, bylaw 12(9) did not exist when the Internal Tribunal suspended Mrs. Narodowski. So, I find it did not have these powers at the time.

69.   For all those reasons, I order PFZ to reverse Mrs. Narodowski’s suspension, imposed on May 3, 2022.

Issue #6. Should I order PFZ to comply with bylaws 3(7), 10(9), and SA section 70(3), or order PFZ’s executive and its board of directors to “uphold” bylaws 3(7) and its constitution?

70.   Mrs. Narodowski seeks an order for PFZ to comply with bylaws 3(7), 10(9), and SA section 70(3). Bylaw 3(7) says each member shall acquaint non-members with the ideals of PFZ and attempt to have them join PFZ. Bylaw 10(9) says that if any accepted member or members “act behind” PFZ or does not fulfill their obligations, the President “may filed his case the member is suspend pending the decisions of Tribunal”. There are clearly grammatical errors, but I find this means the President, as defined in the bylaws, may suspend a member pending a decision by the Internal Tribunal. SA section 70(3) I have quote earlier.

71.   Some of Mrs. Narodowski’s submissions suggest that this claim is related to PFZ’s decision to reject 6 candidates she put forward for membership. Her complaints about this are outlined in an April 18, 2022 letter to the Internal Tribunal.

72.   In general, the CRT does not order societies to comply with the SA or its bylaws. This is because it must already do so. Here, I decline to make the requested orders about bylaws 3(7), 10(9), and SA section 70(3) for that reason. I note that I have already ordered PFZ to reverse Mrs. Narodowski’s suspension for other reasons. Mrs. Narodowski also did not ask for any specific remedy about the 6 candidates, so I decline to make any orders about them. I find that making the requested order under these circumstances would serve no useful purpose.

73.   Mrs. Narodowski also requests an order for PFZ’s executive and its board of directors to “uphold” bylaws 3(7) and its constitution. I decline to make the requested order because I find the term uphold is vague and unenforceable. As noted above, PFZ must already comply with bylaw 3(7) and I find the same reasoning applies to its constitution.

74.   I dismiss this claim.

CRT FEES AND EXPENSES

75.   Under section 49 of the CRTA, and the CRT rules, the CRT will generally order an unsuccessful party to reimburse a successful party for CRT fees and reasonable dispute-related expenses. I see no reason in this case not to follow that general rule.

76.   I find Mrs. Narodowski has been largely successful. So, I order PFZ to reimburse her $250 in CRT fees. PFZ did not pay any CRT fees. Mrs. Narodowski also claims $922.50 in translation fees and $11.36 as the cost for sending a registered letter. I find these amounts are supported by receipts. I also find these amounts were reasonably necessary. This is because I would have been unable to understand numerous key documents without translation. So, I award reimbursement of $933.86.

77.   PFZ also claim for reimbursement of $680.55 in translation fees. While I find these amounts were also reasonably necessary, I decline to award reimbursement because Mrs. Narodowski was largely successful. I find she reasonably had to apply for dispute resolution in order to obtain at least some of the remedies in this dispute. So, I dismiss PFZ’s claim for reimbursement of $680.55 in translation fees.

ORDERS

78.   Within 30 days, PFZ must provide Mrs. Narodowski copies of the following:

a.    all general meeting minutes for PFZ, including the text of each resolution voted on at the meeting, from 2017 to 2022,

b.    all board meeting minutes, including a list of all of the directors at each meeting and the text of each resolution voted on at each meeting, from January 1, 2017 to May 31, 2022, and

c.    PFZ’s bylaws, certified and furnished to PFZ by the registrar in 2014.

79.   PFZ must not charge Mrs. Narodowski any fee for providing the above-mentioned records.

80.   PFZ must hold an SGM within 120 days to vote on a special resolution to adopt the bylaw amendments invalidly passed at the January 16, 2022 AGM. PFZ must include the text of the bylaw amendments in the notice of the SGM, and PFZ must immediately stop applying the same bylaw amendments unless and until members pass a special resolution adopting them.

81.   PFZ must hold an SGM within 120 days to vote on a special resolution to adopt the bylaw amendments invalidly passed at the January 14, 2018 AGM. PFZ must include the text of the bylaw amendments in the notice of the SGM, and PFZ must immediately stop applying the same bylaw amendments unless and until members pass a special resolution adopting them.

82.   PFZ must immediately reverse Mrs. Narodowski’s suspension imposed on May 3, 2022.

83.   Within 30 days of the date of this order, PFZ must pay Mrs. Narodowski a total of $1,183.86, broken down as follows:

a.    $250 for reimbursement of CRT fees, and

b.    $933.86 for dispute-related expenses.

84.   Mrs. Narodowski is entitled to post-judgment interest under the Court Order Interest Act.

85.   I dismiss Mrs. Narodowski’s remaining claims.

86.   I dismiss PFZ’s claims for reimbursement of dispute-related expenses.

 

87.   Under section 57 of the CRTA, a validated copy of the CRT’s order can be enforced through the British Columbia Supreme Court. Under section 58 of the CRTA, the order can be enforced through the British Columbia Provincial Court if it is an order for financial compensation or return of personal property under $35,000. Once filed, a CRT order has the same force and effect as an order of the court that it is filed in.