Executive Summary: Key Legal and Evidentiary Issues

• Damon Atwood's application to amend the National Police Federation's articles of incorporation was dismissed on May 26, 2026.
• Central to the dispute was whether the NPF's Nominations and Elections Committee's independence could be entrenched through a special resolution.
• The court found the proposal illegal because it sought to restrict the Board of Directors' powers without a unanimous member agreement, as required by s. 170 of the Canada Not-for-Profit Corporations Act.
• Atwood's proposal was also found to improperly remove core fiduciary responsibilities of the Board under the Act.
• Costs were assessed on a partial indemnity basis rather than substantial indemnity, as the court found the application was not brought in bad faith.
• Limited jurisprudence on the interpretation of the Canada Not-for-Profit Corporations Act was a relevant factor in the costs determination.

Facts of the case

Damon Atwood, a self-represented applicant, brought an application against the National Police Federation (NPF) seeking to advance a proposal at the NPF's Annual General Meeting. The proposal aimed to amend the NPF's articles of incorporation in order to entrench the independence of its Nominations and Elections Committee (NEC). The NPF resisted the proposal, and the matter proceeded to the Ontario Superior Court of Justice before Justice A. Doyle.

Statutory provisions and governance framework at issue

The key legislative provision at issue was s. 170 of the Canada Not-for-Profit Corporations Act, S.C. 2009, c. 23. The court found that any restriction on the powers of the Board of Directors requires a unanimous member agreement under that provision. Atwood's proposal, advanced as a special resolution, did not meet this requirement. The court also considered the Board's core fiduciary responsibilities as established under the Act, which the proposal sought to curtail.

Court's reasoning and analysis

Justice Doyle found that the NPF had lawful grounds to refuse the proposal, both because it was advanced as a special resolution — an improper vehicle for such an amendment — and because it was substantively illegal in seeking to restrict the Board's powers without a unanimous member agreement. The court further found that the proposal attempted to remove core fiduciary responsibilities of the Board contrary to the Act. On the issue of costs, the court declined to award costs on a substantial indemnity basis despite the NPF's request for $32,779.56. Atwood was found not to have acted in bad faith, as he genuinely believed the articles could be amended by special resolution based on his reading of the Act. The court also acknowledged a dearth of jurisprudence on the interpretation of the Act, and noted that the NPF's actual legal costs exceeded $42,469.73 — work mostly carried out by junior counsel and ultimately borne by NPF members through their dues.

Ruling and overall outcome

The court dismissed Atwood's application and ordered that he pay costs to the NPF, the successful party, on a partial indemnity scale fixed at $20,000 — the amount a losing party might reasonably anticipate having to pay in the circumstances.