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Case Law re Wrongful Expulsion of Member from Charitable Company in Scotland
I would like to find Case Law relevant to the following situation.
Individual A was expelled from Membership of charity B. B is registered as a Scottish Charitable Incorporated Organisation and is therefore governed by Companies Act. Articles of Association specified a procedure for expulsion of Members (Special Resolution at a Members Meeting at which Member has the right to speak against the motion) but this procedure was not used by B (Board Resolution used instead, with no right to speak against the motion).
After A's wrongful expulsion B changed Articles of Association (apparently in accordance with existing provisions in Articles - viz Special Resolution at Members Meeting) to enable Board of Directors to expel any Member at their discretion if they have sufficient "concern" about the Member's conduct, without a General Meeting and with no right for the Member in question to speak against the motion.
Consequently if A applies to Court to challenge his expulsion as being a breach of the 'contract' for Membership (in Scots Law, the contract is an Obligation which does not require Consideration), asking for re-instatement as an Associate Member, and the Court orders A to be re-instated, then B could (presumably) use the new procedure to expel A lawfully immediately after re-instating A as an Associate Member. This appears to make the application to Court practically pointless. It is likely but not certain that the Board of Directors will expel A using the new procedure.
1. Is the Court likely to dismiss A's application for re-instatement because it might now be practically pointless due to the change of the Articles? Can A argue that, however slim his chance of avoiding expulsion by the hostile Board of Directors, he as something of value to gain from being re-instated?
2. Can A ask the Court for some remedy which will give him a measure of protection? - eg The right to attend and speak at one AGM before any expulsion by the Board of Directors?
3. Can A ask the Court for some remedy for the loss of his right to speak against the motion to change in the Articles (which, had he done so, might not have been carried)?
What Case Law is there (in any jurisdiction) which might constitute guidance on this dispute?
Individual A was expelled from Membership of charity B. B is registered as a Scottish Charitable Incorporated Organisation and is therefore governed by Companies Act. Articles of Association specified a procedure for expulsion of Members (Special Resolution at a Members Meeting at which Member has the right to speak against the motion) but this procedure was not used by B (Board Resolution used instead, with no right to speak against the motion).
After A's wrongful expulsion B changed Articles of Association (apparently in accordance with existing provisions in Articles - viz Special Resolution at Members Meeting) to enable Board of Directors to expel any Member at their discretion if they have sufficient "concern" about the Member's conduct, without a General Meeting and with no right for the Member in question to speak against the motion.
Consequently if A applies to Court to challenge his expulsion as being a breach of the 'contract' for Membership (in Scots Law, the contract is an Obligation which does not require Consideration), asking for re-instatement as an Associate Member, and the Court orders A to be re-instated, then B could (presumably) use the new procedure to expel A lawfully immediately after re-instating A as an Associate Member. This appears to make the application to Court practically pointless. It is likely but not certain that the Board of Directors will expel A using the new procedure.
1. Is the Court likely to dismiss A's application for re-instatement because it might now be practically pointless due to the change of the Articles? Can A argue that, however slim his chance of avoiding expulsion by the hostile Board of Directors, he as something of value to gain from being re-instated?
2. Can A ask the Court for some remedy which will give him a measure of protection? - eg The right to attend and speak at one AGM before any expulsion by the Board of Directors?
3. Can A ask the Court for some remedy for the loss of his right to speak against the motion to change in the Articles (which, had he done so, might not have been carried)?
What Case Law is there (in any jurisdiction) which might constitute guidance on this dispute?
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