Executive Summary: Key Legal and Evidentiary Issues

• Legality of the board’s actions in convening an extraordinary general meeting and appointing a new president after the incumbent failed to call the meeting as required by COPAQ’s “statuts et règlements”.
• Validity of Frank Eboa’s continued claim to be president after the expiry of his two-year mandate and the regular formation of a new board and president in 2024.
• Extent of an administrator’s fiduciary duties of prudence, diligence, honesty and loyalty under arts. 321–322 C.c.Q. in managing a publicly funded non-profit’s finances.
• Evidentiary significance of unexplained cash withdrawals, Interac transfers to individuals and private businesses, and use of public subsidies where the organization was largely inactive.
• Impact of the absence of accounting records, financial statements and annual audits, contrary to the internal rules (arts. 31 and 33 des statuts et règlements), on the assessment of mismanagement.
• Appropriateness of awarding extra-judicial professional fees under art. 342 C.p.c. versus limiting recovery to the monetary mismanagement claim plus ordinary court costs.

Factual background and governance dispute

Le Conseil panafricain de Québec (COPAQ) is a Quebec non-profit corporation whose mission is to unite and support African associations and communities in Québec City and to promote their socio-economic integration and representation in the host society. Its corporate objectives are set out in article 5.2 of its “statuts et règlements”, which list a broad range of purposes including solidarity, anti-discrimination efforts, support for entrepreneurship and promotion of African culture. The objectives are expressly non-exhaustive.

The organization is governed by a board of directors whose members are elected for renewable two-year terms under article 29.1 of the by-laws. At a general assembly held on 29 May 2020, Frank Eboa was elected by acclamation as president of COPAQ and officially held that office from 29 May 2020 to 29 May 2022. Despite the end of his mandate and the absence of a proper renewal process in accordance with the by-laws, he continued to present himself as president of COPAQ.

COPAQ’s by-laws also regulate member meetings. Article 10.2 requires an annual general assembly within four months of the financial year-end. Article 11 allows the board, through its president, to convene an extraordinary general meeting, and obliges the president to call such a meeting within five days of a written request signed by at least 25% of regular members or 50% of board members. If the president fails to do so, the signatories may themselves convene the meeting, which must be limited to the subjects specified in the notice of meeting.

On 26 August 2024, 11 of the 18 members requested that Mr. Eboa convene an extraordinary general meeting under article 11. The request was sent by registered mail to the last address listed at the enterprise register, an address linked to a member of Mr. Eboa’s team, and was delivered on 3 September 2024. At the interlocutory stage, Mr. Eboa admitted that the letter reached him about a week later via that intermediary, but he took no action to convene the meeting. Once the five-day by-law period had long since expired, the signatories themselves convened the extraordinary general meeting, which was held on 19 October 2024. At that meeting, a new board of directors was formed, and the court later concluded that this board was regularly constituted. On 25 October 2024, Mr. Mbaï-Hadji Mbaïrewaye was duly elected president of COPAQ.

Evidence from Mr. Mbaïrewaye indicated that, by the end of Mr. Eboa’s tenure and thereafter, activities no longer aligned with COPAQ’s stated objectives in article 5.2. During Eboa’s administration and up to 2024, no accounting books were kept contrary to article 31 of the by-laws, which requires the treasurer, under the board’s supervision, to maintain records of all funds received or spent, property held, debts and obligations, and all other financial transactions. Similarly, no annual financial statements were produced and no yearly examination of the books took place, in breach of article 33, which requires a financial review at each year-end by an auditor designated by the general assembly.

Interlocutory injunction and transfer of control

In June 2025, COPAQ brought a modified originating application seeking both permanent injunctive relief and damages. In the interim, the Superior Court granted an interlocutory injunction on 19 June 2025. The court ordered Mr. Eboa to return all official COPAQ documents in his possession, to provide access codes to COPAQ’s social media accounts, to take all steps necessary to transfer management of COPAQ’s bank account at Caisse Desjardins de Québec to the authorized representatives of COPAQ, and to cease presenting himself as holding any office on COPAQ’s board, including on social media.

Following this order, the bank transferred control of COPAQ’s account to the new leadership. Mr. Mbaïrewaye acknowledged that Mr. Eboa ultimately returned the Facebook page and a COPAQ computer. In a 7 July 2025 email to COPAQ’s counsel, Mr. Eboa stated that he was withdrawing from the ongoing judicial process, indicated that COPAQ needed to designate a Facebook administrator to whom his team would transfer the pages and information regarding the bank account, and identified a third-party resource who held certain COPAQ media and website access. He nevertheless specified that he would only make himself available, within the limits of his capacities, to provide information useful to COPAQ.

Request for permanent injunction

At the stage of the permanent injunction, COPAQ asked the court to make final the interlocutory orders requiring Mr. Eboa to transfer documents, access codes and banking powers, and to order that he no longer present himself as occupying any office within COPAQ unless and until he were duly elected or appointed in accordance with the by-laws.

By the time of the hearing on the permanent injunction on 6 March 2026, the evidence showed that the transfer of the bank account had been effected by the institution, the social media accounts and the computer had been remitted, and COPAQ was now operating normally under the 2024 board. Several grant applications had been submitted in the prior year and activities had resumed, with financial control back in the hands of the current leadership.

Crucially, COPAQ did not prove that Mr. Eboa was still publicly holding himself out as a board member or officer at that stage. Given that the interim orders had largely been executed and there was no current evidence of misrepresentation of office, the court considered that a permanent injunction was not warranted. The claim for permanent injunctive relief was therefore dismissed.

Financial management, alleged misappropriation and fiduciary duties

The main remaining issue concerned COPAQ’s monetary claim of 91,510.85 CAD against Mr. Eboa, along with an additional claim of 22,657.52 CAD in professional fees and costs. Once COPAQ regained control of its bank account at Caisse Desjardins de Québec, the board analyzed the transactions executed under Mr. Eboa’s administration between May 2020 and November 2024. They identified a series of what they considered “douteuses” or questionable operations and compiled them in a detailed table. This table was emailed to Mr. Eboa on 18 September 2025 with specific questions, but he never replied or provided any explanations.

The compiled transactions included large deposits and numerous withdrawals and transfers. They raised concerns about Interac transfers to the former treasurer, transfers to individuals and private companies unrelated to COPAQ’s mission, substantial cash withdrawals over a short period, hotel expenses outside Québec City, payments described as fines and Vidéotron payments even though COPAQ did not have a Vidéotron account. Some of the most striking items were: a 21,000 CAD automatic teller deposit in April 2021, about which the board questioned whether it was a grant and, if so, from whom; two large counter withdrawals in March 2022 totalling 15,000 CAD; two further counter withdrawals on 31 March 2022 totalling 20,000 CAD; and additional withdrawals in April 2022 such that in March and April 2022 alone there were six withdrawals amounting to 43,000 CAD, a significant sum for a community organization.

The board also pointed to government and program subsidies approaching 100,000 CAD, including a 41,995 CAD federal deposit in November 2021 and amounts from Groupe 3737 described as capacity building grants, at times when COPAQ had held no significant community activities between 2020 and 2024. The evidence showed that, despite these public funds, the account balance was negative (–10.82 CAD) at the time control was regained following the interlocutory injunction, whereas the balance at 1 June 2020, when Mr. Eboa took office, had been a positive 3,784.55 CAD.

Against this backdrop, the court applied articles 321 and 322 of the Civil Code of Québec, under which an administrator is deemed the mandatary of the legal person, must respect the obligations imposed by law, the constitutive act and the by-laws, act within the powers conferred and exercise prudence, diligence, honesty and loyalty in the best interest of the legal person. In the context of a non-profit funded by public monies, these duties impose a high standard of transparency and financial stewardship.

The judge found that Mr. Eboa had breached his duties of prudence and diligence as a fiduciary and mandatary. The complete absence of accounting records, financial statements and annual audits, in defiance of articles 31 and 33 of the by-laws, coupled with unexplained large cash withdrawals, transfers to insiders and private businesses, and unexplained use of substantial public subsidies while COPAQ was largely inactive, amounted to serious misconduct. The absence of any reddition de comptes in response to the board’s detailed questions was considered a grave failure of accountability.

On this basis, the court held that Mr. Eboa was accountable to COPAQ, its members and its board for his management of the organization’s assets. His failure to justify the contested transactions rendered him civilly liable for the disputed amount. The court therefore granted COPAQ’s monetary claim in full, awarding 91,510.85 CAD corresponding to the compiled questionable transactions.

Claim for extra-judicial professional fees and court’s discretion

Beyond the damages claim, COPAQ sought an additional 22,657.52 CAD, characterized as a “somme à parfaire”, representing professional fees and related costs as of 27 January 2026. COPAQ invoked article 342 of the Code of Civil Procedure, which allows a court, on its own initiative or on request and after hearing the parties, to sanction significant procedural misconduct by ordering a party to pay, as costs, a compensation corresponding to the other side’s professional legal fees, or, if unrepresented, compensation for time and work devoted to the case.

The court referred to the Court of Appeal’s decision in Biron v. 150 Marchand Holdings inc., which emphasizes that article 342 aims to discourage misuse of procedure and focuses on the party’s behaviour during the course of the proceedings, not its substantive position on the merits. A significant procedural breach is required to justify such a sanction.

The judge recognized that COPAQ had been compelled to initiate proceedings largely because of Mr. Eboa’s lack of cooperation in transferring control. However, she concluded that this alone did not automatically justify shifting all extra-judicial fees. Mr. Eboa had made representations at the interlocutory injunction stage that, although unsuccessful, fell within legitimate advocacy. He was not responsible for COPAQ’s later strategic changes regarding contempt proceedings or for the professional fees associated with a modified application and additional hearing necessitated by a January 27, 2026 judgment that had temporarily removed the case from deliberation due to procedural irregularities which COPAQ itself had to correct.

The court also noted that Mr. Eboa had officially withdrawn from the litigation on 7 July 2025, allowing the case to proceed by default. While he had not cooperated in developing the litigation protocol, his conduct did not reach the level of serious procedural misconduct that article 342 is designed to punish. As a result, the specific claim for 22,657.52 CAD in professional fees was rejected. COPAQ was instead awarded only the ordinary court costs (frais de justice) associated with its successful damages claim, the exact dollar value of which is not specified in the judgment and would be determined in the usual course of taxation.

Outcome and significance

In the result, the Superior Court dismissed COPAQ’s request for a permanent injunction but granted its civil liability claim in damages. The court ordered Frank Eboa to pay COPAQ 91,510.85 CAD, with legal interest and the additional indemnity provided by law from 28 March 2025, the date the originating application was served, together with ordinary court costs. The judgment therefore confirms that while injunctive relief may become unnecessary once interim orders are complied with and governance is regularized, former administrators of non-profits can still be held personally liable for unexplained and poorly documented financial management, especially where public funds are involved and internal by-law requirements for transparency have been disregarded. Overall, COPAQ emerges as the successful party with a total quantified monetary recovery of 91,510.85 CAD in principal damages, plus interest, statutory indemnity and recoverable court costs whose exact amount is not specified in the decision.