a product with a similar chemical profile to authentic icewine
using other methods. These products would pass a chemical analysis test, but would not have the distinctive sensory profile of
wines made according to the traditional method.
 Thus, I reject the submission that the taste test component
of the Approval Rule is ultra vires the VQAO’s authority.
The By-Law Provision Respecting Membership
 Section 6(2) of the Act provides that a wine authority may
only apply to the VQAO for approval to use the terms, descrip-
tions and designations if the manufacturer is a member of VQAO.
The Act does not define who may be a member, but does require
that the “wine authority” as defined in the Act be “a not-for-
profit corporation without share capital incorporated under the
laws of Ontario or Canada that operates in Ontario”. VQAO was
incorporated under the Corporations Act, s. 129(1)(a).
 Pursuant to its authority under the Corporations Act, the
VQAO passed General By-Law No. 1, s. 7.4.6 of which provides
7.4.6 Lapse of Membership A membership in VQA Ontario shall be terminated if the member has not obtained an authorization to use the terms,
descriptions or designations for VQA wines during any consecutive period of
 Section 7.7(b) of the same by-law provides that a member
whose membership has lapsed pursuant to s. 7.4.6 may reapply
for membership after paying the fees for the lapsed period. If that
member does not obtain an authorization to use the designated
terms for its wines within 60 days of reinstatement its membership shall lapse again.
 According to the Applicant, the VQAO exceeded its authority under the Act when it enacted s. 7.4.6 of the by-law. This section does not further the policy and objectives of the Act, and
is therefore ultra vires the authority granted to the VQAO under
 The respondents submit that since the by-law was made
under the Corporations Act, it cannot be challenged by way of
judicial review. If the by-law can be challenged by way of judicial
review, the standard of review that this court must apply is
reasonableness. Applying this standard, the by-law is within the
range of reasonable options that a specialized regulator may
choose to further the purposes of the Act.
 I do not propose to deal with the jurisdictional argument
since I accept that the appropriate standard of review is reasonableness and the by-law was a reasonable exercise of the