Default bylaw rules

Directors

According to the ONCA:

  • Directors do not have to be members of the organization. (Section 23(2))
  • There is no limit to the number of times that a director may be re-elected. (Section 24(1))
  • Unless the bylaws state otherwise, directors may change your bylaws, subject to the members’ approval. (Section 17(1))
  • A director may receive reasonable payment and expenses for any services to the organization that he or she performs in any other capacity. (Section 47(2)) (Note: Charity law does not allow directors of registered charities to be paid, except for reimbursement of expenses.)
  • The board, a director, or a committee of directors may, without authorization from the members, conduct financial affairs such as borrowing or pledging money, debt or other assets on behalf of the organization. (Section 85(1))
  • Directors may make a statement to the organization about their reason(s) for resigning or for opposing their removal. (Section 27(1))


Members

According to the ONCA:

  • Memberships may be transferred only to the organization. (Section 48(8))
  • Together, 5% of voting members may nominate a director. Your bylaws may specify a lower percentage. (Section 56(5))
  • A member may receive reasonable payment and expenses for any services to the organization that he or she performs in any other capacity. (Section 47(2))
  • Members may be required to make an annual contribution or pay annual dues to the organization. (Section 86)
  • A membership ends when: (Section 50(1))
    1. the member dies or resigns
    2. the member is expelled
    3. the member’s term of membership expires
    4. the organization is liquidated or dissolved


Officers

The ONCA says:

  • The same person may hold two or more offices of the nonprofit. (Section 42(1)(c))
  • An officer may receive reasonable payment and expenses for any services to the nonprofit that he or she performs in any other capacity. (Section 47(2))
  • The board may delegate to an officer, without authorization from the members, the power to conduct financial affairs such as borrowing or pledging money, debt or other assets on behalf of the nonprofit.  (Section 85(1))


Meetings

The ONCA sets out the following rules for:

Directors’ Meetings

  • The directors may meet at any place. (Section 34(1))
  • Subject to the articles or the bylaws, a quorum of the directors is a majority of the current directors. If your articles specify a minimum number of directors, then a quorum is the majority of that minimum number. (Section 34(2))
  • A quorum of the directors may exercise all of the powers of the directors. (Section 34(2))
  • If all of the directors agree, directors may participate in a meeting by telephone or other electronic means. (Section 34(6))

Members’ Meetings

  • Together, 10% of voting members may demand that the directors call a members’ meeting. Your bylaws may specify a lower percentage. (Section 60(1))
  • A quorum for a members’ meeting is a majority of the members entitled to vote at the meeting, whether they are present in person or by proxy. Your bylaws may specify a different quorum. (Section 57(1))
  • A members’ meeting may proceed if there is a quorum at the opening of the meeting even if a quorum is not present throughout the meeting. (Section 57(2))
  • Anyone entitled to attend a members’ meeting may participate in the meeting by telephone or other electronic means if the nonprofit makes such means available. (Section 53(4))
  • Voting at a members’ meeting must be by show of hands unless a voting member demands a ballot. (Section 58)
  • If a members’ meeting is adjourned for less than 30 days, it is not necessary to issue a notice of the meeting’s continuation. (Section 55(5))
  • A member who submits a proposal for discussion at a meeting must pay any cost of including the proposal and any statement in the notice of the meeting. (Section 56(4))

Reviewed: May 2014