Mandatory bylaw rules

Mandatory bylaw rules

The only bylaw that all organizations must have is one that describes the conditions for membership in the organization, including whether a corporation can be a member. (Section 48(1))

However, if you have more than one class of member, then your bylaws must also describe the following:

  • the conditions for membership in each class
  • what is needed to withdraw from or transfer to a class
  • how to withdraw from or transfer to a class
  • how membership ends: the conditions for membership ending in each class (Section 48(3))

Similarly, if your articles or bylaws give directors or members the power to discipline or expel members, then your bylaws must describe the circumstances in which those powers can be used and the ways they can be used. (Section 51 (1))

Mandatory ONCA rules

The ONCA sets out some mandatory rules for:

  • directors
  • members
  • meetings

Neither your articles nor your bylaws can override these mandatory ONCA rules.


Under the ONCA:

  • Your organization must have at least three directors. (Section 22)
  • Directors’ terms cannot be longer than four years. (Section 24)
  • Only one-third of the directors of a public benefit corporation may be employees of the organization or of any of its affiliates. (Section 23(3))
  • Members elect directors as needed by ordinary resolution (majority vote) at annual meetings. (Section 24)
  • To fill vacancies between annual meetings, a quorum of directors may appoint only up to one-third of the number of directors that were elected at the last annual meeting. (Section 24)
  • If there is any disagreement about a director’s election or appointment, the director may apply to a court to have a judge settle the dispute. (Section 31(1))
  • Directors must disclose to the organization any personal interests they have in any transaction with the organization. (Section 41)
  • Members may remove a director by a majority of votes. (Section 26)


Under the ONCA:

  • At least one member class must have the right to vote. (Section 48)
  • Organizations must provide their members with one copy of the articles and bylaws on request and free of charge. (Section 95)
  • All members and their legal representatives are entitled to a list of the current members’ names and addresses for purposes related to the organization’s activities. (Section 96)
  • Members have the right to confirm, reject, or change the directors’ amendments to the bylaws. (Section 17(2))
  • Members may remove a director by a majority of votes. (Section 26)
  • Members may apply to the court to resolve any controversy with respect to an election or appointment of a director of the organization. (Section 31(1))


Under the ONCA:

  • No person shall act for an absent director at a board meeting. (Section 23(5))
  • Organizations must hold an annual members’ meeting at least every 15 months. (Section 52)
  • Directors may call a special meeting of the members at any time. (Section 52)
  • Organizations must send their members notice of upcoming member meetings and a proxy form at least 10 days before but not earlier than 50 days before the meeting. (Section 55, Section 64, and Section 65)
  • Organizations must send its members a copy of its financial statement at least 21 days before its annual meeting. The regulations may change this rule, but they haven’t been published yet. (Section 84)
  • All voting members have the right to submit proposals for discussion at members’ meetings, and proposals may be put into effect if passed. (Section 17(6) and Section 56).
  • Members may vote by proxy if the articles or bylaws allow it. (Section 64 and Section 65)
  • Directors are entitled to attend and be heard at members’ meetings. (Section 33)

Reviewed: May 2014