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Directors and officers

This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about directors and officers.

If you incorporated before ONCA was proclaimed on October 19, 2021, your bylaws or articles may not comply with the rules explained below. You have until October 18, 2024 to review, update, and file your governing documents with the Ontario government. Until then, the rules in your articles and bylaws continue to be valid. This is true as long they were valid before the ONCA took effect.

Directors

You must have at least 3 directors. Your articles can specify a minimum and maximum number of directors (section 22).

The maximum amount of time, or term, a director can serve for is 4 years, but there is no limit on how many times a director can be re-elected (Section 24). The default bylaw sets a one-year term for directors, or until the next election is held. However, you can change the length of your directors’ term in your bylaws.

No.

The length of your directors’ terms can be different. If you want to have a “rolling board” (Section 24), your directors must have different lengths of terms.

No.

But if you want them to be members, you have to put this in your bylaws (Section 23).

Yes.

Your bylaws can say a person can be a director because of their office (Section 23).

Usually, members elect directors by voting for them at annual meetings (Section 24). However, if a vacancy comes up between annual meetings, then a quorum of directors can appoint up to one-third of the directors that were elected at the last annual meeting (Section 28).

Directors appointed by the board during the year stay on the board only until the next annual meeting (Section 28).

Section 41 of the ONCA has rules about directors’ conflicts of interest. You must follow these rules. Your bylaws cannot say that they don’t apply.

Yes, employees can be directors.

For public benefit organizations, only one-third of the directors can be employees of the nonprofit or of any of its affiliates (section 23). An organization is considered an affiliate of a nonprofit if the nonprofit controls it, or they are both controlled by the same organization or person (Section 3).

Registered charities should be aware of charity law and CRA restrictions on directors as employees.

Yes.

You can pay directors, officers, and members a reasonable amount for the work they do in another capacity, and for the expenses they have when doing that work. But if your bylaws say you cannot pay them, then you cannot (section 47).

Registered charities should be aware of charity law and CRA restrictions on remuneration. For charities, in some situations, you can get permission from the Public Guardian and Trustee to pay your directors. You can’t pay them for the work they do as directors. For more information see this guide.

If an entire board resigns, the senior staff member becomes legally responsible for whatever the nonprofit does until the members meet and elect a new board of directors.

No, the ONCA says they won’t be one until they agree to it in writing, for example, in a letter. The letter can say: I, (INSERT NAME OF DIRECTOR), consent to act as director of (INSERT NAME OF NONPROFIT) beginning on (INSERT DATE OF ELECTION).

The director has to sign the letter, which must also include their mailing address. The nonprofit must keep their letter agreeing to be a director. (section 24).

Officers

Unless your articles or bylaws say they can’t do this, your directors can set up any office, appoint officers, say what their responsibilities are, and what authority they have (Section 42).

Yes.

Unless your articles or bylaws say they cannot be (Section 42).

Yes.

Unless your articles or bylaws say they cannot (Section 42).

Reviewed: 2021-11-16