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Range of Directors

On this page you will learn about having a range of directors for your nonprofit. 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. If you already had a range of directors as part of your bylaws in place before ONCA, then you may need to seek legal advice about their validity.

A nonprofit may want to have a range of directors because it can give you flexibility about your board of directors if your nonprofit grows or shrinks or merges with another nonprofit.

You have to include the number of directors in your articles. You can have a fixed number of directors or you can have a range of directors with at least a minimum of 3 directors.

You are no longer allowed to include the number of directors or a range of directors in your bylaws. If you want to have a range of directors and this is not in your articles, then you must amend your articles.

If the members do not pass a special resolution to fix the number of directors within the range, then the number of directors is equal to the number of founding directors listed in the articles.

The members need to pass a special resolution to either increase or decrease the number of directors within the range set out in the articles.

Members can either:

• pass a special resolution at a members’ meeting to fix the number of directors on the board within the range set out in the articles; or

• pass a special resolution that lets the board fix the number within the range.

After they pass the special resolution, members can elect new directors at the same meeting if the members increased the number of directors within the range; or, the members can wait until the next annual meeting to elect the additional directors.

For nonprofits with a range of directors in their articles, the quorum for board meeting is whatever you have said in your bylaws or articles.

If you have not set out a quorum in your bylaws or articles, then your quorum is a majority of the number of directors you have fixed within the range of directors set out in the articles.

Nonprofits with a range of directors set out in the articles must fix the number of directors within that range. But, if you have not fixed the number of directors within the range, then quorum is a majority of the minimum number of directors set out in the range in the articles.

For example, if your articles set out a range of a minimum of 7 directors and a maximum of 12 directors, and neither your bylaws or articles set a quorum for board meetings, and if your members have passed a resolution fixing the number of directors at 9 then the quorum is 5 (a majority of 9).

If the members have not passed a resolution fixing the number of directors within the range set out in the articles, then the default rule on quorum governs and quorum is 4 (a majority of 7).

Many nonprofits have a range of directors in their bylaws even though the Corporations Act said that nonprofits had to have a fixed number of directors, not less than 3.

Before ONCA, members could change their number of directors by passing a special resolution.
If a special resolution creating a range of directors has been incorporated into your bylaws, the bylaw may or may not be valid.

Here is what you can do to check:

• Try to find minutes of a members’ meeting where the number of directors within the range set out in the bylaws was fixed. That special resolution may be valid even if the part of your bylaws setting out a range may not be.

• If you cannot find a special resolution fixing the number of directors, then you should ask: has the same number of directors been elected by the members for the past several years? If the members have elected 7 directors over many different election cycles, then you may be able to say that you have 7 directors, even if the bylaws say something else.

• If no number of directors has been used consistently, then the number of directors set out in your letters patent may be the number of directors.

You may need to seek legal advice to help you figure out how many directors you need to have.

Reviewed: 2024-07-03