Disciplining members and limiting their rights

This page tells you what a nonprofit can do to protect against difficult members.

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 articles of amendment with the Ontario government and update your bylaws so that they comply with ONCA. Until then, the rules in your letters patent and bylaws continue to be valid as long as they comply with the Corporations Act.

Members have many rights and powers. For example, it’s possible that a small minority of members could plan a takeover by voting in a completely new board, or take your nonprofit in new directions. To prevent this from happening, you can do things like:

  • clearly say who can become a member
  • set a higher quorum
  • don’t allow proxy voting or voting by mail or other means
  • set a record date that says who has the right to vote at a members’ meeting
  • set up a members’ code of conduct and give directors the power to discipline members that don’t follow it

Of course, all limits should be transparent and fair. Visit this page to learn more about membership structures.


Unless your articles or bylaws say they cannot, directors can say that members must pay an annual membership fee. They can also say how members must pay these fees or dues (section 86).

Yes, but only if your articles or bylaws allow directors to discipline a member or to end their membership. If your articles or bylaws give directors this power, they must also describe when and how this power may be used (section 51).

Reviewed: 2022-10-27