This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about your board and members’ meetings.
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.
Electronic board and member meetings
Nonprofits may hold meetings electronically even if their bylaws do not allow it. This information applies as part of the temporary emergency measures adopted during the COVID-19 Pandemic. The following information is currently in force until September 30, 2023.
You can now hold meetings online or by phone. In order for them to be valid, participants must be able to speak, listen to, or live chat each other at the same time.
There is no rule about this. Your board can meet as often as it needs to, however there is usually at least one meeting before and after the Members’ meeting.
You can hold board meetings anywhere that your bylaws allow, unless your articles say something else (sections 34).
Yes, unless your bylaws say you cannot. (section 34).
However, the Act says that any phone or electronic tools you use must allow “all participants to communicate adequately with each other during the meeting.” Practically speaking, Directors should only vote by phone or electronically if:
- You can verify the identity of the voter.
- You cannot tell how each vote was cast.
Your bylaws will say what notice the board requires for board meetings, unless your articles say something else (section 34).
Directors have the right to waive or choose not to get notice of board meetings. If they decide not to get notice, it is better that they do it in writing.
If a director who did not waive their right to notice attends a board meeting that they did not get a notice for, they are assumed to have waived their right to notice (section 34).
Directors must hold an annual members’ meeting once every 15 months at least. Directors may call a special meeting of the members at any time (section 52).
Members’ meetings must be held in Ontario.
If your bylaws do not specify a place for members’ meetings, the directors may decide on a place (section 53).
Yes, unless your bylaws say you cannot (Section 53).
Yes, you must discuss the following at your members’ annual meeting (Section 55):
- your financial statements
- the report from an audit or review engagement, if there is one
- any resolution to have a review engagement instead of an audit, or any resolution to not have an audit or a review engagement
- electing directors
- appointing or reappointing an auditor or someone to conduct a review engagement.
Members must receive notice at least 10 days before a meeting. And they cannot get a notice more than 50 days before one (Section 55).
Along with a notice of the meeting, you need to give members the text of any special resolutions that will be voted on at the meeting. You must also give them enough detail about the special resolution so that they can understand it and decide whether or not they support it. (Section 55).
You must also send members your financial statements, or a summary of them, at least 5 days before your annual meeting (Section 84).
You have to follow what your bylaws say about how you give notice to members about meetings (section 196). If your bylaws don’t say anything, then you may give notice in person or to the last address you have on record for that member by prepaid mail, personal delivery, or electronically.
You have to send notice to all the following individuals or organizations (Section 55):
- all voting members
- any other members who have the right to receive a notice of the meeting according to your bylaws
- all directors
- your auditor, if you have one
You can set a “record date” in your bylaws or by resolution to decide which members have the right to attend your next members’ meeting. For example, your record date can be 3 weeks before a members’ meeting. This means anyone who becomes a member in the 3 weeks just before the meeting doesn’t get the notice about the meeting and cannot attend. (Section 54).
Your record date can be in your bylaws, or you can decide on one by passing a resolution.
The ONCA says that members can waive or choose not to get a notice of meeting. This means they don’t want to get notices of member meetings.
If a member who did not waive their right to notice attends a member meeting that they did not get a notice for, they are assumed to have waived their right to notice (section 34).
The ONCA affects meetings in other ways. Learn more.
The ONCA affects financial reviews in other ways. Learn more.