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Board Meetings

This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about board meetings. Electronic meetings are held online or by phone, or they can be hybrid. Hybrid means that people can join the meeting in person, online, or by phone.

If you incorporated before 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 bylaws or articles with the Ontario government. Until then, the rules in your documents continue to be valid. This is true as long they were valid before the ONCA took effect.

How often do we need to have board meetings?
There is no rule about this. Your board can meet as often as it needs to. Some nonprofits hold monthly board meetings while others hold board meetings quarterly.
The board usually holds at least one meeting before the Annual General Meeting [AGM] to approve financial statements. And it holds another one after the AGM to appoint officers.
If our directors are the only members we have, do we need to have separate board and members meetings?
Yes.
Directors and members have different legal duties.

When all the directors of a nonprofit are also its members and there are no members who are not directors, the nonprofit has what’s called a self-perpetuating board.

Where do we have to hold our board meetings?
You can hold board meetings anywhere that your articles or bylaws allow (Section 34).
Can we hold board meetings electronically?
Yes. Read more about this in electronic meetings.
Can we hold board meetings by email?
No. Read more about this in electronic meetings.
Can the board vote by email?
No. Read more about this in electronic meetings.
How much notice must directors get for board meetings?
ONCA says that directors must receive notice of board meetings. ONCA does not say how much notice they need to get. Your bylaws or articles may say what notice is required for board meetings (Section 34).
Can directors choose not to get notice of board meetings and how do they do this?
Directors can waive or choose not to get notice of board meetings. If they decide not to get notice, they must say this in writing.
Even if they have waived notice of board meetings, each director needs to know when meetings are called and get time to review any materials provided in advance of board meetings.
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).
What is a quorum for a board meeting?
Read about this in Voting and Quorum.
What if we do not have quorum at a board meeting?
If there are not enough directors present for quorum, then the board is not allowed to conduct any business. The only thing the board can do is choose a date and time for another meeting. No final decisions can be made at a board meeting if there is no quorum at that meeting.
Read more about this in Voting and Quorum.
Does the public have a right to attend to a board meeting?
No.
ONCA says the public does not have a right to attend board meetings. But your bylaws or articles can allow this.

Reviewed: 2024-06-05