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Members’ meetings

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

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.

Members’ meetings

Directors must hold an annual members’ meeting , also called an Annual General Meeting (AGM) once every 15 months at least and within 6 months of the end of the last fiscal year (section 52 and 83).

Directors, or exceptionally members, can call a special members’ meeting at any time (section 52). Members can force directors to call a special members’ meeting if the directors do not call an AGM within 15 months.

Yes.
Members’ meetings that are held in person must be held in Ontario. But they can be held out of Ontario if:

  • your nonprofit’s articles allow it, or
  • all members with the right to vote at the meeting agree to hold the meeting at a specific place out of Ontario.

If your bylaws do not specify a place for members’ meetings, the directors may decide on a place (section 53).

Yes. Read more about this here.
Yes. You must discuss the following at your AGM (Section 55):

  • your financial statements – members can ask questions about them, but do not have to approve them
  • the report from an audit or review engagement, if there is one
  • any resolution to waive an audit, or have a review engagement instead
  • electing directors, if you need to elect any
  • appointing or reappointing an auditor or someone to conduct a review engagement.
Yes. Read more about this here.
Along with a notice of the meeting, you need to give members the exact words of any special resolutions that will be voted on at the meeting. You must also give them enough information about any resolution they’ll be asked to vote on, so that they can decide how they want to vote (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).
ONCA says members have the right to receive notice of items they will be asked to vote on at the meeting.

Members are also allowed to submit proposals that they would like to be added to the agenda, by following the rules in the ONCA.

In order for the board to be required to include it as part of the agenda, member proposals must be sent at least 60 days before a members’ meeting so that the board has time to determine whether the proposal meets all legal requirements to be submitted to the members before the earliest date the board could send out notice.

ONCA does not say if a member can submit a proposal during a members’ meeting without giving notice of it before the meeting. When a proposal or issue is raised during a meeting, doing this is called making a motion from the floor.

If a motion from the floor raises an important issue that is voted on, any members who were not present at the meeting may be able to challenge it later. They can do this because they did not receive notice that it would be discussed at the meeting.

Notice of Meetings

Members must receive notice at least 10 days before a meeting (Section 55). They cannot receive notice more than 50 days before the meeting.
An official notice of a members’ meeting must include:

  • The type of meeting, for example, whether if it’s in person or electronic
  • The date and time of the meeting
  • An agenda to say what will be discussed

The notice for an in-person meeting must say where the meeting is.

And the notice for an electronic meeting must say how a person can access the meeting and speak. And if they need to vote during the meeting, it also needs to say how they can do this.

You have to follow what your articles or bylaws say about how you give notice to members about meetings (Section 196).

If your articles or bylaws do not say anything, then you may give notice:

  • in person,
  • by prepaid mail to the last address you have on record for that member, 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 articles and bylaws
  • all directors
  • your auditor or the person doing a financial review, if you are doing one.

Your nonprofit can have a “record date” 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 does not get the notice about the meeting and cannot attend (Section 54).

Your record date can be in your articles or bylaws. Alternatively, often the board of directors passes a resolution to decide record dates. You can also decide on one by passing a members’ resolution.

No.
To hold a members’ meeting without sending notice to all members who have a right to receive it, all members who have the right to receive notice of the meeting must be present and agree to the meeting.

If all members do not receive an official notice of the meeting, and some members are not present, official business cannot be done at the meeting. Any resolutions that are passed at the meeting will not be valid.

Unless your bylaws say they cannot, members can meet in small groups to discuss business without giving notice to all members. But they cannot pass any resolutions.

The ONCA says that members can waive or choose not to get a notice of a particular meeting. If they choose not to get notice of a members’ meeting, then they will not know when the meeting will be held and will not receive documents related to the meeting.

If a member does not waive their right to notice and goes to a members meeting that they were not notified about, they are assumed to have waived their right to notice, unless they specifically object and do not otherwise participate (Section 34).

A member who has not waived their right to notice, may find out in other ways about a members’ meeting that they did not get notice for. If that member wants to object to the meeting, they must:

  • go the meeting and say that they object to the meeting being held, and
  • not take part in the meeting in any other way.

If they do this, then they can object to any resolutions passed in the meeting.

If they do not say that they object to the meeting or if they take part in the meeting in any other way, they are assumed to have waived their right to notice. If this happens then they will not be able to object to the resolutions passed in the meeting (Section 34).

Special members’ meetings

Yes. In certain situations, members can call a special members’ meeting.

But ONCA has rules that must be followed if you want to call one.

ONCA says that a member can ask the directors to call a special members’ meeting if members who control at least 10% of the votes that could be cast at that meeting agree. A member can do this with less than 10%, if their bylaws allow it.

If members have those votes, then they also have to send a written request to the directors. This written request is called a requisition. The written request must:

• be signed by members who hold 10% of voting rights in the meeting, or less if your bylaws allow it
• give the reason for the meeting and say what business will be discussed at it
• be sent to every director and mailed to the nonprofit’s corporate address.

ONCA also has rules that say when the board of directors may refuse to call a special meeting members have asked for.

This can be a very complicated situation and you may want to get legal advice.

Members cannot ask for other kinds of meetings, such as board meetings, committee meetings or member committee meetings, unless your articles or bylaws say that they can.

The most common reasons why members call for a special members’ meeting are:

  • if the board has not called an Annual General Meeting (AGM) within the time period required by ONCA
  • to elect more directors to the board of directors because the number of directors on the board has fallen below the minimum needed for quorum, and the board is not able to conduct any business

Members may also ask the board to call a meeting for any reason related to the nonprofit. For example, if the nonprofit has not appointed an auditor.

If the board does not call a meeting within 21 days of getting a written request when they are required to do so, then any voting member may call a meeting of the members.

The notice must have enough information about any resolution they’ll be asked to vote on so that they can decide how they want to vote.

If an issue is simple to understand, then the notice may not need to contain much detail.
If an issue is complicated, then the notice may need to include a lot of detail and supporting documents.

Using the exact words of the resolution that will be voted on in the notice is helpful.

ONCA says that members can call a special members’ meeting under certain conditions.
But it also says the board of directors can refuse to call a special members’ meeting if the:

    ● board has already set a date for the next members’ meeting
    ● reason for the meeting is personal to one of the members, for example, if a member asks for it for marketing reasons or because of a personal complaint
    ● issue is outside of the nonprofit’s scope
    ● issue has already been voted on and rejected within the last 2 years.

The board of directors cannot refuse to call a members’ meeting just because they disagree with the reason or because it’s inconvenient.

If the board refuses to call a members’ meeting, it must explain why they refused in writing to the members who requested the meeting.

The reasons why members ask for a special members’ meeting can be very complicated and members may disagree about what to do.

It may be best to get legal advice.

Reviewed: 2024-07-11