Members
This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about members, including how a person becomes a member, different classes of membership, and how membership ends.
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, as long as they comply with the rules in the Corporations Act.
Nonprofits often use the word member to refer to many types of people in their brochures or advertising. For example, they may use it when referring to regular donors, players on a sports team, or musicians in an orchestra. Calling a person a member doesn’t make them a member. Doing this is confusing and may make people think that they have rights which they don’t have.
ONCA says a person is a member of a nonprofit only if they meet the criteria of the nonprofit’s governing documents.
All members share some basic rights (section 48) including the right to:
- get a free copy of
- the nonprofit’s articles and bylaws, and amendments to them
- the minutes of member meetings and meetings of any committee of members
- member resolutions and resolutions from any committee of members
- a list of directors
- a list of officers
- a register of ownership interests in land
- view and get copies of financial statements
- view and get member lists, for a reasonable fee, including member names and contact information as long as they agree in writing that they’ll use this information for the following reasons only:
- to influence how members vote
- to demand a members’ meeting
- to conduct other matters related to the nonprofit’s activities
- bring certain kinds of complaints to court
At least one class of members must have the right to vote (Section 48).
To learn more about the rights of voting members, visit membership and voting.
Who are our members?
ONCA says that:
if you have 2 or more classes or groups of members, then your articles must:
- name each member class, and
- say what voting rights each class has.
your bylaws must include details like:
- what makes a person a member, for example, they must fill out an application form
- how much a membership costs or who decides the cost of a membership
- how a membership can be transferred and to whom
- membership terms, for example, one year or a life-time
If your nonprofit has only one class of members, you do not have to name that class of members and say what its voting rights are in your articles. However, if you want each member to have more than one vote, this needs to be set out in the articles.
You need a current and clear definition of your nonprofit membership in order to run your nonprofit.
Unclear membership can become a serious problem when you need to vote on major changes to your nonprofit’s governance or annual business such as board elections or audits.
Votes will only be legally valid, if enough of your current members vote in favour at a members’ meeting or all members entitled to vote sign a written resolution. How many votes is “enough” depends on what your articles or bylaws say and what you are voting on.
If you can’t figure out your current membership:
- Try to track down all the members you know about, including founding members and people appointed by the board
- Have these members validly elect a new board
- Approve bylaws that have a clear definition of your membership.
It is important to get legal advice in these situations, because if you make governing decisions without tracking down your nonprofit’s members, the decisions you make can be challenged in court.
Yes, but only if your articles or bylaws say it can.
Unless your bylaws or articles say otherwise, a membership may be transferred only to the nonprofit (section 48). But your articles or bylaws can allow for other kinds of transfers.
Membership Structures
Yes.
If you have more than one type of member and each type has different rights or in the articles or bylaws you call each type a group or class, then each type is a member class.
If you want to have different classes of members, your articles must name each class of members and say what their voting rights are. If you don’t set out the voting rights for each class or group of members in your articles, then each member of each class or group of members is entitled to one vote on each matter to be voted on by the members.
At least one class of members must have the right to vote (section 48).
Your bylaws must describe the conditions for each class, for example:
- how a person qualifies to become a member for each class
- if a member can withdraw or transfer to another class and how this is done
- when membership in a class ends
- if a corporation or an organization can become a member
Learn more about membership structures.
The table below explains how you change your membership structure before and after ONCA comes into effect.
| Before ONCA | Under ONCA | |
| Membership classes and voting rights are described in | Your letters patent or bylaws | Your articles |
| Membership changes have to be approved by or submitted to |
A simple majority of members voting at a members’ meeting | 2/3rds of members voting at a members’ meeting, and Services Ontario
If you are a charity: you also need to file updated governing documents with Canada Revenue Agency. |
Membership information
ONCA requires nonprofits to keep records about members that include their names and addresses in a member’s list.
Sometimes the nonprofit will need to share this information with other members. When a nonprofit shares this information, it must be done for a purpose related to the nonprofit’s activities.
Be aware! You should let your members know that their information is being collected and may be shared with other members.
A member’s personal information has to be shared for two reasons:
- If a member makes a proposal before a members’ meeting. If a member makes a valid proposal that is included in the meeting notice, the name and address of the member who made the proposal has to be included. (Section 56).
- All members and their legal representatives have a right to get a list of all current members. The names and addresses of all members are shared, but only if the purpose is related to the nonprofit’s activities (Section 96).
If a nonprofit believes sharing personal information would cause danger or the information is likely to be misused, they can ask the court for permission not to share its membership list. For example, if an abusive spouse of one of the members is also a member and asks for member information.
When someone becomes a member of your nonprofit, you must let them know that they have to agree to their names and addresses being collected and shared with other members.
The names and addresses of all members can only be shared if the purpose is related to the nonprofit’s activities(Section 96).
If the nonprofit or any member believes sharing personal information would cause danger or the information is likely to be misused, they can ask the court (Section 99(2)) for permission not to share its membership list.
For example, if an abusive spouse of one of the members is also a member and asks for member information.
For this reason, when someone becomes a member of your nonprofit, you should let them know that they have to agree to their names and addresses being collected and shared with other members.
Ending a membership
Unless your articles or bylaws say something else, Section 50 says memberships end when:
- members die
- are expelled,
- their term expires, or
- the nonprofit closes down or dissolves.
These reasons must be clear and stated in advance in the articles or bylaws. The removal must be transparent, fair, and in good faith.
For example if a member violates a clearly written code of conduct that is in your bylaws or articles, that would be considered grounds for removing a member.
ONCA sets out a specific minimum procedure that must be followed before a member is removed. Articles and bylaws can add to this procedure but they cannot take away from it.
The articles or bylaws must explicitly say who has the power to remove members and for what reasons. This power only belongs to:
- the board,
- members,
- a committee of the board,
- a committee of members,
- or a committee made up of both directors and members.
Someone facing removal must be given at least 15 days notice that they are facing potential removal. The notice must give reasons for why they may be removed. It must give sufficient detail for them to respond to the accusation.
At least 5 days before the potential removal, the person being removed must be given an opportunity to address the decision-makers in writing, orally, or by another means provided in the articles or bylaws.
The decision to remove a member must be in good faith.
If the member removed does not agree with the decision, they have a right to appeal to the Ontario Superior Court.
Membership is terminated when someone does not pay their dues because the member stops qualifying as a member.
If paying members dues is a requirement of membership, then they are removed automatically. In this case you do not need to follow procedure for member termination.
Members and nonprofit governance
Yes.
Unless your bylaws say they can’t be paid, directors, officers, and employees may only be paid a reasonable amount for any services they perform in another capacity and for the expenses they have doing that work (section 47).
 |
Registered charities Different rules apply to Charities. In some situations, you can get permission from the Public Guardian and Trustee to pay your directors. You can’t pay them for the work they do as directors. |
Non-voting members have the right to go to court in some situations. There are also several informal steps they can take. For more information click here.
Reviewed: 2024-07-22