This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about members, including how a person becomes a member and what rights members have.
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.
Yes. Unless your bylaws say they cannot be paid, members, directors, and officers may be paid a reasonable amount for any services they perform in another capacity and for the expenses they have doing that work (section 47).
Different rules apply to registered 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. For more information see this guide.
Yes. If you have more than one type of member and each type has different conditions or rights, the ONCA treats them as member classes. Member classes have rights that are specific to each class.
If you want to have different classes of members, your articles must say this. They must also say what the conditions of each class are. For example, your articles must say:
- how a member qualifies 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
If your articles don’t say what the conditions of each membership type are, the conditions in ONCA’s default bylaws or in ONCA itself apply.
At least one class of member must have the right to vote (section 48).
Your bylaws must say how a person can become a member. You must do this for every class of members your bylaws creates (section 48).
Yes, but only if your bylaws say so.
Your bylaws must say whether or not other organizations can become members of your nonprofit (section 48).
Yes. While member classes can have different rights, all members share some basic rights (section 48). These basic rights include the right to:
- a free copy of your articles and bylaws
- view and get copies of your 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 will 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.
At least one class must have the right to vote (Section 48).
Voting members have specific rights. For example, they have the right to:
- submit proposals for topics to be discussed at members’ meetings. These proposals must be included in the meeting notice (Section 56)
- discuss any matter that qualifies as a proposal at an annual general meeting (AGM), even if the member didn’t submit a proposal in advance
- nominate a director if 5% of voting members agree to this. They can do this even if your nonprofit has a different nomination process. Your bylaws may allow a percentage less than 5% (Section 56)
- demand that your board of directors call a members’ meeting if members holding 10% of the votes agree. Your bylaws may allow a percentage less than 10% (Section 60)
- remove a board director if a majority of voting members support this (Section 26)
No. But directors and officers of a nonprofit cannot refuse a proposal only because they disagree with it. They can only refuse it if certain conditions haven’t been met (Section 56). For example, they can refuse a proposal if:
- it wasn’t sent at least 60 days before the date of the meeting
- it’s main purpose is to discuss a personal claim or complaint
- it isn’t related to the nonprofit’s activities
- the same proposal or one very similar to it was included in a meeting notice in the last 2 years
If the board refuses a proposal, they must let the member know this within 10 days of the member sending it. The board must also give reasons to say why they refused it.
Yes. A voting member loses their right to make proposals for 2 years if they ask to include a proposal in the meeting notice but then don’t present the proposal at the meeting either in person or by proxy.
The table below explains how you change your membership structure before and after ONCA comes into effect.
|Before ONCA||Under ONCA|
|Membership classes and rights are described in||Your bylaws||Your articles|
|Membership changes have to be approved by||A simple majority of members voting at a members’ meeting||
If you are not a charity:
If you are a charity:
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.
Yes, but only if your articles or bylaws say they can.
The default rule says a membership may be transferred only to the nonprofit (section 48). But your articles or bylaws can allow for other kinds of transfers.
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).
Unless your articles or bylaws say something else, Section 50 says memberships end when:
- members die or are expelled,
- their term expires, or
- the nonprofit closes down or dissolves.
There are at least 2 situations in which a member’s personal information has to be shared:
- 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).
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.