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 may use the word member to refer to many types of people in their brochures or communications. 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 may confuse them and they may 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.
ONCA has changed the rules about 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.
But ONCA says 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 just one class of members, ONCA implies that you don’t 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.
Before ONCA, member classes could be created in a nonprofit’s letters patent and all other conditions included in its bylaws. But most nonprofits created their member classes in their bylaws and included all the member conditions in their bylaws as well. This may need to be changed if your nonprofit incorporated before ONCA.
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
Yes. If you have more than one type of member and each type has different conditions or rights, 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 name each class of members and say what their voting rights are. At least one class of members must have the right to vote (section 48). 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.
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
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
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). Unless your bylaws say they can’t be paid.
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. For more information see this guide.
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.
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). 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.
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.
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. Only the board, members, a committee of the board, a committee of members, or a committee of both can have this power.
- The individual facing removal must be given at least 15 days notice that they are facing potential removal. The notice must give reasons for why they are facing potential removal that give sufficient detail to allow the individual to respond to the accusation.
- At least 5 days in advance of the potential removal, they must be provided 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 taken in good faith.
- If the individual is dissatisfied with the decision, they have a right to appeal to the Ontario Superior Court.
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.