Membership and Voting
This page tells you what rights voting members have and the power members have to deal with difficult directors.
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 articles of amendment with the Ontario government and update your bylaws to comply with ONCA. Until then, the rules in your letters patent and bylaws continue to be valid as long as they comply with the Corporations Act.
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)
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, if proxies are allowed).
No. But directors and officers of a nonprofit can’t 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
- its 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.
Members can order a Corporate Profile from the Ontario Business Registry. The profile will have the names and addresses of the last directors listed with the Ministry of Government and Consumer Services.
It depends on whether the motion the member wants to make is a procedural motion or a substantive motion.
A procedural motion is a motion about how the meeting is conducted, for example, whether a time limit will be set for discussion. A substantive motion is a motion concerning the business of the nonprofit, for example, whether to adopt a bylaw.
Nonprofits can allow members to make procedural motions in their bylaws if they wish. If they do, it gives members the power to change procedures during a members’ meeting.
For substantive motions, members have a right to discuss any matter that they have a right to submit a proposal on. However, members also have a right to receive notice in advance of the meeting of the issues being discussed. If substantial issues are discussed at the meeting and motions are made during the meeting, the motion can be challenged in court by members who are not present at the meeting. These members can say that they would have attended the meeting if they knew the motion would be discussed.
If all members are present at the meeting, members who don’t agree with the substantive motion must challenge the motion at the meeting if they don’t agree with it. If they don’t challenge it then, they may not be able to challenge it later. This is because by being present at the meeting they automatically waive their right to advance notice of the motion.
Members can make other members aware of their concerns by asking for a members’ meeting. They can also call for directors to be removed at such a meeting. See complaints.
Members can call for directors to be removed at a special meeting of the members for the purpose of removing one or more directors at that meeting.