Self-perpetuating boards

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

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.

When all directors of a nonprofit are also its members and there are no members who are not directors, the nonprofit has what’s called a self-perpetuating board.

Directors and members have different legal duties.

Even if the same people are directors and members of your nonprofit, you still have to:

  • Hold separate member meetings.
  • Give proper notification about the members’ meeting.
  • Follow what ONCA, and your articles and by-laws say about directors’ meetings and members’ meetings.
  • Make sure that the agendas and minutes of the members’ meetings are clearly separate from the agenda and minutes of board meetings.

If you hold a director’s meeting and all members attend it, then they can waive notice of the members’ meetings.

You can hold the two meetings one after the other, but you will have to formally close the directors’ meeting and start a ‘different’ members’ meeting. And you will still have to record two separate meetings in different meeting minutes. Any vote to formally approve a major change must take place at the members’ meeting. You need to follow the different procedures set up for each meeting.

For more information on members’ meetings visit this page.
For more information on directors’ meetings visit this page.

When members and directors are the same people, when someone stops being a member they will automatically stop being a director.

Unless your bylaws or articles say something else, if the director stops qualifying for membership, they will stop being a member automatically.

If the member needs to be removed for violating rules of conduct, the members must hold a members’ meeting to vote to remove that member. It must be clear from the meeting agenda and minutes that the meeting is a members’ meeting and not a board meeting.

Reviewed: 2024-06-06