Director’s consents

Under ONCA all individuals who are elected or appointed as directors of a nonprofit corporation need to sign a written consent agreeing to act as a director. This page will tell you what a director’s consent form is, what information it must include and when you need to get a person’s consent to act as director.

If you incorporated before ONCA was proclaimed on October 19, 2021, 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 provided they were valid before the ONCA took effect.

All nonprofits must get and keep director consents. This ONCA rule came into effect on October 19, 2021.

What is a director’s consent?

In a director’s consent an individual agrees in writing to be a director of a nonprofit. Every director who is elected or appointed needs to sign a consent. The consent needs to be signed within 10 days of being elected or appointed as a director. But even if the consent is signed after the 10 day period, their election or appointment as a director is still valid.

What information must be in the director’s consent?

The director’s consent must include:

• the director’s name
• the name of the nonprofit

• a statement saying that they agree to act as a director of the nonprofit

• the date on which they will begin to serve as director

• the address where they agree to receive documents from the nonprofit, and

• their signature and the date.

The consent can also include other things. For example, the director can be asked:

• to confirm that they meet ONCA’s qualifications to be a director. That the director is over 18 and not bankrupt.

• to agree to hold directors meetings virtually or by telephone.

• to agree to abide by the nonprofit’s conduct or confidentiality policies.

When does someone need to sign a consent to act as a director?

When they are:

• first elected or appointed and
• after being elected or appointed again after taking a break from being a director.

For example: If someone is first elected to a three year term as director of a nonprofit and then they decide to take a break from being a director and does not run for another term. After two years, they run again and are elected director of the same nonprofit. In this example, this director has to sign two consents. One when they are first elected and when they are elected after the gap between terms.

What happens if a director did not sign a consent when they were first elected or appointed?

If a nonprofit did not ask its directors to sign a consent when they were first elected, ONCA says they can fix this by getting the directors to sign a consent now.

Be Aware In practice, when someone acts like a director in every other way, they can be legally considered a director even if they did not sign a consent to agree to act as a director.

Sample of a basic form of director consent:

I, (Full Name) hereby consent to:

(a) being elected or appointed as a director of (insert name of nonprofit) effective date;
(b) Receive notice of meetings, meeting agendas and other mailings from the Corporation either by e-mail at (insert email address) or by mail at (insert mailing address).

If I move or change my e-mail address, I will inform the Corporation as soon as possible.

This consent will take effect immediately and will continue as long as I am re-elected as a director of the Corporation. I understand that if I cease to be a director for a period of time and then am elected or appointed as a director again, I will be asked to sign a new consent to act as a director.

________________________ __________
(Signature of the person consenting to be director and date)