This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about officers.
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.
An officer has whatever responsibilities the board decides the position gets. Examples of officer positions are president and vice-president.
If you have other officer positions, such as president and secretary, you can keep them, but they are not required now.
Similar titles such as “chairperson”, “chairman”, or “co-chair” will not be accepted by the Ontario Business Registry because those titles do not comply with ONCA. The title must only be “chair”.
Unless your articles or bylaws say they can’t do this, your directors can set up any office, appoint officers, say what their responsibilities are, and what authority they have (Section 42).
ONCA allows you to give an existing officer the title of “chair”. For example, if you have a president but do not have a chair, you can give your president the title of chair as well. So if your bylaws allow it, you do not need to create a new office with a new job description for chair.
But if your bylaws do not allow giving more than one office to a single individual then you need to either create a new office with a new job description or change your bylaws.
If your articles or bylaws do not set any limits, then the board has the right to set up any office, appoint officers, say what their responsibilities are, and what rights they have (Section 42).
No other officer is required to be a director unless your articles or bylaws say that they need to be. (Section 42).
You can pay directors, officers, and members a reasonable amount for the work they do in another capacity, and for the expenses they have when doing that work. But if your bylaws say you cannot pay them, then you cannot (section 47).
|Registered charities should be aware of charity law and CRA restrictions on remuneration. For 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.
Officers remain in office until they:
- die, or
- are removed from office.
If your nonprofit wants officers to have a term limit, your articles or bylaws must say so.
For example, some nonprofits have articles or bylaws that say officers are elected by members at members’ meetings. Members can elect them at the same time that they elect directors.