Records and minutes
The Income Tax Act and Ontario’s Corporations Act (OCA) require nonprofits to keep records. If you don’t, you may lose your nonprofit or charitable status. This page points you to information on what records you need to keep, how long you must keep them for, where to keep them, and who has the right to access them.
Notice: This information is not comprehensive. There are other laws that require certain nonprofits and charities to keep additional records. For example, nonprofits that own land must keep special records, such as a land register that includes deeds and transfers. To learn more about these and other record keeping requirements, talk to a lawyer.
You will need to keep different kinds of records related to your nonprofits activities and organization. There are specific types of records required under ONCA and other types of records that you need to keep including director and officer records, member records and financial records.
ONCA requires Ontario nonprofits to keep these records:
- Your nonprofit’s articles and bylaws, as well as any changes you made to them
- The minutes of member meetings and Board meetings, as well as any committee of members or directors
- The text of resolutions passed at any member meetings or Board meetings, as well as any committee of members or directors
- Waiver or consent of directors or members to receive notice of meetings late or not at all
- A register of any land the nonprofit owns in Ontario
- Director or officer conflicts of interest that they tell the Board about
- Members’, creditors’, and debtholders consent to dissolve the nonprofit
You must keep:
- A register of directors that includes:
- Current directors: their name, start date, address for service, and email address if they agreed to receive documents electronically
- Former directors (within the past 6 years): their name, start date, and end date
- Director’s vote against a resolution at a Board or committee meeting, as well as any reasons for this vote.
- A register of officers that includes:
- Current officers: their name, start date, address for service, and email address if they agreed to receive documents electronically
- Former officers (within the past 6 years): their name, start date, and end date
You must keep:
- A register of members that includes:
- Current members: their name, start date, address for service, email address if they agreed to receive documents electronically, and membership class if you have multiple classes of members
- Former members (within the past 6 years): their name, start date, end date, and membership class if you have multiple classes of members
- Member’s vote against certain fundamental changes like selling the nonprofit’s assets, as well as whether the nonprofit offered them a refund for their membership, and if they accepted it.
- Member’s appointment of a representativeto represent the corporation at the nonprofit’s meetings, if the member is a corporation
- Permission of members to have their information on the member register usedfor purposes other than those listed in section 96(5) of the ONCA
- The board notice refusing to include a member’s proposal in the agenda of a members’ meeting, including the reasons for rejection
- Member’s removal of their proxyholder’s power to vote on their behalf at a member’s meeting
- Financial records that are detailed enough for directors to accurately assess the nonprofit’s financial position every 3 months at least
- Resignations by directors, auditors, or the person appointed to do a review engagement as well as any reasons that they give for their resignation
- A notice to an auditor or person appointed to do a review engagement at least 21 days before a members’ meeting, requiring them to attend and answer questions
- A statement by a replacement auditor about the reasons they were given for being hired
- A notice to creditors if the nonprofit joins with another to create a new nonprofit
The Income Tax Act has different requirements for different financial records. If you need to keep a specific financial record and for how long depends on the record and the nonprofit.
ONCA’s rules about how long a document must be kept depends on the document. For example, copies of minutes must be kept permanently. But your nonprofit’s list of directors and officers only needs to be kept for 6 years.
Your nonprofit may have to follow other rules, beside ONCA’s. Documents that may be relevant for an audit must be kept for at least 6 years.
It is a good idea to keep documents that record important decisions permanently.
For example, if your nonprofit closed down in March 2021 you have to keep your non-permanent files, such as bank statements till March 2027.
ONCA says you must keep your financial records for at least 6 years, and follow Canada Revenue Agency (CRA) rules. For example, the Income Tax Act requires organizations, including nonprofits, to keep financial records for at least 7 years.
This blog post explains how long the Canada Revenue Agency (CRA) expects you to keep your books and records. Permanent files need to be kept for two years following the date of dissolution. Non-permanent files need to be kept for six years starting from the end of the tax year the files relate to.
Registered charities also have to keep:
The CRA also has more specific requirements on how long and where to keep your records as well as what format to keep them in.
ONCA says that you can keep your records either at your headquarters or at another place in Ontario that’s specified in a Board resolution. And some of those records must be made available to members.
But certain records can only be kept at your headquarters, for example:
- minutes of Board and Board committee meetings
- resolutions of Board and Board committee meetings
- accounting records
- A register of any land the nonprofit owns in Ontario
Nonprofits can keep their records either in paper or digital formats. Nonprofits are allowed to save their files on Cloud services like Google Drive or Dropbox.
However, files must be kept in a format that can be accessed easily. For example, directors, auditors, members, and creditors all have rights to access records to varying degrees. And their access to these records cannot be blocked by a technological barrier.
It’s very important to respect people’s rights to access different records. For example:
- Directors and officers have the right to access all member records, financial records, and active and archived records.
- Auditors or a person who has been appointed to do a review engagements have the right to receive any record they feel is required to do their job.
- Members and creditors have the right to access many documents listed above except Board and Board committee meeting minutes and resolutions.
- Members have the right to a free copy of the articles and bylaws, minutes from members meetings, and approved financial statements. Members also have a right to access the members’ register. If members request access to the members’ register, they must sign a form saying they will not use that information for anything not related to the nonprofit’s business.
ONCA does not say how you must destroy your records.
Usually, records need to be destroyed to protect a person’s privacy. It’s important to make sure that this privacy is protected when the records are destroyed. You can destroy paper documents by shredding them. For electronic documents, once a document is deleted you should confirm that it has been permanently deleted by checking your ‘back up’ location and the computer’s trash.
Minutes of meetings
You must keep minutes of all your nonprofit’s official member and board meetings, as well as minutes of committee meetings. This includes all official committees of the board or members, whether they’re permanent or temporary.
A meeting without a quorum does not qualify as an official meeting.
ONCA doesn’t say that a specific person must take minutes. But your bylaws may say that taking minutes is the duty of a particular officer or individual.
No, unless your bylaws or articles say otherwise. In general, the only people with a right to access board minutes are:
- The auditor or a person who has been appointed to do a review engagements
- Court appointed investigators and certain other government officials.
A nonprofit can choose to make some board minutes available to the public, to be seen as accountable, transparent, and trustworthy. Be careful not to make board minutes on confidential things available to the public.
ONCA doesn’t require you to keep minutes for in-camera sessions, but it’s useful to keep minutes of these sessions, especially if official business is conducted. For example, if a board resolution is passed at an in camera meeting, this must be documented in order to have accurate meeting minutes.
There are no special rules about approving the minutes of an AGM. But approving them at a subsequent board or members meeting can increase their value as evidence in court if that approval reflects the consent of those who attended the AGM.
According to Ryan Prendergast (scroll down to p.36) of Carters Professional Corporation, minutes:
- provide a brief record of discussions and decisions
- inform directors, members, and people acting for the organization, for example, employees and volunteers
- inform the courts of decisions made by the nonprofit if they’re involved in a court case
ONCA doesn’t say how much earlier minutes need to be available. To be approved by the board, the minutes should be made available with enough advance notice so that the board can consider them properly.
No, the board has no deadline to approve minutes of past board meetings.
However, when minutes are used as evidence, courts usually value minutes that are approved soon after the original meeting, and approved by the board members who were present at the meeting. Minutes that are approved long after a meeting or by directors that were not present at that meeting are less valuable as evidence in a court. This is why many boards use the current meeting to review and approve the minuets of the last meeting.
The courts also value minutes that don’t have many changes as compared to their original draft.
Your minutes should reflect the Board’s decisions clearly and fully. For example, were the minutes of the last meeting approved by all the directors? If not, the names of directors who didn’t agree with the minutes (dissents) should be recorded.