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Voting and quorum

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

If you incorporated before 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 bylaws or articles with the Ontario government. Until then, the rules in your documents continue to be valid. This is true as long they were valid before the ONCA took effect.

Voting

What is proxy voting?

Proxy voting is when a member who cannot or does not want to go to a members’ meeting lets the nonprofit know that someone else will go to the meeting and vote on their behalf. It does not matter whether the meeting is in person or electronic.

The person who votes on behalf of the member is called a “proxyholder”. The proxyholder must have written permission from the voting member to be able to vote on their behalf in meetings. The written permission is called a proxy form or proxy.

Your bylaws or articles will say if your nonprofit allows voting by proxy.

Here is a sample of a proxy form.

A voting member can ask another person to attend or vote at a members’ meetings on their behalf only if the nonprofit’s articles or bylaws allow voting by proxy (Section 64).
If your articles or bylaws allow voting by proxy, your members may also let their proxyholder decide how to vote on motions from the floor.
If a member wants to let their proxyholder vote for them on motions from the floor, they must say this in writing on the proxy form.
Yes. If your bylaws or articles allow a member to vote by proxy (Section 64).
When a director is also a member of a nonprofit, they follow the same rules that members have to follow during member meetings. Your bylaws or articles will say what these rules are.

Attention: Directors are not allowed to have a proxyholder attend or vote on their behalf at board meetings (Section 23).
No.
Directors are not allowed to have a proxyholder attend or vote on their behalf at board meetings (Section 23).
A person who is both a director and a member of a nonprofit must follow the rules on voting, for the type of meeting that they’re attending.
No. But it’s a good idea to include a proxy form.
ONCA has specific rules about what information must be included in a proxy form.
Yes.
But only if your articles or by-laws do not require that proxyholders be members (Section 64).

Quorum

A quorum is the minimum number, or percentage, of voting members you need to be present at a meeting for a nonprofit to be able to vote officially on issues.

If your articles or bylaws say what quorum you need (either a number or percentage), then you must follow that rule.
If your articles or by-laws do not say anything about quorum or how many members are required to be at a members’ meeting to be able to have an official vote, then you need a majority of 50% + 1 members to vote. (section 57).
Proxyholders are included in quorum unless your bylaws or articles say they cannot be.

The quorum for board meetings is whatever number or percentage of directors is given in your bylaws or articles. It does not matter whether the meeting is in person or electronic.
If your bylaws or articles do not say anything about quorum, then your quorum depends on whether your board has a fixed number of directors or a range of directors.

Fixed number of directors: Your quorum is a simple majority or 50% +1 of the number directors fixed in the articles. If your fixed number of directors is 12, then the quorum is 7.

Range of directors: If a member resolution has fixed the number of directors within the range given in the articles, then quorum will be a simple majority of that number or 50% +1.
For example, if the board has a range of 8-14, and a special resolution is passed fixing the number of directors at 10, then the quorum is 6 directors.

Members are required to fix the number of directors within the range given in the articles. If the members do not pass a special resolution to do so, then a quorum is a simple majority of the minimum number of that range.
For example, if your articles say you have a range of directors between 8 and 14, and your members have not passed a special resolution to fix the number of directors within that range, then your quorum is 5.

Reviewed: 2024-06-06