Canada: Pre-Meeting Fundamental For Ontario Not-For-Profit Corporations

Last Updated: March 30 2016
Article by Linda J. Godel and Dianne Hajdasz

Not-for-profit corporations ("NFPs") are required to hold various member and director meetings during the course of a year. This article will review different issues that NFPs must consider in preparation for these meetings.

Ontario NFPs are governed by the Ontario Corporations Act (the "OCA"), which contains numerous provisions regulating the holding of members' and directors' meetings. In addition, the by-laws of an NFP typically address meeting requirements. The letters patent of an NFP may do so as well, although less commonly.


Are there different types of members' meetings?

There are two types of members' meetings under the OCA, annual and general. An annual meeting is often called an "annual general meeting" or an "AGM" and a general meeting is frequently called a "special meeting".

What business must be conducted at an annual meeting of members?

At each annual meeting of members, in addition to any other requirements of an NFP's by-laws:

  • the members typically elect the directors (unless an election of directors is not required that year because the directors are elected for longer than one year and none of their terms are expiring);
  • the members must appoint an auditor (unless exempt – see discussion in our February 2016 newsletter); and
  • the financial statements with the auditor's report must be presented to the members.

What business must be conducted at a general (special) meeting of members?

Any business which is not annual business is called special business (such as amending the letters patent or the by-laws) and must be conducted at a general (special) meeting of the members. 

Can members pass resolutions other than at a meeting?

Members can pass a resolution (dealing with annual or special business) if it is in writing and signed by 100% of the members entitled to vote on that resolution. 

When must an annual meeting of members be held?

The first annual meeting of the members must be held within 18 months of an NFP coming into existence. Subsequent annual meetings must be held within 15 months of the previous annual meeting but not more than six months after the NFP's financial year end. 

When may a general (special) meeting of members be held?

The directors may call a general (special) meeting of the members at any time to consider special business. A special meeting can be held as a standalone meeting or in conjunction with an annual meeting. If a special meeting is held together with an annual meeting, the meeting may be called an "annual special meeting". 

Where can members' meetings be held?

Members' meetings can be held wherever specified in the NFP's by-laws, or if not specified in the by-laws, then at a place determined by the directors. 

Who must receive notice of a members' meeting?

An NFP must give notice of a members' meeting to all of its members who are entitled to notice of the meeting under its by-laws, to its auditor and to any other persons specified in an NFP's letters patent or by-laws (such as non-voting members). 

How can notice of a members' meeting be given?

Notice of a members' meeting must be given to each member individually by prepaid mail or by personal delivery. 

If, however, an NFP is a charity, it can give notice of a members' meeting by publishing the notice in a newspaper circulated in the municipality in which a majority of its members reside. The publication must be made at least once a week for two consecutive weeks in the weeks preceding the meeting date. 

How much notice must be given for a members' meeting?

At least ten day's notice must be given to the members for a members' meeting although the by-laws can provide for longer notice period. 

What must be included in the notice of a members' meeting?

Notice of a members' meeting must specify the time and place of the meeting and any other information required by the NFP's by-laws. If special business will be transacted at the meeting, the notice must also state the general nature of the special business. 


Are there different types of directors' meetings?

Under the OCA, there are no specific types of or names for directors' meetings as there are for members' meetings, although the by-laws of some NFPs make a distinction between regular and special meetings. If so, regular meetings are typically directors' meetings scheduled in advance throughout a year, such as 7:00 p.m. on the first Tuesday of every month, whereas special meetings are those called for a specific purpose closer to the date of the meeting on a day other than the day of a regular meeting. 

Can directors pass resolutions other than at a meeting?

Directors can pass a resolution (dealing with any business) if it is in writing and signed by 100% of the directors entitled to vote on that resolution. 

When should a directors' meeting be held?

Directors should meet regularly to oversee the management of the activities and affairs of the NFP. 

In particular, a directors' meeting should be held annually to approve the NFP's financial statements before they are circulated to the members in advance of the annual members' meeting. If an NFP is a Canadian registered charity, the annual Registered Charity Information Return should also be approved at a directors' meeting, before the Return is filed with the Canada Revenue Agency. 

In addition, if the directors of an NFP appoint its officers, then a directors' meeting must be held to do so, immediately or shortly after an annual members' meeting, subject to an NFP's by-laws. 

What must be included in a notice for a directors' meeting?

Generally, notice of a directors' meeting must only specify the date, time and place of the meeting. It does not need to specify the business to be conducted at the meeting, unless the by-laws provide otherwise.

Are there any other requirements for the holding of a directors' meeting?

The requirements for a NFP's directors' meeting, such as where and when it can be held, and the notice required, are determined by its by-laws and articles. 

When planning a members' or directors' meeting, an NFP should ensure that it is aware of the requirements of the OCA for the specific type of meeting being held. An NFP should also review its articles and by-laws to determine if they contain any provisions that address the holding of the type of meeting being organized.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on

Click to Login as an existing user or Register so you can print this article.

Linda J. Godel
Dianne Hajdasz
In association with
Related Video
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Check to state you have read and
agree to our Terms and Conditions

Terms & Conditions and Privacy Statement (the Website) is owned and managed by Mondaq Ltd and as a user you are granted a non-exclusive, revocable license to access the Website under its terms and conditions of use. Your use of the Website constitutes your agreement to the following terms and conditions of use. Mondaq Ltd may terminate your use of the Website if you are in breach of these terms and conditions or if Mondaq Ltd decides to terminate your license of use for whatever reason.

Use of

You may use the Website but are required to register as a user if you wish to read the full text of the content and articles available (the Content). You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these terms & conditions or with the prior written consent of Mondaq Ltd. You may not use electronic or other means to extract details or information about’s content, users or contributors in order to offer them any services or products which compete directly or indirectly with Mondaq Ltd’s services and products.


Mondaq Ltd and/or its respective suppliers make no representations about the suitability of the information contained in the documents and related graphics published on this server for any purpose. All such documents and related graphics are provided "as is" without warranty of any kind. Mondaq Ltd and/or its respective suppliers hereby disclaim all warranties and conditions with regard to this information, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. In no event shall Mondaq Ltd and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use or performance of information available from this server.

The documents and related graphics published on this server could include technical inaccuracies or typographical errors. Changes are periodically added to the information herein. Mondaq Ltd and/or its respective suppliers may make improvements and/or changes in the product(s) and/or the program(s) described herein at any time.


Mondaq Ltd requires you to register and provide information that personally identifies you, including what sort of information you are interested in, for three primary purposes:

  • To allow you to personalize the Mondaq websites you are visiting.
  • To enable features such as password reminder, newsletter alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our information providers who provide information free for your use.

Mondaq (and its affiliate sites) do not sell or provide your details to third parties other than information providers. The reason we provide our information providers with this information is so that they can measure the response their articles are receiving and provide you with information about their products and services.

If you do not want us to provide your name and email address you may opt out by clicking here .

If you do not wish to receive any future announcements of products and services offered by Mondaq by clicking here .

Information Collection and Use

We require site users to register with Mondaq (and its affiliate sites) to view the free information on the site. We also collect information from our users at several different points on the websites: this is so that we can customise the sites according to individual usage, provide 'session-aware' functionality, and ensure that content is acquired and developed appropriately. This gives us an overall picture of our user profiles, which in turn shows to our Editorial Contributors the type of person they are reaching by posting articles on Mondaq (and its affiliate sites) – meaning more free content for registered users.

We are only able to provide the material on the Mondaq (and its affiliate sites) site free to site visitors because we can pass on information about the pages that users are viewing and the personal information users provide to us (e.g. email addresses) to reputable contributing firms such as law firms who author those pages. We do not sell or rent information to anyone else other than the authors of those pages, who may change from time to time. Should you wish us not to disclose your details to any of these parties, please tick the box above or tick the box marked "Opt out of Registration Information Disclosure" on the Your Profile page. We and our author organisations may only contact you via email or other means if you allow us to do so. Users can opt out of contact when they register on the site, or send an email to with “no disclosure” in the subject heading

Mondaq News Alerts

In order to receive Mondaq News Alerts, users have to complete a separate registration form. This is a personalised service where users choose regions and topics of interest and we send it only to those users who have requested it. Users can stop receiving these Alerts by going to the Mondaq News Alerts page and deselecting all interest areas. In the same way users can amend their personal preferences to add or remove subject areas.


A cookie is a small text file written to a user’s hard drive that contains an identifying user number. The cookies do not contain any personal information about users. We use the cookie so users do not have to log in every time they use the service and the cookie will automatically expire if you do not visit the Mondaq website (or its affiliate sites) for 12 months. We also use the cookie to personalise a user's experience of the site (for example to show information specific to a user's region). As the Mondaq sites are fully personalised and cookies are essential to its core technology the site will function unpredictably with browsers that do not support cookies - or where cookies are disabled (in these circumstances we advise you to attempt to locate the information you require elsewhere on the web). However if you are concerned about the presence of a Mondaq cookie on your machine you can also choose to expire the cookie immediately (remove it) by selecting the 'Log Off' menu option as the last thing you do when you use the site.

Some of our business partners may use cookies on our site (for example, advertisers). However, we have no access to or control over these cookies and we are not aware of any at present that do so.

Log Files

We use IP addresses to analyse trends, administer the site, track movement, and gather broad demographic information for aggregate use. IP addresses are not linked to personally identifiable information.


This web site contains links to other sites. Please be aware that Mondaq (or its affiliate sites) are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of these third party sites. This privacy statement applies solely to information collected by this Web site.

Surveys & Contests

From time-to-time our site requests information from users via surveys or contests. Participation in these surveys or contests is completely voluntary and the user therefore has a choice whether or not to disclose any information requested. Information requested may include contact information (such as name and delivery address), and demographic information (such as postcode, age level). Contact information will be used to notify the winners and award prizes. Survey information will be used for purposes of monitoring or improving the functionality of the site.


If a user elects to use our referral service for informing a friend about our site, we ask them for the friend’s name and email address. Mondaq stores this information and may contact the friend to invite them to register with Mondaq, but they will not be contacted more than once. The friend may contact Mondaq to request the removal of this information from our database.


This website takes every reasonable precaution to protect our users’ information. When users submit sensitive information via the website, your information is protected using firewalls and other security technology. If you have any questions about the security at our website, you can send an email to

Correcting/Updating Personal Information

If a user’s personally identifiable information changes (such as postcode), or if a user no longer desires our service, we will endeavour to provide a way to correct, update or remove that user’s personal data provided to us. This can usually be done at the “Your Profile” page or by sending an email to

Notification of Changes

If we decide to change our Terms & Conditions or Privacy Policy, we will post those changes on our site so our users are always aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. If at any point we decide to use personally identifiable information in a manner different from that stated at the time it was collected, we will notify users by way of an email. Users will have a choice as to whether or not we use their information in this different manner. We will use information in accordance with the privacy policy under which the information was collected.

How to contact Mondaq

You can contact us with comments or queries at

If for some reason you believe Mondaq Ltd. has not adhered to these principles, please notify us by e-mail at and we will use commercially reasonable efforts to determine and correct the problem promptly.