If you incorporated before ONCA came into effect 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, your articles and bylaws continue to be valid. This is true as long they were valid before ONCA took effect.

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Usually, directors are not held personally responsible for every financial problem. But, they can be held personally responsible for some things.

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There are some duties that only a director must do. They cannot ask anyone else to do them. For example, only the board can:

If your articles allow for a range of directors, the number of founding members on your board is your default number of directors.

ONCA says directors are expected to “manage or supervise the management of the activities and affairs of the corporation” (s.21). This means that directors are responsible for what the nonprofit does.Directors must:

An organization is considered an affiliate of a nonprofit if the nonprofit controls it, or they are both controlled by the same organization or person (Section 3). So an employee joining the Board of a public benefit corporation may wish to know whether this limit has already been reached.

Law firms that work in nonprofit law may also offer director training. Associations that focus on specific sectors or areas, may also offer governance training for nonprofits working in that sector. For example, Health Charities Canada may offer training for health charities.

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3. The board member resigns or is deemed or considered to have resigned. For example, your articles or bylaws may say that a director is considered to have resigned if they miss a certain number of meetings per year or acted in a certain way.

This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about directors. It explains, for example, a director’s roles and responsibilities, who can be a director, and how long they stay on the board.

1. At a members’ meeting the members’ pass a resolution to remove the director with 50%+1 of the votes cast at that meeting or all your members pass a unanimous written resolution outside of a members’ meeting.

2. The director no longer qualifies to be a board member. For example, your bylaws may say a director is required to be a member. If the director is removed as a member, then they automatically stop being a director.

Directors must go to board meetings, be familiar with the issues discussed and get advice from experts when they need. They must be transparent and inform the nonprofit of any conflicts of interests.

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For example, they can be personally responsible if the nonprofit does not send Employment Insurance and Canada Pension Plan contributions to the Canada Revenue Agency. Or if they close down a nonprofit without paying employees up to 6 months of salary and a year of vacation pay.

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If you want to change the number of directors on your board within the range set out in your articles, your members must pass a special resolution. The resolution must either:

A director must be over 18 years and must be able to manage property under Canadian law. They cannot be bankrupt.ONCA says a director does not have to live in Ontario. They can live anywhere, even out of Canada.

Directors or officers can be indemnified by the nonprofit if they act honestly and in good faith in the best interests of the nonprofit and believe that their actions are lawful.

For example, if at your annual meeting there are 8 board seats open for election, but only 6 directors are elected, the board can fill the other 2 seats. If there are 9 board seats open for election and only 6 directors are elected, the board can still only fill 2 of the vacancies.

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For public benefit corporations, only one-third of the directors can be employees of the nonprofit or of any of its affiliates (Section 23).

In this situation, the remaining board members can fill this position with a temporary director. The temporary director takes on all the responsibilities of the former director including voting.

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Employees who are directors must follow the conflict-of-interest rules that apply directors. This means they must immediately let the board know when they have a conflict. And they must not be at any meeting when the conflict is being discussed. For example, if the board is discussing whether or not to renew their employment contract with the nonprofit.

If the number of board members drops below quorum, the remaining board members must call a members’ meeting as soon as possible to fill the vacancies.

Directors make decisions for the nonprofit by being part of the board. But officers are only in charge of specific tasks and duties involved in running the nonprofit based on their position.

This site contains general legal information for nonprofit organizations in Ontario, Canada. It is not intended to be used as legal advice for a specific legal problem.

Many nonprofits use the terms director and officer as though there’s no difference between them. But, the roles of directors and officers are different.

Yes, employees can be directors of a nonprofit as long as the nonprofit is not a public benefit corporation or a charity.

In this situation, the board only has the power to elect up to one-third of the number of directors that were elected at the last annual meeting.