Does a not-for-profit corporation in Ontario have to hold an annual general meeting of members?
Yes. ONCA requires every Ontario not-for-profit corporation to hold an annual meeting of members, at which members typically receive the corporation's financial statements, consider the auditor's or reviewer's report (if one applies), and elect directors. The corporation cannot simply skip this on the basis that the board handles day-to-day operations — the annual meeting is the members' primary opportunity to exercise oversight.
As with business corporations under the Business Corporations Act, ONCA sets outer time limits: the first annual meeting must be held within a set period after incorporation, and subsequent annual meetings must follow within a maximum interval of each other, so an organization cannot indefinitely postpone meetings by claiming it is too busy or between events.
ONCA does allow flexibility in how the meeting happens — including holding it electronically — and permits members to pass a valid written resolution in place of an actual meeting if all members entitled to vote sign it. For most organizations with more than a handful of members, an actual annual meeting, in person or virtual, remains the practical route, and minutes of that meeting belong in the corporation's records along with everything else in its minute book.
Key takeaways
- ONCA requires an annual meeting of members for every Ontario not-for-profit corporation.
- The Act sets maximum time limits between annual meetings, similar to business corporations.
- Members can act by unanimous written resolution instead of a meeting, but not by simply skipping it.
- Annual meeting minutes belong in the corporation's minute book along with other records.