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Corporate

Can a not-for-profit corporation in Ontario have different classes of members with different voting rights?

TSL Written by the Treadstone Law team· Updated August 2026

Yes. ONCA allows an Ontario not-for-profit corporation to create multiple classes of members, and each class can have different rights — including different voting rights — as long as those classes and their rights are properly set out in the corporation's articles or by-laws. A common structure is a "voting member" class (the people who actually govern the organization, elect directors, and approve major changes) alongside one or more classes of "associate," "supporting," or "honorary" members who participate in programs or pay dues but have limited or no vote.

The key legal constraint is that the corporation cannot eliminate voting rights entirely — at least one class of members must be entitled to vote, since ONCA is built around member democracy even where day-to-day management sits with the board. Beyond that floor, organizations have considerable freedom to design a membership structure that fits how they actually operate, such as giving only certain classes a vote on specific matters like fundamental changes or director elections.

Getting this right in the by-laws matters, because a poorly drafted membership structure is a common source of internal disputes later — particularly disagreements over who was entitled to vote on a contentious decision.

Key takeaways

  • ONCA permits multiple member classes with different voting rights.
  • At least one class must retain the right to vote; full elimination of voting rights isn't allowed.
  • Classes and their rights must be clearly set out in the articles or by-laws.
  • Vague membership structures are a frequent source of later governance disputes.
This is general information, not legal advice. It doesn’t create a lawyer–client relationship, and the rules can change. For advice on your situation, a Treadstone corporate lawyer can help.
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