How do members approve or amend the by-laws of an Ontario not-for-profit corporation?

Under ONCA, the usual process starts with the board: directors pass a resolution to make, amend, or repeal a by-law, and that by-law takes effect immediately once the directors approve it. However, the change is only provisional until members confirm it — the directors must submit the new or amended by-law to members at the next members' meeting, where it is generally confirmed, rejected, or amended by an ordinary resolution of the members entitled to vote.

If members do not confirm a by-law change, it stops having effect from that point on — it does not automatically retroactively unwind everything that happened while it was in force, but the corporation can no longer rely on it going forward. Certain more fundamental changes bundled into a by-law amendment — for example, ones that also touch the corporation's articles, such as its name or purposes — require the higher threshold of a special resolution and, separately, filing articles of amendment.

Because the confirmation step is easy to overlook in a busy volunteer board's calendar, organizations should track which by-law changes are still awaiting member confirmation and put them on the agenda of the next members' meeting rather than treating director approval alone as the finish line.