What is a delegate structure and can an Ontario nonprofit use delegates instead of direct member voting?

Yes. ONCA expressly allows an Ontario not-for-profit corporation to use a delegate structure, where instead of every individual member voting directly at meetings, members (or local chapters, branches, or member organizations) elect delegates who then exercise voting rights on their behalf at the corporation's members' meetings. This is common for federated organizations — a provincial body made up of local clubs, for example — where direct voting by every individual member would be impractical.

To use this structure, the corporation's articles or by-laws need to set out how delegates are chosen, how many votes each delegate carries, and how the delegate structure interacts with quorum and voting rules at meetings. ONCA gives organizations real flexibility here, but that flexibility only works if the governing documents actually spell out the mechanics clearly — a vague delegate provision can create genuine confusion about who is entitled to vote on what.

Organizations considering a move to a delegate model, or already using one inherited from an older structure, should have the relevant by-law provisions reviewed against ONCA's current rules, since older delegate structures were sometimes built under the prior Corporations Act framework and may need updating.