TREADSTONE LAW · ONTARIO · DIGITAL LEGAL SERVICES · EST. MMXXI ·TSL
Learn/Ask a Lawyer/Corporate/Can an Ontario not-for-profit…
Corporate

Can an Ontario not-for-profit corporation have non-voting or honorary members with no voting rights?

TSL Written by the Treadstone Law team· Updated August 2026

Yes. ONCA allows a not-for-profit corporation to create a class of members with no voting rights at all — often used for honorary members, supporters, or associate members who are part of the organization's community without taking part in its formal governance. This gives organizations real flexibility to recognize contributors, past leaders, or program participants as members in a meaningful sense without giving every one of them a vote on corporate matters.

The one firm limit is that the corporation cannot make every class of member non-voting — ONCA requires that at least one class retain voting rights, since the statute is built around the principle that members ultimately have democratic oversight of the corporation. As long as that floor is respected, the corporation has broad discretion over how many non-voting classes it creates and what, if anything, distinguishes them beyond the absence of a vote.

These classes, and their rights (or lack of rights), need to be clearly set out in the articles or by-laws rather than left as an informal practice, since ambiguity about who is or isn't a "member" for voting purposes is a common source of later disputes, particularly around who is entitled to attend and vote at the annual meeting.

Key takeaways

  • ONCA permits non-voting or honorary member classes with no vote on corporate matters.
  • At least one member class must retain voting rights; a corporation cannot eliminate voting entirely.
  • Honorary or non-voting classes are a good way to recognize contributors without giving them governance power.
  • These classes must be clearly defined in the articles or by-laws, not left informal.
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.
Was this helpful?Share:

Go deeper

Still have questions?

Search 6,000 answers, or send yours to a Treadstone lawyer — we answer in plain language.

All answersStart a File →