What proxy voting rules apply to members of an Ontario not-for-profit corporation?

ONCA allows a not-for-profit corporation to permit members to vote by proxy — appointing someone else to attend a meeting and vote on their behalf — but unlike some business corporation contexts, proxy voting for a not-for-profit is only available if the corporation's own articles or by-laws actually authorize it. A corporation whose governing documents are silent on proxies, or that has deliberately chosen not to allow them, does not have to accommodate proxy voting simply because ONCA permits it in principle.

Some membership organizations deliberately restrict or prohibit proxy voting, particularly where the culture of the organization values direct participation by members who actually attend, and worry that proxy voting could let a small group accumulate outsized influence by collecting many other members' proxies. Others, especially those with large or geographically spread memberships, rely on proxies heavily to reach quorum and get business done at all.

Where proxy voting is permitted, the by-laws should set out the mechanics clearly — how a proxy must be appointed, whether it needs to be in writing, and any limit on how many proxies a single person can hold — since ambiguity here is a common source of disputes about whether a vote was validly counted.