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Can a not-for-profit corporation in Ontario pass member resolutions in writing without a meeting?

TSL Written by the Treadstone Law team· Updated August 2026

Yes. ONCA allows members of an Ontario not-for-profit corporation to pass a valid resolution without holding an actual meeting, as long as the resolution is put in writing and signed by all members who would have been entitled to vote on it at a meeting. A resolution passed this way has exactly the same effect as one passed at a properly called and held members' meeting — it just replaces the meeting itself, not the substance of what members need to approve.

The practical limitation is the word "all" — unlike an ordinary resolution passed at a meeting, which generally only needs a majority of those present and voting, a written resolution needs every single member entitled to vote to actually sign it. For an organization with a small, engaged membership, that is often realistic; for one with a large or geographically spread membership, gathering every signature can be harder than simply holding a meeting, especially now that ONCA permits fully electronic meetings.

Corporations using written resolutions regularly should keep them properly organized in the minute book alongside meeting minutes, since a written resolution is a formal corporate record, not an informal email chain.

Key takeaways

  • ONCA lets members pass valid resolutions in writing instead of holding a meeting.
  • Every member entitled to vote must sign; a majority alone isn't enough for a written resolution.
  • A written resolution has the same legal effect as one passed at a meeting.
  • Written resolutions should be kept in the minute book as a formal corporate record.
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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