Can members requisition a special meeting of an Ontario not-for-profit corporation?
Yes. ONCA gives members who hold a specified percentage of the corporation's voting rights the ability to requisition a special meeting, forcing the directors to call one even if the board itself has no interest in doing so. This is an important check on a board that might otherwise be able to avoid addressing a contentious issue simply by not putting it on an agenda.
The requisition must be in writing, state the business the requesting members want addressed at the meeting, and be delivered to the corporation. Once a valid requisition is received, the directors must call the meeting within a set period, and if they fail to do so, ONCA allows the requisitioning members themselves to call the meeting, with the corporation generally responsible for the reasonable costs of doing so.
This mechanism is most often used in disputes over board conduct, financial concerns, or disagreements about the organization's direction. Because the exact percentage threshold and procedural steps are technical, and getting them wrong can let a board argue the requisition was invalid, members considering this route should have the requisition reviewed before sending it.
Key takeaways
- Members holding a specified percentage of voting rights can force the board to call a special meeting.
- The requisition must be in writing and specify the business to be addressed.
- If directors don't act on a valid requisition, members can call the meeting themselves.
- Technical requirements make it worth having the requisition reviewed before it's sent.