What happens if an Ontario not-for-profit corporation's membership drops to zero?

This is a real structural problem, not just a technicality, because ONCA's governance model assumes there are members to elect directors, approve by-laws, and exercise oversight. If a corporation's membership genuinely drops to zero — every member has resigned, died, or been removed — the directors are generally expected to act promptly to admit new members rather than allow the corporation to keep operating indefinitely with no membership at all.

A corporation left without any members for an extended period puts itself at real risk: without members, key governance steps like confirming by-laws or holding a valid annual meeting become difficult or impossible to complete properly, and prolonged dysfunction can expose the corporation to administrative dissolution through the Ontario Business Registry's ordinary enforcement processes, or scrutiny if it is a registered charity relying on member oversight as part of its own accountability.

If an organization sees its membership shrinking toward this point — a common risk for small, aging community groups — the practical priority is recruiting new members and reviewing whether the membership criteria in the by-laws are unnecessarily restrictive, before the situation becomes a genuine governance crisis rather than a gradual decline.