How many directors does an Ontario not-for-profit corporation need under ONCA?

ONCA sets a minimum number of directors, and the minimum depends on whether the corporation is a soliciting or non-soliciting corporation. Soliciting corporations — broadly, those that receive meaningful public donations, government funding, or similar outside revenue — must have more directors on the board than non-soliciting corporations, reflecting the greater public interest in how that money is governed. A corporation's articles or by-laws can require more directors than the statutory floor, but not fewer.

Beyond the minimum, ONCA does not cap how many directors a corporation may have, and organizations should think practically about board size: too few directors can make it hard to reach quorum and spread governance workload, while too many can make meaningful discussion and decision-making unwieldy.

If your organization's funding mix has shifted — for example, it recently began receiving significant government grants or public donations — it is worth checking whether it has moved from non-soliciting to soliciting status, since that can change the minimum board size along with other compliance obligations. A corporation whose actual director count has fallen below whatever minimum currently applies to it should treat that as a priority to fix.