Can non-members serve as directors of an Ontario not-for-profit corporation?

Generally, yes. ONCA does not require that a director also be a member of the corporation, and many not-for-profits deliberately recruit directors from outside their membership to bring in specific skills — financial, legal, or sector expertise — that the existing membership might not otherwise have on the board. Whether this is actually available to a particular corporation, though, comes down to what its own articles or by-laws say, since a corporation can choose to require directors to be members if it wants that closer link between governance and membership.

Organizations should check their own governing documents before assuming either way. An organization that has always informally brought in outside expertise as directors, without checking whether its by-laws actually require director-members, may find on closer review that its board has technically been improperly constituted — a fixable problem, but one better caught and corrected proactively than raised by a disgruntled member during a dispute.

Where a corporation wants the flexibility to bring in non-member directors and its by-laws currently require membership, updating the by-laws (with the usual member confirmation) is a straightforward fix.