Nonprofit Bylaws Under ONCA: What to Include and How to Amend Them

Starting or restructuring a not-for-profit in Ontario means navigating two foundational documents: your articles of incorporation and your bylaws. Under the Ontario Not-for-Profit Corporations Act, 2010 (ONCA), getting your nonprofit bylaws ONCA Ontario requires you to get both documents right from day one — because errors in either can create governance headaches that are expensive to untangle later.

Many boards treat bylaws as an afterthought, adopting a boilerplate template and filing it away. That approach invites trouble. Bylaws that conflict with your articles, leave membership procedures vague, or skip key meeting rules can expose directors to liability and throw a wrench into funding applications that ask for governance documentation.

This guide walks through what articles and bylaws each do, what your bylaws must and should cover, how the ONCA amendment process works, and the most common mistakes to avoid.

Articles vs. Bylaws: Two Different Layers of Governance

Before drafting a single clause, it helps to understand what each document actually does.

Articles of incorporation are the constitutional document you file with ServiceOntario. They establish the corporation's legal existence, its purposes, any restrictions on activities, and fundamental matters like membership classes if you choose to entrench them. Once filed, articles can only be changed by a special resolution of members confirmed at a meeting — a higher threshold than for bylaws. Think of articles as what your organization is.

Bylaws are the internal rulebook that your board adopts and your members confirm. They govern how the corporation operates on a day-to-day basis: how members join and are removed, how directors are elected, how meetings run, who can sign a cheque. Unlike articles, bylaws don't get filed with the government — you keep them internally and update them through the process described below.

The practical takeaway: keep fundamental matters (purposes, membership classes) in the articles only if you want them to be harder to change. Operational detail belongs in bylaws, where amending is easier.

What Your Bylaws Should Cover

ONCA sets out certain default rules that apply when your bylaws are silent. Relying on defaults is risky — they may not reflect how your organization actually wants to operate, and a well-drafted bylaw tailored to your situation is always clearer. At minimum, your bylaws should address each of the following.

Membership

• Classes of membership: voting versus non-voting, individual versus organizational, honorary members and any distinctions in rights.
• Admission: who qualifies, how a person applies, who approves (board, executive director, a membership committee).
• Dues: amount, payment frequency, what happens to a member who lapses.
• Suspension and expulsion: the grounds, the notice period, and the right of the affected member to be heard before a decision is made. ONCA requires procedural fairness — your bylaw should spell this out.
• Resignation: how a member resigns and whether outstanding dues survive.

Directors

• Number of directors: ONCA allows a range (e.g., minimum three, maximum nine). A fixed number is also fine.
• Qualifications: residency requirements if any, conflict-of-interest provisions, age.
• Election: process, who votes, whether elections are held at each annual meeting or on a staggered basis.
• Term: length of each term and any term limits.
• Vacancies: whether the board can fill a mid-term vacancy, and for how long that appointment lasts.
• Removal: the threshold required and whether members or directors can initiate removal.

Officers

List the officers your corporation will have (typically President, Vice-President, Secretary, Treasurer — sometimes combined into Secretary-Treasurer), how they are appointed (usually by the board after the AGM), their duties, and how an officer vacancy is filled.

Meetings of Members

• Annual meeting timing: ONCA requires an annual meeting; your bylaw sets the general timeframe.
• Notice: minimum days of notice, acceptable methods of delivery (email, mail, website posting).
• Quorum: the minimum number of members (or percentage) needed to conduct business.
• Voting: show of hands versus ballot, electronic voting if permitted, how ties are broken.
• Proxies: whether members may vote by proxy, and any form or deadline requirements.
• Special meetings: who may call one and on what grounds.

Board Meetings

Notice requirements, quorum for the board (often a majority of directors in office), and whether meetings may be held electronically. ONCA permits meetings by phone or video if all participants can communicate simultaneously.

Fiscal Year, Signing Authority, and Borrowing

Name the fiscal year-end, specify who may sign contracts and cheques on behalf of the corporation (and any dollar thresholds requiring dual signatures), and set out the board's authority to borrow — or restrict it.

Amendments

Your bylaw should state what threshold is required to amend any bylaw. If your bylaw is silent, ONCA's default applies (see below).

How to Pass a Bylaw Under ONCA

ONCA uses a two-step process for bylaws:

1. Board passes the bylaw. The board adopts the new (or amended) bylaw at a duly constituted board meeting by ordinary resolution — a majority of votes cast unless the articles or another bylaw require a higher threshold.

1. Members confirm at the next meeting. The bylaw takes effect immediately upon board passage, but it must be submitted to the members for confirmation (or rejection) at the next meeting of members — whether that is the annual meeting or a special meeting called for the purpose. If members do not confirm the bylaw, it ceases to have effect from that point, but anything done under the bylaw before the rejection remains valid.

The timing matters: a bylaw passed by the board in October may not go before members until the spring AGM. Keep careful minutes at both steps.

Amending a Bylaw

The amendment process mirrors the process for passing a new bylaw: board resolution first, then member confirmation at the next meeting. However, it is worth knowing the difference between resolution types under ONCA:

• Ordinary resolution: passed by a majority (more than 50%) of votes cast. This is the default for bylaw amendments unless your articles or existing bylaws specify otherwise.
• Special resolution: requires at least two-thirds of votes cast. ONCA mandates special resolutions for certain fundamental changes (amending the articles, amalgamating, dissolving), not typically for bylaws — but your articles could require a special resolution for bylaw amendments if you chose to entrench that.

Check your own documents before calling a vote. If your articles say bylaw amendments require a special resolution, an ordinary-resolution vote will not be valid.

Common Bylaw Mistakes

Gaps in membership procedures. A bylaw that says "members may be expelled for cause" without defining cause, notice period, or a right to respond is asking for a court challenge. ONCA's procedural-fairness requirements mean you need at least a bare-bones process in writing.

Failing to confirm bylaws at a member meeting. Boards that pass bylaws and never bring them to members are operating under unconfirmed rules. If a dispute arises, the bylaw's validity can be challenged.

Bylaws that conflict with the articles. If your articles specify four director positions and your bylaw says three to seven, you have a conflict. Articles govern; the conflicting bylaw clause is void.

Copying bylaws from another jurisdiction. Canada Business Corporations Act bylaws or Ontario Business Corporations Act precedents have different defaults and procedures. ONCA is a distinct statute — use precedents drafted specifically for it.

Using ONCA's Default Rules

When your bylaws are silent on a topic, ONCA's default rules apply automatically. For example, if your bylaw does not specify a quorum for member meetings, ONCA's default kicks in. Defaults are a safety net, not a strategy. Review the defaults as part of your drafting process and decide deliberately whether to adopt, modify, or override each one.