Voting and quorum
This page tells you what Ontario’s Not-for-Profit Corporations Act (ONCA) says about voting at board and members’ meetings.
If you incorporated before ONCA was proclaimed on October 19, 2021, your bylaws or articles may not comply with the rules explained below. You have until October 18, 2024 to review, update, and file your governing documents with the Ontario government. Until then, the rules in your articles and bylaws continue to be valid. This is true as long they were valid before the ONCA took effect.
What is proxy voting?
Proxy voting is when a member who can’t go to a meeting lets the nonprofit know that someone else will go to the meeting and vote instead of them. The person who votes on behalf of the member is called a proxy holder.
Board meetings
No.
No one can vote on behalf of a director who isn’t at a board meeting (Section 23).
A majority of directors need to be at a board meeting for the board to be able to vote officially, unless your articles or bylaws say you don’t need a majority (Section 34).
You can decide on any number for your quorum in your bylaws. A quorum is the minimum number of directors you need at a board meeting for the board to be able to vote officially on issues.
Yes. As long as your bylaws say you can (Section 67).
Members’ meetings
No. Voting members don’t have the right to vote by proxy unless your articles or bylaws allow it (Section 64).
If your articles or bylaws allow for proxy voting you should think about how absent members will vote on motions that are raised during a meeting. One solution would be to say that all motions have to be sent in advance. Another is to give members and a person voting on behalf of a member some time after the meeting to vote on motions that came up during the meeting.
Yes. A person voting on behalf of a member doesn’t have to be a member. However, your bylaws can say that they need to be a member (Section 64).
No.
You need a majority of voting members to make a quorum of members. But your bylaws can set a lower or higher quorum (section 57).
Those with proxy votes who are voting on behalf of members, are counted in a quorum. A quorum is the minimum number of members you need at a members’ meeting for a nonprofit to be able to vote officially on issues.
Yes, as long as your bylaws say you can (Section 67).
If you decide to use electronic voting, think about how you will make sure that only the people who have the right to vote are able to vote. You also need to make sure that their vote is secure and secret, if that’s what your bylaws say.
Reviewed: 2022-09-16