Navigating the ins and outs of corporate governance for Not-For-Profits (“NFPs”) and Charities in Ontario can feel overwhelming. To help cut through the noise, we’ve compiled a list of some of the most frequently asked questions we received in 2025. We hope this gives you clear, practical guidance on some items that may be top of mind.
1. Q: Are we too late for the Ontario Not-for-Profit Corporations Act (“ONCA”) transition?
A: Existing NFPs and charities had until October 18, 2024, to transition to ONCA. So, short answer, yes, you are late, but better late than never! If you haven’t transitioned yet, it likely means your organization is operating with outdated provisions in its letters patent and by-laws, which can make compliance under the new rules challenging. We can help you update your documents – reach out to get started.
2. Q: What do we do if a director declares a conflict of interest?
A: This procedure is well defined in ONCA. Directors and officers must:
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- Declare the nature of the conflict of interest to the Board prior to or at the meeting;
- The Board may determine whether a conflict exists;
- If a conflict exists, the director must:
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- Leave the meeting during discussions related to the matter in conflict; and
- Not vote in any matter related to the conflict.
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To ensure legal compliance, declared conflicts should be recorded in Board meeting minutes.
3. Who can access Board meeting minutes?
A: Directors only, subject to any exceptions, of course. Members do not have access to the Board meeting minutes.
4. Do we need to keep in-camera meeting minutes?
A: Yes. In-camera meeting minutes must be taken and kept separately from regular Board meeting minutes. Access could be restricted to the Board or to certain Board members. While these minutes are considered confidential, it is possible a court could require the board to share them.
5. Q: Can we pay a director on the Board?
A: NFPs can pay a Board member for acting as a Board member, or for acting in another capacity for the NFP. However, NFPs should be cognizant of conflicts of interest that could arise as a result. When it comes to registered charities, a Director cannot be paid in their role as a Director, but could be paid for acting in another capacity towards the charity in accordance with requirements of the Charities Accounting Act. These rules are in place to minimize the risks associated with conflicts of interest.
6. Q: Can our ED/CEO be a director or secretary?
A: In short: for NFPs, yes, but this is not recommended. For Registerered Charities, no. Ulitmately, this may introduce significant conflicts of interest as the ED/CEO could be privy to confidential Board information. One possible approach could be to appoint the ED or CEO as an officer in their current role.
7. Q: What happens if we don’t meet quorum at an Annual Meeting of Members (i.e. AGM)
Simply put, you cannot proceed with the meeting or make any decisions. You should adjourn or reschedule the meeting.
8. Q: Can we operate fee-for-service activities as a charity?
A: With Journey to Belonging and a transition to a fee-for-service model imminent, agencies are asking whether a fee-for-service model will threaten their charitable status. As we often say in the legal profession, it depends! There is a threshold question that every charity must consider before deciding if they can charge a fee-for-service: “Do the purposes in the articles or letters patent allow the charity to provide the service? If yes, then there is good chance this model could work for you. If no, then without updating your purposes, you could not operate under this model. We strongly suggest you reach out to legal counsel if you are curious about providing fee-for-service programming.
9. Do we need to have governance policies?
A: While they are not mandatory, they are highly recommended. NFPs must, however, have by-laws.
10. Q: Are “skilled” directors held to a higher standard than regular directors?
A: Under the common law, (aka court precedent), directors or officers were traditionally held to a subjective standard of care based on their skills and experience. The common law standard was modified by the objective standard in ONCA, where directors or officers must generally act reasonably, prudently and in good faith, regardless of skill or experience.
11. Q: Can we have a virtual Annual Meeting of Members?
A: Yes, unless otherwise prohibited in the By-laws. If your by-laws we silent on this issue, virtual meetings are allowed. The technology used must allow members to fully participate in the meeting. This includes adequate options to communicate and discuss, as well as the ability to vote.
12. Q: Can a member access the corporation’s membership list?
A: Yes. A registered member of the corporation is able request the register of members, as follows:
- examine the membership registry in-person during regular office hours or remotely (virtually), and be provided with an extract of the registry on payment of a reasonable fee to the corporation, or
- be provided with a list of members (names and addresses), on payment of a reasonable fee to the corporation.
However, ONCA requires that the member provide a “statutory declaration” to the corporation as part of their request.
NOTE: A statutory declaration is a written statement that must be witnessed and commissioned by an authorized official such as a notary public or commissioner for oaths.
If you require legal assistance, we encourage you to reach out to your regular PooranLaw lawyer, or any member of our team.
Note: This article provides general information only and does not constitute, and should not be relied upon as, legal advice or opinion. PooranLaw Professional Corporation holds the copyright to this article and its contents may not be copied or reproduced in any form, in whole or in part, without the express permission of PooranLaw Professional Corporation.
