ONCA

Knowing how members can remove directors under the Ontario Not-for-Profit Corporations Act (ONCA) for proper not-for-profit governance is essential. Here is a guide to help you navigate this process easily.

Special Meeting of Members: Members can initiate the removal of directors by calling a special meeting.  

Ordinary Resolution: The removal process is facilitated through an ordinary resolution passed by the members at the special meeting. This democratic approach ensures that decisions regarding director removal are made collectively.

Exclusivity for Certain Members: It is important to note that if a group or class of members has the exclusive right to elect a particular director, only that group or class can remove the director in question.

Understanding ex-officio directors: Ex-officio directors cannot be removed by this process. Their position is not subject to member removal, emphasizing the specific nature of their appointment.

To remove directors under ONCA, members need to convene a special meeting and put forth an ordinary resolution for the removal. Also, it's very important to ensure that the relevant group or class of members, if applicable, exercises their exclusive authority to remove a director.

It's worth mentioning that ex officio directors are exempt from this removal process. Adhering to these guidelines enables not-for-profit organizations to uphold transparency and accountability within their governance framework.

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