Difficult Charity Directors in Canada: Removal for Cause

Every charity board hopes for smooth meetings and directors who pull in the same direction. Real boards don't always work that way.

Conflict happens. Sometimes it's healthy disagreement. Sometimes it's something else entirely.

At B.I.G. Charity Law Group, we get a version of this call every few weeks: a board chair, sounding a bit exhausted, asking some form of "what do we actually do about this person?" Usually, they've already tried talking it out. Usually, they're not sure what the law lets them do next.

This guide walks through how to tell the difference between a difficult director and a merely challenging one, how to resolve conflict before it escalates, and what the law actually requires if removal becomes the only option. We'll also flag where sample bylaw language can help — and where it can backfire. For the broader picture of a director's role and duties, see our guide on charity board of directors: legal requirements and best practices in Canada.

Recognizing a Difficult Director (Not Just a Challenging One)

A director who disagrees with you isn't automatically a problem. In fact, boards that never disagree are usually missing something.

Homogeny isn't a governance strength. A board full of people who think alike will miss risks that a sharper, more independent voice might have caught. Some of the best board members we've worked with are the ones who ask the uncomfortable question in the meeting nobody wanted to ask.

"Difficult" means something narrower. It's a director who makes the organization's work harder without adding value to it.

Here's what that tends to look like in practice:

• They consistently disrupt meetings or derail the agenda
• They skip meetings or don't follow through on assigned duties
• They make decisions based on personal interest rather than the charity's mission
• They're disrespectful or aggressive toward other directors or staff
• They ignore the charity's policies, values, or code of conduct

In practice: the trigger that actually gets a board to call a lawyer is rarely the disruptive meeting behaviour on its own. It's usually a conflict of interest — a director steering a contract toward a company they own, or voting on a grant that benefits a family member. That's when "difficult" starts to look like a legal exposure problem, not just an interpersonal one.

Resolving Conflict Before It Reaches Removal

Removal should be your last option, not your first move. Most director conflicts can be worked out — and the law generally expects a charity to try.

Here are the approaches that tend to work, roughly in order:

1. Have a private conversation. A calm, direct chat between the chair (or another trusted director) and the person causing friction resolves more conflicts than people expect. Ask questions before making accusations.
2. Bring in a mediator. When a private conversation doesn't land, a neutral third party can reframe the conversation and get both sides talking instead of talking past each other.
3. Offer training. Some directors genuinely don't realize the effect they're having, or they haven't been given the governance training to do the job well. A short course or orientation session can fix more than people assume.

In practice: we've seen boards jump straight to "let's remove them" within days of a single bad meeting. Almost every time, a private conversation the board never had would have solved it. Removal without first trying resolution can also weaken your legal position later — it makes it look like the board acted on emotion, not evidence.

There are exceptions. If the issue involves financial misconduct, a serious conflict of interest, or a safeguarding concern, you don't need to work through every resolution step first. Some behaviour justifies moving straight to documentation and legal advice. Our charity governance best practices guide covers how to build stronger conflict-of-interest safeguards before this stage is ever reached.

The Legal Framework Behind Director Removal

Before you can remove a director, you need to know where your authority to do it actually comes from. This is the part most boards get wrong — and it's also where "difficult director" articles online tend to gloss over the details.

The rules differ depending on how your charity is incorporated.

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A common misconception we hear: that the board votes a difficult director off the board. In most cases, it's the members who hold that power, not the other directors. Confusing the two can void an otherwise valid removal.

In practice: we still see charities operating on bylaws drafted before ONCA came into force, quoting a two-thirds threshold that's no longer valid. If your bylaws haven't been reviewed since 2021, that's worth checking before you rely on them.

For the full step-by-step process of removing a director under ONCA — notice requirements, meeting procedure, and post-vote filings — see our guide on how members can remove directors under ONCA. For a broader look across federal and provincial charities, see how to remove a director from a Canadian charity. Once a director change is finalized, don't forget to update your charity's information with the CRA Charities Directorate — director changes affect your T3010 filing and public listing.

Removing a Director for Cause: What "Cause" Actually Means

"Cause" isn't a vague idea — it needs to be something you can document and defend.

Generally, cause includes:

• Repeated, unexcused absence from meetings
• Conduct that damages the organization or its reputation
• Violating the charity's bylaws, policies, or code of conduct
• Breaching fiduciary duty (self-dealing, conflicts of interest, or acting against the charity's best interests)

Before you act, follow these steps:

1. Check your governing documents and the applicable act. Confirm your bylaws align with ONCA, the CNCA, or your provincial statute — not an outdated version.
2. Document everything. Keep dated records of the problematic conduct and every attempt made to resolve it. If the removal is ever challenged, this record is what protects the charity.
3. Follow due process. Give proper written notice, allow the director to respond, and hold the vote at a properly called meeting.
4. Get legal advice before you act, not after. A removal done incorrectly can be challenged and reversed — and it can expose the charity to liability it didn't need to take on.

In practice: the single biggest mistake we see is a board that starts documenting the problem only after they've decided to remove someone. Documentation needs to start the moment the pattern starts, not once the decision's already made.

Sample Bylaw Language for Director Removal

If your bylaws don't already address removal, here's a starting point. Have your lawyer review and adapt it to your governing statute before adoption — thresholds and notice periods vary by act.

"Any director may be removed from office by ordinary resolution of the members at a special meeting called for that purpose, provided that written notice of the proposed removal has been given to all members and the director in question at least ten (10) days before the meeting. The director shall be given an opportunity to be heard before the vote is taken."

This wording reflects the simple-majority standard under ONCA and the CNCA. If your charity is incorporated under a different provincial act, the threshold or notice period may differ — don't copy this clause without checking. Our team can review your existing bylaws for ONCA compliance as part of a governance check-up.

Preventing Future Director Conflicts

The easiest conflict to manage is the one that never happens. A few structural habits go a long way:

• Set clear expectations. Written role descriptions, a code of conduct, and a proper board orientation head off a lot of confusion before it starts.
• Run regular board evaluations. Self-assessments and peer reviews surface friction early, before it turns into a pattern.
• Invest in governance training. Not every director arrives with nonprofit board experience. Training closes that gap.
• Tighten your recruitment process. Look for genuine mission alignment and interpersonal skill, not just a recognizable name on the board.

In practice: the charities that call us least often about "difficult director" situations tend to have one thing in common — a real onboarding process for new directors, not just a signature on a conflict-of-interest form. A director code of conduct policy is one of the simplest ways to formalize this. It's also worth thinking about how leadership transitions happen more broadly — see our guide on charity succession planning in Canada.

Conclusion

Most director conflicts get resolved through conversation, mediation, or training — not removal. But when removal is genuinely the only option, doing it correctly protects your charity's governance, its reputation, and its charitable registration.

If your board is dealing with a difficult director, or you simply want to confirm your bylaws are ONCA-compliant before a situation arises, don't navigate it alone. Reach out to B.I.G. Charity Law Group for guidance built on years of hands-on experience with Canadian charity governance.

Call us at 416-488-5888, email dov.goldberg@charitylawgroup.ca, visit CharityLawGroup.ca, or schedule a free consultation today to get clear, practical answers before you act.

Frequently Asked Questions

Can a charity remove a director without cause in Ontario? 

Yes. Under ONCA, members can remove a director by ordinary resolution (simple majority) at a special meeting, with or without cause, unless the charity's articles say otherwise.

What happens if our bylaws don't address director removal? 

Your charity still has to follow the applicable statute — ONCA, the CNCA, or your provincial act — even if your bylaws are silent or outdated. Outdated bylaws don't override the law.

Can a removed director take legal action against the charity? 

It's possible, particularly if proper notice or due process wasn't followed. Following the correct procedure and keeping clear documentation is the best protection against a successful challenge.

Is removing a director different from removing an officer? 

Yes. Officer roles (like treasurer or secretary) are usually appointed by the board itself and can typically be changed by the board. Director removal generally requires a member vote under the governing statute.

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