How Have Voting Rights and Member Meetings Changed Under ONCA?

Ontario nonprofits have had a few years to adjust to life under ONCA. For many organizations, that adjustment is still unfinished business.

Two of the most practical changes under this law involve how members call meetings and how they vote. These aren't small technical details. They shape how much power everyday members have in an organization's decisions.

This article breaks down both changes, explains why they matter, and walks through what nonprofits need to check in their own bylaws right now.

What Changed for Members' Meeting Thresholds

Calling a members' meeting used to be harder. ONCA made it easier, and more flexible.

Under the old Ontario Corporations Act, members needed to hold at least 10 percent of the total votes before they could formally demand a meeting. That rule applied to every nonprofit, regardless of size. A large charity with thousands of members and a small community group with thirty members followed the same fixed threshold.

ONCA lowered the default threshold to 5 percent. It also gave nonprofits the option to set the bar even lower through their own bylaws, or to leave it at 5 percent if that works for their membership.

Why this matters:

A lower threshold gives more members a real voice. For large organizations, this shift can be significant.

Consider a nonprofit with 1,000 members:

• Under the old rule, 100 members had to agree before a meeting could be called
• Under the ONCA default, that number drops to 50 members
• With a customized bylaw, the organization could set it even lower, depending on what fits their community

Smaller organizations may see less of a practical difference, since a handful of members could already reach 10 percent. But the flexibility still matters, because it lets each nonprofit decide what level of member-driven accountability makes sense for its own size and structure. For a broader look at what members can and can't do under this law, see our guide to member rights and responsibilities under ONCA.

Here's a side-by-side comparison of how the rule shifted:

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This table matters for one practical reason. Many nonprofits still have bylaws that reference the old 10 percent rule, word for word. Under ONCA, that language is automatically treated as amended to match the law. But an outdated bylaw document creates confusion for directors, members, and anyone reviewing the organization's governance.

What Changed for Proxy and Alternative Voting Methods

Voting used to be simpler in one specific way. It's now more flexible, but it also requires more planning.

Under the old law, members automatically had the right to vote by proxy. This meant someone else could vote on their behalf without the bylaws needing to say anything about it. It was a built-in default.

ONCA removed that automatic right. Proxy voting is now only available if a nonprofit's bylaws specifically allow it.

At the same time, ONCA opened the door to other voting methods that weren't clearly available before. Bylaws can now permit:

• Voting by mail
• Voting by telephone
• Voting electronically (online voting platforms, email ballots, and similar tools)

Why this matters:

This change puts more decision-making power in the hands of each organization. A nonprofit with an older, less tech-comfortable membership might keep proxy voting and skip electronic options. A nonprofit with a younger or more geographically spread-out membership might drop proxy voting entirely and shift to online ballots instead.

Neither approach is required. What is required is that the choice gets written into the bylaws clearly. For more detail on how notice and voting logistics work in practice, see our guide to the annual members' meeting under ONCA.

An organization that hasn't updated its bylaws to address these options may be operating in a grey area. Members might assume they can still vote by proxy simply because that used to be the default. If the bylaws don't confirm that right still exists, disputes can follow.

Is Your Nonprofit's Bylaw Language Still Compliant?

The ONCA transition period is over. That means this is no longer a "someday" project.

The three-year transition window closed on October 19, 2024. Any bylaw provisions that don't align with ONCA are automatically deemed to have been amended, whether or not the organization ever formally updated its paperwork. That's confirmed directly by the Government of Ontario's guidance on not-for-profit and charitable corporations, which notes that organizations that missed the deadline won't be dissolved, but should still review which provisions are deemed amended. That sounds convenient, but it often creates more confusion than it solves. Directors and members are left guessing which version of a rule actually applies.

A quick self-check can clarify where an organization stands. Ask the following:

• Do the bylaws state a specific threshold for members to demand a meeting, or do they still reference the old 10 percent rule?
• Do the bylaws clearly say whether proxy voting is allowed?
• If proxy voting is allowed, do the bylaws explain how it works?
• Do the bylaws mention any alternative voting methods, like mail, phone, or online voting?
• Has the board reviewed these sections since 2021, when ONCA first came into force?

If the answer to most of these is "no" or "not sure," the bylaws likely need updating. This isn't just a paperwork issue. Outdated bylaws can create real governance problems, including disputes over whether a meeting was properly called or a vote was properly conducted.

For a deeper look at what happens when the deadline has already passed, see Is It Too Late to Comply with the ONCA? And if the board needs a starting template rather than a line-by-line audit, sample bylaws for Ontario nonprofits is a useful reference point.

Steps for Nonprofits to Adapt to These Changes

Fixing outdated bylaws doesn't need to be complicated. It just needs to happen in the right order.

Nonprofits that haven't already gone through this process can follow these steps:

1. Review current bylaws. Start by identifying every section that touches on meeting thresholds, proxy voting, or voting methods. Compare that language against ONCA's current rules.
   
   
2. Engage with members. Ask members what voting methods actually work for them. A younger membership base might prefer online voting. An older membership base might still value proxy voting or in-person meetings.
   
   
3. Amend the bylaws. Update the language to reflect the chosen meeting threshold and voting methods. Make sure the wording is specific and leaves no room for misinterpretation. Note that most bylaw amendments require an ordinary or special resolution — see who is responsible for creating ONCA amendments to your bylaws for how that approval process works.
   
   
4. Communicate the changes. Once bylaws are amended, tell members directly. Explain what changed and how it affects their ability to call meetings or cast votes.
   
   
5. Set up new voting systems. If the organization is adding electronic voting or another new method, test the system before it's actually needed. Give members a short walkthrough so nobody is confused on voting day.

None of these steps require major legal complexity. But skipping them can leave a nonprofit operating on guesswork instead of clear rules. Organizations that want hands-on support through this process can book a free consultation with a B.I.G. charity lawyer.

Frequently Asked Questions

Can members still vote by proxy under ONCA?

Only if the bylaws specifically allow it. Proxy voting is no longer automatic under ONCA. Nonprofits that want to keep this option need to state it clearly in their bylaws.

What is the default threshold for calling a members' meeting under ONCA?

The default is 5 percent of total votes, down from the previous 10 percent requirement. Nonprofits can lower this further through their own bylaws if they choose.

Do all Ontario nonprofits need to update their bylaws for ONCA?

Yes. Any nonprofit incorporated in Ontario is subject to ONCA. Bylaw provisions that don't match ONCA's rules are automatically deemed amended, but organizations still benefit from formally updating their documents to avoid confusion. The official ONCA statute is available through CanLII for organizations that want to review the exact legislative text.

What happens if a nonprofit missed the ONCA compliance deadline?

The deadline passed on October 19, 2024. Missing it doesn't dissolve the organization, but it does mean the bylaws are legally treated as amended in ways the organization may not have documented. It's still possible, and advisable, to bring bylaws into proper compliance now. See Is It Too Late to Comply with the ONCA? for next steps.

Can a nonprofit choose different voting methods for different types of meetings?

Generally, yes, as long as the bylaws are written clearly enough to describe when each method applies. This flexibility is one of the main advantages ONCA introduced.

Bringing It All Together

ONCA gave Ontario nonprofits more flexibility over how members call meetings and how they vote. That flexibility is a good thing, but only if it's actually written into an organization's bylaws.

A lower meeting threshold can encourage a more engaged membership. Clear voting rules, whether that means keeping proxy voting or shifting to electronic ballots, can make participation easier for everyone.

The organizations that benefit most from these changes are the ones that took the time to update their bylaws properly, rather than relying on the law's automatic amendments to fill the gaps. For nonprofits that haven't reviewed their bylaws since ONCA came into force, now is the time. Organizations looking for a full compliance walkthrough can also reference our step-by-step ONCA compliance guide.

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