Roles of Members in Canadian Charities and Directors

Understanding the term "member" in the context of charities is crucial for ensuring smooth operations and avoiding conflicts. Many people assume a member is anyone involved with the charity — a volunteer, a donor, an advocate. In a legal sense, however, "member" has a specific and narrower meaning: someone with voting rights as defined in the organization's corporate documents, typically the bylaws.

Who Are Members?

In many charitable organizations, members play a vital role. Unlike general participants or supporters, members have specific voting rights and responsibilities outlined in the charity's bylaws. For example, they vote on key issues like electing the Board of Directors or approving major changes in the organization's direction.

Not all members are the same. Depending on what the bylaws allow, a charity may have:

• Voting members — the default category, entitled to vote at meetings on matters like director elections and bylaw amendments
• Non-voting or associate members — individuals recognized as part of the organization's community but without formal voting rights
• Corporate or organizational members — where another corporation or entity, rather than an individual, holds membership

The specific rights attached to each category live in the bylaws and articles of incorporation. For guidance on what those documents should actually contain, including how membership classes and life memberships are handled, see what to include in the bylaws of a Canadian non-profit.

Charities With Members

In contrast to US nonprofits, all Canadian not-for-profits (and incorporated charities) must have members. The presence of members adds a layer of democracy to the organization's operations.

The exact rules depend on which statute the organization is incorporated under:

• Federally incorporated charities fall under the Canada Not-for-profit Corporations Act (CNCA), administered by Corporations Canada
• Ontario-incorporated charities fall under the Ontario Not-for-Profit Corporations Act (ONCA)
• Other provinces have their own not-for-profit statutes with broadly similar member requirements but different procedural details

Because member meeting rules, notice periods, and voting mechanics can differ between CNCA and ONCA, it's worth confirming which statute governs your organization before relying on general guidance — our ONCA resource hub covers the Ontario-specific rules in more depth.

The Role of the Board of Directors

In addition to the requirement for all Canadian not-for-profits to have members, all must also have a Board of Directors. These directors are responsible for the overall governance and strategic direction of the organization. To avoid confusion, we will refer to them simply as directors in this article.

Members' Meetings and Voting Rights (AGMs)

Members exercise their authority primarily through meetings, most importantly the Annual General Meeting (AGM), which most Canadian not-for-profits and charities are required to hold at least once a year. For a full breakdown of why these meetings matter and how to run one well, see our guide to AGMs for Canadian charities and nonprofits.

At a typical AGM or special members' meeting, members may be asked to vote on:

• Electing or removing directors
• Approving amendments to the bylaws
• Approving fundamental changes, such as amalgamations, continuances, or dissolution
• Appointing (or waiving the appointment of) an auditor
• Any other matter the bylaws reserve to members rather than directors

Meetings are subject to quorum and notice requirements set out in the bylaws and the applicable statute — if quorum isn't met, decisions made at the meeting may not be valid. Ontario charities should also see the critical points to know when holding the annual members meeting under ONCA for specific notice-period and location rules. Since amendments under ONCA and similar modernization efforts in other jurisdictions, many organizations can now hold members' meetings virtually or by electronic means, provided the bylaws permit it and all members can participate meaningfully — see how voting rights and member meetings have changed under ONCA.

Types of Conflicts Between Directors and Members

Conflicts between directors and members typically arise from two main issues:

1. Unclear Communication: Misunderstandings about the roles, responsibilities, and hierarchy within the organization.
2. Disagreements on Actions: Directors taking actions that members disapprove of, or vice versa.

Conflicts Due to Communication

Communication issues often arise from unclear corporate documents or poorly communicated policies. To prevent this, it's essential for charities and not-for-profits to have well-defined documents, such as bylaws and articles of incorporation, which clearly outline:

• The hierarchy within the organization.
• The voting rights and responsibilities of members.
• The process for selecting members and directors.

If these details are missing or unclear, it is crucial to update your corporate documents — and if bylaw amendments are needed, see who is responsible for creating ONCA amendments to your bylaws. Clear communication of these policies to all involved parties is also essential. Providing new members with a welcome packet or email that outlines their benefits and responsibilities, and where to go with questions, can go a long way to help prevent conflicts.

For example, a common source of friction is a member assuming that membership gives them a say in day-to-day operations — approving individual expenses, hiring decisions, or program details — when in fact only directors (and, in practice, staff or management) have that authority. Members' formal power is generally limited to the matters reserved to them in the bylaws, such as elections and major structural changes, not operational decisions.

Conflicts Over Actions

When conflicts arise from actions taken by either directors or members, it's essential to refer to the organization's conflict resolution procedures outlined in the bylaws. If there's a suspicion of bylaw violations or legal issues, consulting a charity lawyer is recommended.

Members vs. Directors — Key Differences at a Glance

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Benefits of Having Members

Having members can strengthen a charity by making it more democratic and accountable. Members can contribute valuable ideas and hold directors accountable, fostering a more dynamic and responsive organization. This member-based accountability structure also aligns with what the CRA expects to see reflected in a charity's governance and governing documents.

While having members can enhance a charity's operations by introducing democratic elements, it also requires careful management to avoid conflicts. Clear communication, well-defined corporate documents, and an understanding of legal requirements are key to maintaining a harmonious relationship between directors and members. By proactively addressing potential issues, charities can ensure that all parties work together effectively towards their common goals.

Frequently Asked Questions

Can a charity have zero members? 

No. Under both the CNCA and provincial statutes like ONCA, every Canadian not-for-profit and charity must have at least one member — often the same people as the directors in smaller organizations, but the two roles remain legally distinct.

Are members the same as donors? 

Not necessarily. Someone can donate to a charity without being a member, and someone can be a member without ever donating. Membership is a legal status tied to voting rights under the bylaws, separate from financial support.

Can members remove a director? 

Yes. Members generally have the power to remove a director by vote at a members' meeting, following whatever process is set out in the bylaws and the applicable statute.

Do members get paid or receive dividends? 

No. As with directors, membership in a registered charity does not come with dividends or profit-sharing, consistent with the non-distribution requirements that apply to registered charities.

What happens if a charity doesn't hold an AGM? 

Failing to hold a required AGM can put the organization offside its governing statute and bylaws, and may affect the validity of decisions that should have been made at that meeting, such as director elections or auditor appointments. Persistent non-compliance can also raise concerns for the CRA.

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