If your Ontario not-for-profit corporation is updating its by-laws, a recent court decision has clarified that some by-law changes require a two-thirds vote of the members – not a simple majority.
In Chifor et al. v. Windsor/Essex County Humane Society, 2026 ONSC 667, the Ontario Superior Court of Justice held that certain by-law amendments affecting membership and voting rights must be approved by the members by special resolution.
Which by-law changes require a special resolution?
This decision applies to by-law changes dealing with:
|
By-law change |
Member vote required |
|
Transferring memberships |
Special resolution |
|
How notice is given members entitled to vote |
Special resolution |
|
How members can vote when they are not attending a meeting |
Special resolution |
A special resolution requires at least two-thirds of the votes cast by members entitled to vote.
What about other by-law changes?
For other by-law amendments, the Ontario Not-for-Profit Corporations Act (ONCA) provides for approval by ordinary resolution, unless the corporation’s articles of by-laws provide otherwise.
An ordinary resolution requires a simple majority (more than half) of the votes cast.
The important takeaway is that organizations should not assume that every by-law amendment can be approved by a simple majority. Chifor creates a higher voting requirement for the three types of changes listed above.
Why does this matter?
This is particularly important for organizations that are currently reviewing or updating their by-laws.
For example, if your organization is changing its rules about:
- Transferring memberships;
- Notice of members’ meetings; or
- Voting by members who are not attending a meeting (e.g. proxies),
the organization should make sure the amendment receives the correct level of member approval.
In Chifor, a by-law respecting one of the above subjects was approved by a simple majority rather than the required special resolution. The Court therefore found the by-law to be of no force and effect.
Directors must also act in good faith
The Chifor decision provides another important lesson for not-for-profit boards – that Directors must exercise their powers in good faith.
In Chifor, the Court found that the Board had acted in bad faith when it refused to recognize new members in circumstances where the Board was concerned about how those members might vote on the proposed by-law.
Membership requirements should therefore be applied consistently and in accordance with ONCA and the corporation’s governing documents.
The bottom line
If your not-for-profit corporation is updating its by-laws, make sure you determine the required voting threshold before putting the amendments to the members.
Following Chifor, a by-law amendment dealing with:
- transferring memberships;
- notice to members entitled to vote; or
- voting by members who are not attending a meeting
should be approved by special resolution, requiring at least two-thirds of the votes cast at a meeting by members entitled to vote.
Getting the approval process right is just as important as getting the wording of the by-laws right.
At Droit Ouimet-McPherson Law, we regularly help Ontario not-for-profit corporations organize themselves and make sure they are compliant with current legislation.
📞 Contact our business law team today at 343-888-8913 if you have any not-for-profit questions.
