Ontario Not-for-Profit Proxy Voting: Key Rules, Forms, and Compliance Tips
Ontario’s not-for-profit corporations must adapt to new governance rules following the proclamation of the Ontario Not-for-Profit Corporations Act (ONCA) in October 2021. One important aspect of these updates is Ontario not-for-profit proxy voting. Proxy voting ensures that members who cannot attend a meeting can still have their say by appointing someone to vote on their behalf. This article explains the key requirements, compliance tips, and best practices for proxy voting to help Ontario not-for-profits stay legally compliant and engage their members effectively.
What Is Proxy Voting and Why It Matters
Purpose of Proxy Voting
Proxy voting allows a member who cannot attend a meeting to appoint another individual (the proxyholder) to act and vote on their behalf. Under the ONCA, this process must follow strict rules to ensure fairness and transparency at members’ meetings.
Legal Basis
- Permitted if the corporation’s Articles or By-laws allow it
- Regulated under Ontario Regulation 395/21
- Ensures that absent members still have a voice in key decisions
Key Proxy Form Requirements Under the ONCA
Proxies Created by Corporations
When a not-for-profit creates and circulates a proxy form, it must:
- State clearly which meeting it applies to (bold text)
- Explain that members can appoint a different proxyholder (bold text)
- Provide a way to name another proxyholder
- Allow voting for or against resolutions noted in the meeting notice
- Enable voting or withholding votes for director elections or auditor appointments
- Include instructions for voting on amendments or new matters (bold text)
- Have space for signature and date
Proxies Created by Members
Members who create their own proxies must include:
- The meeting the proxy applies to
- Whether the proxy is solicited by the corporation’s management
- The powers granted to the proxyholder
- A statement about discretionary authority if it covers unexpected amendments or matters
Best Practices for Ontario Not-for-Profit Proxy Voting
1. Review Your Governing Documents
Confirm that your Articles or By-laws explicitly permit proxy voting and update them if needed.
2. Use Clear, Compliant Forms
Ensure your proxy forms meet all ONCA and Regulation 395/21 requirements to avoid challenges during meetings.
3. Train Board and Staff
- Explain the legal purpose of proxies
- Highlight the difference between corporation-issued and member-created proxies
4. Keep Records
Maintain signed proxies for your corporate records, as required by law, for proof of proper voting.
Example: Proxy Voting Form Checklist
| Item | Corporation Proxy | Member Proxy |
|---|---|---|
| Meeting Details | Yes | Yes |
| Alternate Proxyholder Option | Yes (bold text) | Optional |
| Voting Instructions | Yes | Optional |
| Management Solicitation Statement | No | Yes |
| Signature & Date | Yes | Yes |
FAQs About Ontario Not-for-Profit Proxy Voting
1. Is proxy voting mandatory for Ontario not-for-profits?
No. It is only allowed if the organization’s Articles or By-laws include it.
2. Can a proxyholder vote however they want?
Only if the proxy form grants them full discretion. Otherwise, they must vote according to member instructions.
3. Do proxies have to be filed before the meeting?
Check your By-laws; many require proxies to be submitted before or at the start of the meeting.
4. Can proxies be revoked?
Yes, members can revoke a proxy by signing a new one or by notifying the corporation in writing.
5. What if the proxy form is incomplete?
It may be invalid, so always ensure proxy forms meet ONCA requirements.
Conclusion
Ontario not-for-profit proxy voting empowers members to stay involved even when absent, but only if it’s managed according to the ONCA and related regulations. By keeping forms compliant, updating By-laws, and training staff, not-for-profits can run fair, legally sound meetings that reflect all members’ voices. Stay proactive to avoid disputes and keep your governance transparent and effective.
