Directors Meeting for Not-for -Profit Corporation of Ontario

[Guest Mark Atkinson]

If the Chairman refuses to call a meeting of the board, how many board members are necessary to call the meeting?

[Richard Brown]

The answer to that question will almost certainly be found in your own bylaws. Special meetings can only be held if authorized in the bylaws and can only be called in the manner specified in the bylaws. If the bylaws provide that only the chairman can call special meetings, then only the chairman can do it.

It might help if you will quote for us exactly what your bylaws say regarding special meetings. Please don’t paraphrase, but “the bylaw provision verbatim.

[George Mervosh]

On 6/23/2022 at 11:32 AM, Richard Brown said:

The answer to that question will almost certainly be found in your own bylaws. Special meetings can only be held if authorized in the bylaws and can only be called in the manner specified in the bylaws. If the bylaws provide that only the chairman can call special meetings, then only the chairman can do it.

It might help if you will quote for us exactly what your bylaws say regarding special meetings. Please don’t paraphrase, but “the bylaw provision verbatim.

I'm not trying to nitpick, but Mr. Atkinson didn't say it was a special meeting.  Your hunch may be correct though.

[Atul Kapur]

Guest Mark, as your title to this thread specifies an Ontario NFP, you may want to refer to the relevant legislation (ONCA), particularly, if your bylaws are silent.

[Guest Mark Atkinson]

Unable to locate any answer within ONCA.  The meeting is for a regular meeting of the board in which the chair is refusing to call at the request of a board member. So then, how many board members does it take to then force the meeting by the chair?   (Not an AGM or SGM. )

[Atul Kapur]

I also did not find an answer in ONCA, but I am not a lawyer and this is not legal advice, so I did not want to presume to give a definitive answer.

As Mr. Brown noted, you should see if your bylaw has anything to say regarding this. It may be that you need to apply to a court, or have 10% of the membership requisition a members' meeting where they could, as one of the things that would need to be specified in the requisition, remove a director.

[Richard Brown]

On 6/23/2022 at 11:20 AM, George Mervosh said:

I'm not trying to nitpick, but Mr. Atkinson didn't say it was a special meeting.  Your hunch may be correct though.

I did assume it was a special meeting because Mr. Atkinson referred to the refusal of the president to call a meeting and he asked how many members it would take to call a meeting if the president refuses to do so.   That usually refers to calling a special meeting, as regular meetings are usually scheduled to occur on a regular schedule  on specific dates and times and no one needs to “call” a regular meeting. There are exceptions though, and this is apparently such an exception.  
 

On 6/23/2022 at 12:42 PM, Guest Mark Atkinson said:

The meeting is for a regular meeting of the board in which the chair is refusing to call at the request of a board member. So then, how many board members does it take to then force the meeting by the chair? 

Mr. Atkinson, exactly what do your bylaws say about scheduling or “calling“ regular meetings of the board?  Are they not held on a regular date  and time, such as “at 7 PM on the third Thursday of each month“?

Edited to add: I still submit that your answer is most likely going to be found either in your bylaws or other rules or in some controlling superior law, but not in RONR.  RONR does not contain a provision regarding how many members it  takes to call a regular meeting of a board if the chair refuses to call one. That is a provision that is supposed to be in your bylaws or other rules.

Edited June 23, 2022 at 09:37 PM by Richard Brown
Added last paragraph

[Bruce Lages]

On 6/23/2022 at 4:18 PM, Atul Kapur said:

As Mr. Brown noted, you should see if your bylaw has anything to say regarding this. It may be that you need to apply to a court, or have 10% of the membership requisition a members' meeting where they could, as one of the things that would need to be specified in the requisition, remove a director.

I didn't see in any of the OPs comments any reference to removing a director, just about calling a meeting of the board. Have I missed something?

[Atul Kapur]

I skipped a few steps in my answer above which played out this stalemate to the bitter end:

- Chair refuses to call a board meeting.

- Assumption: Bylaws, as with many Ontario non-profit corporation bylaws, do not have provision allowing directors to call a board meeting.

- Ontario non-profit corporation law also has no such provision, but does allow 10% of members to requisition a members' meeting. Law also allows for members to remove a director at such a meeting, with notice.

- Resolution of this stalemate may require removal of the Chair via this mechanism.

The idea of applying to court to require a board meeting was mentioned as a potential alternative method to resolve this stalemate.

Edited June 23, 2022 at 11:59 PM by Atul Kapur
Added last sentence

[Gary Novosielski]

On 6/23/2022 at 12:20 PM, George Mervosh said:

I'm not trying to nitpick, but Mr. Atkinson didn't say it was a special meeting.  Your hunch may be correct though.

Well, a "special meeting" is often considered synonymous with a "called meeting".  If it were a regular meeting, people wouldn't be casting about figuring out who had the authority to call it.