How can members of an Ontario not-for-profit ensure that the directors and officers act in the corporation's best interests under ONCA?

Officers and directors are obligated under the Ontario Not-for-Profit Corporations Act (ONCA) to prioritize the corporation's best interests.

Members have various ways to ensure proper management supervision and compliance with duties. For example, members can request financial statements before an annual meeting and express disagreement regarding fundamental changes.

If a non-profit organization is not classified as a public benefit corporation, members can request the corporation's repurchase of any financial interest. Additionally, members can remove a director through an ordinary resolution at a special meeting and seek a compliance order from the court to compel officers and directors to follow ONCA and the corporation's articles and by-laws.

Members also have the option to petition the court for an order to dissolve the corporation or initiate an inquiry into its operations.

Furthermore, members hold the authority to represent the corporation or intervene in legal proceedings where the corporation is involved, a legal action known as a derivative action—this exclusion applies only to religious corporations. These measures empower members to protect the interests of the not-for-profit entity and safeguard the integrity of corporate governance.

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