Why Do We Need Members? We Have A Board...

Our incorporated charity and non-profit clients often wonder why they need members.  Organizations with few governance participants, either because they are small or because they are controlled by a small group, sometimes wonder if they may operate with only a board.  Our US clients looking to set up a Canadian affiliate or interact with existing Canadian charities are often accustomed to non-profit corporate statutes that allow a corporation to have only a self -perpetuating board without any members.

The short answer is that all Canadian non-profit corporate statutes of general application require members. Generally, in order to avoid having members, a non-profit in Canada needs to be incorporated by a special statute of the federal parliament or one of the provinces.  This special act process is very slow, complex and expensive, although it does give flexibility in membership and in all other things.