Can Federal Nonprofit Members Restrict Board Powers?
Under the CNCA, restricting directors’ management powers generally requires a valid unanimous member agreement where section 170 applies.
For a federal nonprofit governed by the Canada Not-for-profit Corporations Act, members generally cannot use an article amendment to take statutory management powers away from the board. Section 170 of the CNCA provides the specific mechanism for restricting directors’ management powers: a unanimous member agreement, and that mechanism is available only to a corporation that is not a soliciting corporation. That was the governance issue addressed in the 2026 Ontario Superior Court decision involving the National Police Federation. The important jurisdictional point is easy to miss: the court happened to sit in Ontario, but the corporation was federally incorporated and the governing statute was the federal CNCA. The decision was not a ruling about the Ontario Not-for-Profit Corporations Act.
Opening this article…