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Declare an interest
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Ontario stands fully covered: its own filings and guidance stand in the books beside the federal ones.
A director with a stake in a decision says so, and takes no part in deciding it.
A director or officer of an Ontario corporation who stands on the other side of a material contract with the corporation discloses the nature and extent of the interest — to the corporation, or into the minutes of the directors’ meeting — and takes no part in the meeting or the vote that decides it. Binds: Ontario not-for-profit corporations.
The law’s own words
“A director or officer of a corporation who, (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose to the corporation or request to have entered in the minutes of meetings of the directors the nature and extent of his or her interest.”
Ontario Not-for-Profit Corporations Act, s. 41(1) · Read it at Ontario · Verified 2026-11-10
“A director referred to in subsection (1) shall not attend any part of a meeting of the directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is, (a) one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (b) one for indemnity or insurance under section 46; or (c) one with an affiliate.”
Ontario Not-for-Profit Corporations Act, s. 41(5) · Read it at Ontario · Verified 2026-11-10
Ontario Not-for-Profit Corporations Act, section 41
“A director or officer of a corporation who, (a) is a party to a material contract or transaction or proposed material contract or transaction with the corporation; or (b) is a director or an officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the corporation, shall disclose to the corporation or request to have entered in the minutes of meetings of the directors the nature and extent of his or her interest.” “A director referred to in subsection (1) shall not attend any part of a meeting of the directors during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction unless the contract or transaction is, (a) one relating primarily to his or her remuneration as a director of the corporation or an affiliate; (b) one for indemnity or insurance under section 46; or (c) one with an affiliate.”
Source: Ontario Not-for-Profit Corporations Act, ss. 41(1), 41(5) · Checked 2026-11-10