By-Laws for Non-Profit Organizations

By-laws for non-profit organizations are internal, private documents that govern the organization's affairs. The by-laws provide rules and functions for its members, directors and officers. by-laws are consistent with the law, and may include additional details that the law doesn't specify.

By-laws can be read with the letters patent (the documents that create the corporation), but they rank in priority over the by-laws. Unlike the by-laws, letters patent are external, public documents available for viewing in government databases.

The by-laws are essentially the rules of the organization and describe many of the activities of the non-profit, such as annual meetings, the composition of the board of directors and voting procedures.

Unlike a business corporation, a non-profit corporation doesn't have shareholders. Instead, they have members with different classes of membership rights.

HOW TO USE THIS DOCUMENT

This document covers all the basic information needed to define the operational structure of a non-profit organization. The by-laws cover the following key areas:

• Basic information: name of the non-profit organization, state in which it was incorporated, type of non-profit organization, presence of a corporate seal;
• Members: place and date of annual meetings, procedure for calling special meetings, notice requirements, definition of quorum;
• Directors: number of directors, term of office, fees and expenses, procedure for removal;
• Officers: roles of officers, duties, term of office, remuneration.

Once this document is filled out, it should be signed by the directors and confirmed by a majority of the members and immediately placed in the organization's records, usually the minute book (a binder with documents of the organization). The minute book can be stored physically, electronically, or both. The members may sign a separate resolution confirming (or rejecting) the by-laws.

The by-laws specifically cover the rules that must be followed and contains the processes for making decisions, attending meetings, providing notice of meetings, elections, and more. The purpose is to regulate the affairs of the organization.

APPLICABLE LAW

The creation and structure of not-for-profit organizations is generally governed by provincial, territorial and federal law. Most provinces and territories in Canada require the creation and filing of by-laws at the same time or shortly after the by-laws are created. Organizations must also meet specific requirements under the Income Tax Act, R.S.C. (1985), c. 1 (5th Supp.), the Excise Tax Act, R.S.C. (1985), c. E-15, c. E-15, the Customs Act, R.S.C. (1985), c.1 (2nd Supp.) and any other Act under the authority of the Minister of National Revenue.

The applicable statute depends on where the incorporation of the non-profit took place. For example, the Companies Act, Part III governs Quebec organizations. The Canada Not-for-Profit Corporations Act governs federal organizations.

HOW TO MODIFY THE TEMPLATE

You fill out a form. The document is created before your eyes as you respond to the questions.

At the end, you receive it in Word and PDF formats. You can modify it and reuse it.