Bylaws for Non Profit Organization Template Canada

BY-LAWS OF [NON-PROFIT ORGANIZATION LEGAL NAME]

A Corporation Without Share Capital under the Canada Not-for-Profit Corporations Act (S.C. 2009, c. 23)

Document ID: CORP-BL-CAN-2023-V1
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: Canada (Federal Incorporation under the CNCA)
Registered Office Address: [Principal Address]

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STATUTORY & LEGAL COMPLIANCE NOTICE

CLINICAL DISCLAIMER & JURISDICTIONAL ENFORCEABILITY NOTICE:
This document is an institutional-grade, exhaustive template for the corporate by-laws of a federal non-profit corporation incorporated under the Canada Not-for-Profit Corporations Act (S.C. 2009, c. 23) (the "CNCA"). These by-laws must be read in conjunction with the CNCA, the regulations made thereunder, and the Articles of Incorporation of the Corporation.

Corporate legal counsel and contract operations architects must ensure that any provincial or territorial extra-provincial registrations, filings, and industry-specific statutory requirements are satisfied independently. Users are advised to retain qualified Canadian corporate legal counsel to review these by-laws prior to submission to Corporations Canada or adoption by the members to ensure alignment with the specific operational, tax-exempt status (Registered Charity or Non-Profit Organization under the Income Tax Act (Canada)), and governance architecture of the entity.

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TABLE OF CONTENTS

1. Interpretation and Definitions
2. Business of the Corporation
3. Membership
4. Meetings of Members
5. Board of Directors
6. Meetings of Directors
7. Officers
8. Notices
9. Dispute Resolution
10. Effective Date and Amendments

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SECTION 1: INTERPRETATION AND DEFINITIONS

1.1 Definitions

In these by-laws and all other by-laws of the Corporation, unless the context otherwise requires:

1. "Act" means the Canada Not-for-Profit Corporations Act, S.C. 2009, c. 23, including the regulations made pursuant to it, as amended or re-enacted from time to time;
2. "Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuation, reorganization, arrangement, or revival of the Corporation;
3. "Board" means the Board of Directors of the Corporation;
4. "By-laws" means this by-law and all other by-laws of the Corporation as amended and which are in force and effect;
5. "Chair" means the officer elected to preside over meetings of the Board and the members, holding the title specified in Section 7;
6. "Corporation" means the corporation incorporated under the name [Non-Profit Organization Legal Name];
7. "Director" means a member of the Board;
8. "Meeting of Members" includes an annual meeting of members or a special meeting of members;
9. "Ordinary Resolution" means a resolution passed by a majority of not less than fifty percent (50%) plus one of the votes cast on that resolution;
10. "Proposal" means a proposal submitted by a member of the Corporation that meets the requirements of Section 163 of the Act;
11. "Regulations" means the regulations made under the Act, as amended, restated, or in effect from time to time;
12. "Special Resolution" means a resolution passed by a majority of not less than sixty-six and two-thirds percent (66 2/3%) of the votes cast on that resolution by the members entitled to vote at a meeting duly called for that purpose.

1.2 Interpretation

Except as otherwise provided, terms used in these by-laws shall have the same meaning as given to them in the Act. Words importing the singular number include the plural and vice versa; words importing gender include all genders; and references to persons include bodies corporate, corporations, companies, partnerships, syndicates, trusts, and any number or aggregate of persons.

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SECTION 2: BUSINESS OF THE CORPORATION

2.1 Corporate Seal

The Corporation may, but need not, have a corporate seal. If adopted, the seal shall be approved by resolution of the Board. The corporate seal shall be held by the Secretary or such other officer as the Board may designate.

2.2 Execution of Documents

Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two (2) officers or Directors. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to it.

2.3 Financial Year

The financial year of the Corporation shall terminate on the [Day] day of [Month] in each year, or as otherwise determined by resolution of the Board.

2.4 Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company, or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint, or authorize from time to time by resolution. The banking business or any part of it shall be transacted by such officer or officers and/or other persons as the Board may designate, direct, or authorize from time to time.

2.5 Borrowing Powers

The Board may, without authorization of the members:

1. borrow money on the credit of the Corporation;
2. issue, reissue, sell, or pledge debt obligations (including bonds, debentures, notes, or other similar obligations) of the Corporation;
3. give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
4. mortgage, hypothecate, pledge, or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

2.6 Annual Financial Statements

The Corporation shall send copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the members between 21 and 60 days before the day on which an annual meeting of members is held, or before the expiration of the time allowed for the holding of the annual meeting under the Act, by any means permitted under Section 8 of these by-laws.

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SECTION 3: MEMBERSHIP

3.1 Membership Conditions

Pursuant to the Articles, there shall be one (1) class of members in the Corporation, designated as [Class A / Ordinary / Voting] members. Membership in the Corporation shall be available only to persons interested in furthering the objects and purposes of the Corporation and who have applied for and been accepted into membership in the Corporation by the Board or its delegate.

1. Each member shall be entitled to receive notice of, attend, and vote at all meetings of the members of the Corporation.
2. The term of membership of a member shall be annual, expiring on [Date/Month] of each year, subject to renewal in accordance with policies established by the Board.
3. Pursuant to subsection 197(1) of the Act, a Special Resolution of the members is required to make any amendments to this Section of the by-laws if those amendments affect membership rights and conditions.

3.2 Membership Dues

Members shall be notified in writing of the membership dues at least thirty (30) days prior to the date when such dues are payable. Any member who fails to pay such dues within sixty (60) days of the billing date shall automatically cease to be a member of the Corporation.

3.3 Termination of Membership

A membership in the Corporation is terminated upon:

1. the death of the member, or, in the case of a member that is a body corporate, the dissolution of the entity;
2. the resignation of the member by delivering a written resignation to the Secretary of the Corporation;
3. the expiration of the member’s term of membership, unless renewed;
4. the failure of the member to pay dues, fees, or assessments within the prescribed time limits; or
5. expulsion in accordance with Section 3.4.

3.4 Discipline and Expulsion of Members

1. The Board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
   • violation of any provision of the Articles, By-laws, or written policies of the Corporation;
   • carrying out any conduct detrimental to the interests, reputation, or operations of the Corporation.
2. In the event that the Board determines that a member should be expelled or suspended, the President, or such other officer as may be designated by the Board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion.
3. The member may make written submissions to the President or designated officer in response to the notice received within such twenty (20) day period. In the event that no written submissions are received, the President, or designated officer, may proceed to notify the member that the suspension or expulsion is in effect.
4. If written submissions are received in accordance with this Section, the Board shall consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from receipt of the submissions. The decision of the Board shall be final and binding on the member.

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SECTION 4: MEETINGS OF MEMBERS

4.1 Annual Meetings

An annual meeting of the members shall be held at such time in each year and at such place, within or outside Canada, as the Board may determine, provided that the annual meeting shall be held not later than fifteen (15) months after holding the preceding annual meeting and no later than six (6) months after the end of the Corporation’s preceding financial year.

4.2 Special Meetings

A special meeting of the members may be called at any time by the Board, the Chair, or the President. Furthermore, the Board shall call a special meeting of members on written requisition of members carrying not less than ten percent (10%) of the voting rights that may be cast at a meeting sought to be held, pursuant to Section 167 of the Act.

4.3 Notice of Meetings

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting, each Director, and the public accountant of the Corporation by telephonic, electronic, or other communication facility during a period of twenty-one (21) to sixty (60) days before the day on which the meeting is to be held.

4.4 Members’ Proposals

A member entitled to vote at an annual meeting of members may submit to the Corporation notice of any matter that the member proposes to raise at the meeting (a "Proposal"), and the Corporation shall include the Proposal in the management proxy circular in accordance with the provisions of the Act.

4.5 Persons Entitled to Be Present

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the Directors, the public accountant of the Corporation, and such other persons who are entitled or required under any provision of the Act, Articles, or By-laws of the Corporation. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

4.6 Chair of Members' Meetings

In the event that the Chair of the Board and the Vice-Chair are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

4.7 Quorum

A quorum at any meeting of the members (unless a greater number of members is required by the Act) shall be [Number, e.g., ten percent (10%)] of the members entitled to vote at the meeting, present in person or represented by proxy or electronic voting mechanism. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

4.8 Votes to Govern

At any meeting of members, every question shall, unless otherwise required by the Articles or By-laws or the Act, be determined by an Ordinary Resolution. In case of an equality of votes, the chair of the meeting shall not have a casting or second vote.

4.9 Participation by Electronic Means

Any person entitled to attend a meeting of members may participate in the meeting by means of telephone, electronic, or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other, if the Corporation makes available such communication facilities. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting.

4.10 Absentee Voting by Proxy

Every member entitled to vote at a meeting of members may, by means of a proxy, appoint a proxyholder, or one or more alternate proxyholders, who need not be members, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be executed in writing by the member or such member’s attorney authorized in writing.

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SECTION 5: BOARD OF DIRECTORS

5.1 Number of Directors

The Board shall consist of a fixed number of Directors or a minimum and maximum number of Directors as specified in the Articles (being a minimum of [Minimum Number] and a maximum of [Maximum Number] Directors). The current number of Directors shall be established by Ordinary Resolution of the members.

5.2 Qualifications

Each Director shall be an individual who is not less than 18 years of age, has not been declared incapable by a court in Canada or elsewhere, does not have the status of a bankrupt, and is a member of the Corporation.

5.3 Term of Office

Directors shall be elected for a term of [Number, e.g., two (2)] years, expiring at the close of the annual meeting of members in the year of expiration. Directors may be re-elected for up to [Number, e.g., three (3)] consecutive terms, after which a Director must step down for at least one (1) year before being eligible for re-election.

5.4 Vacation of Office

The office of a Director shall automatically be vacated if:

1. the Director resigns by delivering a written resignation to the Secretary of the Corporation;
2. the Director is found by a court to be of unsound mind or is declared incapable;
3. the Director becomes bankrupt or suspends payment of debts; or
4. the Director dies.

5.5 Removal of Directors

The members may, by Ordinary Resolution passed at a special meeting of members called for that purpose, remove any Director before the expiration of their term of office and may, by a majority vote, elect a qualified individual to fill the vacancy for the remainder of the unexpired term.

5.6 Filling Vacancies

A vacancy occurring on the Board may be filled for the remainder of the unexpired term by a qualified individual appointed by the remaining Directors, provided that the Directors remaining constitute a quorum. If there is not a quorum of Directors, or if there has been a failure to elect the minimum number of Directors set out in the Articles, the remaining Directors shall forthwith call a special meeting of members to fill the vacancy.

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SECTION 6: MEETINGS OF DIRECTORS

6.1 Calling of Meetings

Meetings of the Board may be called by the Chair, the President, or any two (2) Directors at any time.

6.2 Notice of Meeting

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner specified in Section 8 to every Director not less than forty-eight (48) hours before the time when the meeting is to be held. Directors may waive notice of a meeting.

6.3 Regular Meetings

The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of regular meetings shall be sent to each Director immediately after being passed, and no other notice shall be required for any regular meeting except if any business is to be transacted where the Act requires special notice.

6.4 Quorum

A majority of the fixed number of Directors, or a majority of the minimum/maximum range as defined in the Articles, shall constitute a quorum for the transaction of business at any meeting of the Board.

6.5 Votes to Govern

At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting shall not have a casting or second vote.

6.6 Participation by Electronic Means

Any Director may participate in a meeting of the Board using telephonic, electronic, or other communication facilities that permit all persons participating in the meeting to communicate adequately with each other. A Director participating in such a meeting is deemed to be present at the meeting.

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SECTION 7: OFFICERS

7.1 Appointment of Officers

The Board shall designate the offices of the Corporation, appoint officers on an annual or multi-year basis, specify their duties, and delegate to them powers to manage the affairs of the Corporation. An officer may, but need not be, a Director. The same person may hold more than one office.

7.2 Description of Offices

Unless otherwise specified by the Board, the officers of the Corporation shall include:

1. Chair of the Board: The Chair shall be a Director and shall, when present, preside at all meetings of the Board and of the members.
2. President: The President shall be the chief executive officer of the Corporation and shall, subject to the authority of the Board, have general supervision of the business and affairs of the Corporation.
3. Secretary: The Secretary shall attend all meetings of the Board and of the members to act as clerk, record all votes and minutes of all proceedings, give all notices required to be given to members and Directors, and be custodian of the corporate seal (if any) and all books and records.
4. Treasurer: The Treasurer shall have custody of the funds and securities of the Corporation, shall keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of the Corporation, and shall deposit all moneys in the name of the Corporation.

7.3 Vacancy in Office

If the office of any officer of the Corporation shall be or become vacant, the Directors may, by resolution, appoint a qualified person to fill such vacancy for the unexpired term.

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SECTION 8: NOTICES

8.1 Method of Giving Notice

Any notice (which term includes any communication or document) to be given, sent, delivered, or served pursuant to the Act, the Articles, the By-laws, or otherwise to a member, Director, officer, or public accountant shall be sufficiently given if:

1. delivered personally to the person to whom it is to be given;
2. mailed to the person at the recorded address by prepaid ordinary or air mail;
3. sent to the person by telephonic, electronic, or other communication facility at the recorded address for that person; or
4. provided in the form of an electronic document in accordance with the Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5) or equivalent provincial electronic commerce legislation.

8.2 Computation of Time

In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of issuing the notice shall be excluded, and the date of the meeting or event shall be included.

8.3 Omissions and Errors

The accidental omission to give any notice to any member, Director, officer, member of a committee of the Board, or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws, or any error in any notice not affecting its substance, shall not invalidate any action taken at any meeting founded on such notice.

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SECTION 9: DISPUTE RESOLUTION

9.1 Mediation and Arbitration

In the event of any dispute or controversy among members, Directors, officers, or committee members of the Corporation arising out of or related to the Articles, By-laws, or internal affairs of the Corporation, such dispute shall be settled in accordance with the dispute resolution procedures set forth in this Section before any lawsuit or legal action is commenced.

9.2 Process for Dispute Resolution

1. The parties to the dispute shall first attempt to resolve the matter informally through executive mediation facilitated by a neutral third party chosen by mutual agreement of the parties.
2. If the dispute is not resolved within thirty (30) days after mediation has commenced, the dispute shall be submitted to binding arbitration under the provisions of the arbitration legislation in force in the province where the Corporation has its registered office. The decision of the arbitrator shall be final and binding and may be enforced in any court of competent jurisdiction.

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SECTION 10: EFFECTIVE DATE AND AMENDMENTS

10.1 By-laws and Effective Date

These By-laws shall be effective when approved by the Board and confirmed by Special Resolution of the members in accordance with the Act.

10.2 Repeal of Prior By-laws

Upon these By-laws becoming effective, all previous by-laws of the Corporation are repealed, provided that such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation, or liability acquired or incurred under any such by-law prior to its repeal.

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SECTION 11: EXECUTION & FORMAL SIGNATURE BLOCKS

FOR [NON-PROFIT ORGANIZATION LEGAL NAME]:

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: President / Director
Company: [Non-Profit Organization Legal Name]
Date: [Date]

Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: Secretary / Director
Company: [Non-Profit Organization Legal Name]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Document Customization: Complete all bracketed fields (e.g., [Non-Profit Organization Legal Name], [Principal Address], [Minimum Number], [Maximum Number]) in Microsoft Word or Google Docs. Ensure that financial year dates and quorum requirements match the exact operational intent of the organization.
2. Board Review and Approval: Convene a meeting of the Board of Directors of the Corporation. Review these By-laws in detail. Pass a resolution approving the By-laws and directing that they be submitted to the members for confirmation.
3. Member Confirmation: Convene an Annual General Meeting (AGM) or a Special Meeting of the Members. Submit the By-laws to the members. A Special Resolution (requiring at least 66 2/3% of the votes cast) is legally mandated under section 197 of the Canada Not-for-Profit Corporations Act to confirm the By-laws.
4. Digital Execution: Route the finalized, confirmed By-laws via an institutional digital signature platform (such as DocuSign or Adobe Sign) to the authorized officers (typically the President and Secretary) for formal execution.
5. Corporate Records Retention: File the fully executed original By-laws in the corporate minute book of the Corporation. Under the CNCA, a copy of the By-laws and any amendments must be kept at the registered office of the Corporation and made accessible to members and regulatory authorities upon request.
6. Corporations Canada Filing: File the confirmed By-laws with Corporations Canada online via the Corporate Online Filing Centre within twelve (12) months of member confirmation, alongside any corresponding notices of change of directors or registered office address if applicable.