Sample Not-for-Profit Bylaws

There are many great resources for sample Bylaws for Canadian Not-for-Profits. Below are a few resources which you could use to build your own unique set of bylaws:

  1. Specific for Ontario Not-for-Profits, and taking into account the upcoming ONCA legislation, CLEO has an excellent by-law builder with options for greater flexibility: http://nonprofitlaw.cleo.on.ca/onca-essentials/bylaws-under-the-onca/sample-bylaw-with-options/

  2. For Federal Not-for-Profit Corporations, Corporations Canada offers a by-law builder, here: http://www.ic.gc.ca/eic/site/cd-dgc.nsf/frm-eng/NGRR-8AFNVX

  3. If you are just looking for a ready-to-print set of bylaws, you can purchase them inexpensively on our sister site, charitylawgroup.ca, on the charity docs page (which also has sample board minutes, membership certificates, sample resolutions and consents), here: https://charitylawgroup.ca/shop/

  4. Finally, if you wish to view bylaws of other Not-for-Profits, for a small fee (usually about $10-$15), you can access the executed bylaws of over 30,000 Canadian (federal) Nonprofits, here: https://www.ic.gc.ca/eic/site/cd-dgc.nsf/eng/cs07348.html

Here is a list of the major items that typically appears in bylaws:

  • who can be a member of your organization and under what conditions, how you become a member, what conditions are associated with membership, termination

  • how many directors can be on your board and how they will be chosen

  • what officers your organization will have and how they are chosen (election, term, duties, resignation, and removal)

  • how your organization will call meetings

  • how many people must be present at meetings to do business (quorum)

  • voting rights of members

  • who will have custody of the corporate seal and who is allowed to use it to certify your organization’s documents

  • how bylaws can be changed

  • whether certain kinds of decisions require special levels of approval or consent

  • providing an indemnity for the directors