What to Include in the Bylaws of a Canadian Non-profit

Not-for-Profit bylaws are the governance road map for the organization's officers and directors. Many Not-for-Profit look to the bylaws of other Not-for-Profit organizations or samples gleaned from the Internet with no regard to whether the bylaws match the structure and style of their organization. This approach leads to confusion and board conflict.

The better practice is to work with a knowledgeable charity and Not-for-Profit lawyer, starting with a compliant template, and tailor it to the needs of your organization.

Not-for-Profit Bylaws should include, at a minimum,the following:

· Governance Structure. This means that the board should ask itself whether there will be life memberships, making it amember-driven NFP or board driven organization. This question determines control for the life of the Non-profit.

· Director's terms. Will the director’s terms be staggered (e.g., directors are divided into groups whose terms are up at different times, providing for board stability) or successive (e.g., all director terms that all end at the same time)?

· Officers. Will the Officers be elected or appointed? What are their terms? What are their duties? How are they terminated?

· Voting procedures.  What will make a quorum? Anyunique notice requirements for Director and Member AGMs beyond what is required by legislation?

· Committees.  NFP Bylaws should allow for committee delegation, and explicate which actions must be taken by the board.They should also state how committees are created and abolished.

· Conflicts of Interest. Bylaws should include provisions stating how the organization will manage transactions where there is a conflict of interest between the Non-profit and a director or officer. 

· Amendments. The bylaws must clarify how they can be amended. They may be amended by the board, by the membership, or with the approval of a third party or some combination of these. Amendments should be by the board, the membership, or a combination of both.

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