By-Laws for Non-Profit Organizations - Template Form Pro · EN-CA-law

BY-LAWS

OF

________

(the "Corporation")

Preamble

These by-laws (the "By-laws") govern the affairs of the Corporation, a not-for-profit corporation without share capital.

The name of the Corporation is:

________

The Corporation is incorporated and governed under the following statute and jurisdiction:

________ (the "Act")

Province or Territory: ________, Canada

Registered office address: ________

Corporation number / registration number: ________

The Corporation is not organized for profit or personal financial gain. No part of the assets, income or accretions of the Corporation shall be distributed to or enure to the personal benefit of any Member, Director, Officer or other person, except that reasonable remuneration may be paid to employees, contractors and agents for services actually rendered to the Corporation, and reasonable reimbursement of expenses may be made. The activities and powers of the Corporation shall at all times be carried on without pecuniary gain to its Members and shall be limited to those permitted under the Act and applicable law. These By-laws shall be read together with the Corporation's articles of incorporation, the Act and the regulations made thereunder, and in the event of any conflict the articles and the Act shall prevail.

ARTICLE 1 – MEMBERS

1.1. Conditions for Membership. Membership in the Corporation is open to any individual who is at least the age of majority in the jurisdiction and who is not incapable under applicable law, and to any corporation or other legal entity, who supports the purposes of the Corporation. An applicant shall submit an application in the form determined by the Board of Directors, and membership shall be effective upon approval of the application by the Board of Directors and, where applicable, payment of any required dues. The Corporation may establish one or more classes of membership and the rights, conditions and limitations attaching to each class as permitted by the Act, provided that membership conditions and any class structure are set out in the articles to the extent required by the Act.

1.2. Annual Meetings. An annual meeting of Members shall be held once in each calendar year, and not later than the maximum period after the financial year-end permitted by the Act, for the purpose of electing Directors, receiving the financial statements and the report of the public accountant (if any), appointing or confirming the public accountant, and transacting such other business as may properly come before the meeting. The annual meeting shall be called by the Board of Directors.

1.2.1. The following business shall be transacted at the annual meeting:

1.2.1.a. Election of Directors;

1.2.1.b. Presentation of the financial statements and any report of the public accountant;

1.2.1.c. Appointment or confirmation of the public accountant, or a resolution dispensing with the appointment of a public accountant where permitted by the Act;

1.2.1.d. Any other business that may properly come before the meeting.

1.2.2. Unless the Board of Directors otherwise designates by written notice, the annual meeting of Members shall be held on or about ________. If such date falls on a holiday, the Board of Directors or the Members shall select another date and give written notice in accordance with §1.4.

1.3. Special Meetings. Special meetings of the Members may be called by the Board of Directors at any time. In addition, the Directors shall call a special meeting of Members on the written requisition of Members holding not less than the percentage of votes prescribed by the Act, and where the Directors fail to do so, the requisitioning Members may call the meeting in accordance with the Act. A meeting of Members may be held by telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, where permitted by the Act and the articles, and a Member participating by such means shall be deemed present at the meeting.

1.4. Notice. Notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting, to each Director and to the public accountant (if any), within the minimum and maximum periods prescribed by the Act. The notice period for annual meetings shall be: ________. The notice period for special meetings shall be: ________. The notice shall state the date, time and place (or means of remote participation) of the meeting and, in the case of a special meeting or special business, the nature of the business in sufficient detail and the text of any special resolution to be submitted. Notice may be given personally, by prepaid mail to the address shown on the records of the Corporation, or by electronic means to the recorded electronic address of the recipient, and is effective when so sent.

1.5. Quorum. A quorum at any meeting of Members shall be ________% of the Members entitled to vote, present in person or by proxy (where proxies are permitted). If a quorum is present at the opening of a meeting, the Members may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of a meeting, the Members present may adjourn the meeting to a fixed time and place without further notice, and any business that could have been transacted at the original meeting may be transacted at the reconvened meeting if a quorum is then present.

1.6. Voting and Proxies. Each Member entitled to vote shall have one vote on each matter, unless the articles provide otherwise. Where permitted by the Act and the articles, a Member entitled to vote may appoint a proxyholder by written instrument to attend and act at a meeting in the manner and to the extent authorized, and a proxyholder need not be a Member. A proxyholder may be counted toward a quorum where the Act so permits.

1.7. Resolutions in Lieu of Meeting. A resolution in writing, signed by all the Members entitled to vote on that resolution at a meeting of Members, is as valid as if it had been passed at a meeting of Members, to the extent permitted by the Act, and shall be kept with the minutes of meetings of Members.

1.8. Membership Fees. The Board of Directors may, by resolution, fix the membership dues payable by Members of any class. The annual dues currently payable by each Member are: ________ (CAD $________), payable on or before the date of the annual meeting in each year in which the person remains a Member.

1.9. Termination of Membership. Membership terminates upon the death or dissolution of the Member, resignation by written notice to the Corporation, expiry of the membership period, non-payment of dues after notice, or removal by special resolution of the Members in accordance with the Act, subject to the right of the Member to receive notice and be heard where required by the Act.

ARTICLE 2 – BOARD OF DIRECTORS

2.1. Role of Directors. Subject to the Act and the articles, the Board of Directors shall manage or supervise the management of the activities and affairs of the Corporation.

2.2. Number of Directors. The Corporation shall have a Board of Directors composed of not fewer than the number fixed in the articles and, in any event, not fewer than three (3) Directors where the Corporation is a soliciting corporation or as otherwise required by the Act. The number of Directors shall be ________.

2.3. Qualification, Election and Term of Office. Each Director must be an individual who is at least the age of majority, who is not incapable under applicable law and who is not an undischarged bankrupt. Directors shall be elected by ordinary resolution of the Members at the annual meeting. Each Director shall hold office for a term of ________, and is eligible for re-election. No act or proceeding of the Board is invalid by reason only of a defect later discovered in the election or qualification of a Director.

2.4. Remuneration. Unless the articles or the Act provide otherwise, the Directors may be paid reasonable remuneration and reimbursement for expenses properly incurred in the performance of their duties, in such amount as may be fixed by resolution of the Board, having regard to any restriction on the remuneration of Directors of soliciting corporations under the Act.

2.5. Quorum. A quorum for the transaction of business at any meeting of the Board shall be ________% of the Directors then in office, but in no event fewer than the minimum permitted by the Act. No business shall be transacted unless a quorum is present.

2.6. Disclosure of Interest. A Director or Officer who is a party to, or who is a director or 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 in writing to the Corporation, or request to have entered in the minutes of meetings, the nature and extent of his or her interest, at the time and in the manner required by the Act. Such Director shall not vote on any resolution to approve the contract or transaction except as permitted by the Act, but may be counted in the quorum where the Act so permits.

2.7. Regular Meetings. Immediately following each annual meeting at which Directors are elected, the Board shall meet to appoint Officers and committee chairs and to transact such other business as it considers appropriate. The Board may by resolution fix the time and place of additional regular meetings, and no notice of such regular meetings need be given other than as provided in the resolution.

2.8. Annual and Other Meetings; Participation by Electronic Means. Unless otherwise designated by written notice of the Board, the Directors shall hold their annual organizational meeting on or about ________. Where permitted by the Act and the by-laws, a Director may participate in a meeting of the Board or a committee by telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other, and a Director so participating is deemed to be present at the meeting.

2.9. Notice of Meetings. The notice period for meetings of the Board of Directors shall be: ________. A meeting of the Board may be held without notice if all Directors are present (and none objects to the holding of the meeting) or if those absent have waived notice. Notice of a meeting need not specify the purpose of or the business to be transacted, except where the Act requires that certain matters be specified.

2.10. Procedure and Voting. Questions arising at any meeting of the Board shall be decided by a majority of votes cast, unless a greater majority is required by the Act, the articles or these By-laws. In the case of an equality of votes, the chair of the meeting shall not have a second or casting vote. A Director present at a meeting at which action is taken is presumed to have consented to the action unless his or her dissent is entered in the minutes, or the Director files a written dissent in the manner prescribed by the Act. The Corporation shall keep, in its permanent records, minutes of meetings of the Board and committees, including the names of Directors present, the resolutions adopted and any abstentions or dissents.

2.11. Resolutions in Lieu of Meeting. A resolution in writing, signed by all Directors entitled to vote on that resolution at a meeting of the Board or a committee, is as valid as if it had been passed at such a meeting, to the extent permitted by the Act, and shall be kept with the minutes.

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2.13. Resignation. A Director may resign by delivering a written resignation to the Corporation, which becomes effective at the time it is received or at the time specified in the resignation, whichever is later.

2.14. Committees. The Board may appoint from among its number one or more committees and delegate to them such powers as are permitted under the Act, provided that no committee may exercise any power that the Act prohibits from being delegated. The Board shall define the mandate, composition, quorum and procedures of each committee.

ARTICLE 3 – OFFICERS

3.1. Number of Officers. The Officers of the Corporation are:

3.1.1. President;

3.1.2. Vice-President;

3.1.3. Treasurer;

3.1.4. Secretary;

3.1.5. Such other Officers as the Board of Directors may designate from time to time.

The same individual may hold more than one office, except where the Act or the articles provide otherwise.

3.2. Duties of Officers. The Officers have the following responsibilities, subject to such further duties and authority as the Board may determine:

3.2.1. President – The President is the chief executive officer, presides at meetings of the Board and any executive committee, signs documents on behalf of the Corporation unless delegated to another Officer, and oversees the implementation of resolutions of the Board.

3.2.2. Vice-President – The Vice-President performs the duties of the President in the absence or inability of the President and assists the President as required.

3.2.3. Secretary – The Secretary gives notice of meetings, maintains the records and registers of the Corporation, keeps the minutes of meetings of Members and the Board, and has custody of the corporate records and the corporate seal, if any.

3.2.4. Treasurer – The Treasurer is responsible for the financial records and affairs of the Corporation as directed by the Board, ensures the keeping of proper books of account, and presents financial reports as required and at least at each annual meeting.

3.2.5. Other Officers – Any other Officer performs the duties prescribed by the Board or by applicable law.

3.3. Appointment and Term of Office. Officers shall be appointed by the Board, and need not be Directors unless the Act or the articles require otherwise. Each Officer holds office for a term of ________, or until a successor is appointed or the Officer ceases to hold office, whichever first occurs.

3.4. Remuneration. An Officer may be paid such reasonable remuneration as the Board may by resolution determine, subject to any restriction in the Act applicable to remuneration of Directors who also serve as Officers.

3.5. Vacancies and Removal. The Board may remove any Officer or agent of the Corporation, with or without cause, without prejudice to the contractual rights of such person. Any vacancy in an office may be filled by the Board.

3.6. Disclosure of Interest. An Officer who is not a Director shall, in accordance with the Act, disclose any material interest in a contract or transaction or proposed contract or transaction with the Corporation as soon as he or she becomes aware of it.

ARTICLE 4 – BANKING, EXECUTION OF INSTRUMENTS AND CORPORATE SEAL

4.1. Corporate Seal. The Corporation may, but need not, have a corporate seal. If adopted, the corporate seal shall be in the form approved by the Board and shall be in the custody of the Secretary. The validity of an instrument does not depend on the affixing of the corporate seal.

4.2. Execution of Instruments. Deeds, transfers, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of the Directors or Officers, or by such other person or persons as the Board may from time to time designate by resolution, and such authority may be general or confined to specific instances.

4.3. Banking Arrangements. The banking business of the Corporation shall be transacted with such financial institutions as the Board may designate, and such banking business shall be carried out by such Officers, employees or agents as the Board may authorize by resolution.

4.4. Financial Year. The financial year-end of the Corporation shall be ________, or such other date as the Board may determine.

4.5. Public Accountant / Audit. The Members shall, by resolution at each annual meeting, appoint a public accountant or, where permitted by the Act and the applicable revenue thresholds, resolve not to appoint a public accountant. The level of financial review (audit or review engagement) shall be determined in accordance with the requirements of the Act applicable to the Corporation.

ARTICLE 5 – AMENDMENT OF BY-LAWS

5.1. Amendment Procedure. Subject to the Act and the articles, the Board may, by resolution, make, amend or repeal any By-law that regulates the activities or affairs of the Corporation. The full text of any proposed By-law, amendment or repeal shall be provided to the Directors at least fourteen (14) days before the meeting at which it is to be considered. Any such By-law, amendment or repeal made by the Board is effective from the date of the resolution of the Board until the next meeting of Members, where it shall be submitted to the Members, and the Members may confirm, reject or amend it by ordinary resolution (or by special resolution where the Act so requires). Matters that the Act requires to be effected by special resolution of the Members, including changes to membership conditions or class voting rights, shall be effected only by special resolution and, where required, by amendment to the articles.

ARTICLE 6 – PROTECTION AND INDEMNIFICATION

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6.2. Advance of Costs. The Corporation may advance moneys to an individual described in §6.1 for the costs, charges and expenses of a proceeding, subject to repayment if the individual does not fulfil the conditions for indemnification under the Act.

6.3. Insurance. The Corporation may purchase and maintain insurance for the benefit of any individual referred to in §6.1 to the extent permitted by the Act.

6.4. Standard of Care. Every Director and Officer shall exercise the powers and discharge the duties of his or her office honestly and in good faith with a view to the best interests of the Corporation, and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, in accordance with the Act.

ARTICLE 7 – DISSOLUTION

7.1. Dissolution Procedure. The Corporation may be dissolved by special resolution of the Members in accordance with the Act. Upon dissolution, the affairs of the Corporation shall be wound up and all of its debts and liabilities shall be paid or adequately provided for.

7.2. Distribution of Assets. Upon the dissolution and winding-up of the Corporation, and after payment or provision for the payment of all of its debts and liabilities, any remaining property shall not be distributed to or among the Members, Directors or Officers, but shall be distributed to one or more qualified donees or to one or more non-profit or charitable organizations carrying on activities similar to those of the Corporation, as determined by the Members or, failing such determination, by the Board, in accordance with the articles, the Act and the requirements of the Income Tax Act (Canada) applicable to the Corporation.

ENACTMENT AND CONFIRMATION

ENACTED by the Board of Directors effective ________.

_____________________
________, Director

_____________________
________, Director

CONFIRMED by the Members effective ________.

_____________________
________, Member