By-Laws for Non-Profit Organizations - Template Form

BY-LAWS

OF

________

Preamble

The name of this non-profit organization is:

________

This organization is organized in accordance with the laws of the following jurisdiction:

Canada

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ARTICLE 1 - MEMBERS

1.1. Conditions for Membership. Individuals wishing to become members of the organization must be at least of legal age pursuant to the applicable non-profit legislation of the juridiction. The prospective member must have a genuine interest in and alignment with the purpose, objectives, and values of the organization. A corporation may become a member of the organization. Prospective members may submit an application to the organization outlining their interests and eligibility criteria. The organization will then either reject or approve the prospective member's application.

1.2. Annual Meetings. An annual meeting shall be held once in each calendar year for the purpose of electing Directors and transacting such other business as may properly come before the meeting. The annual meeting shall be called by the Board of Directors, or as agreed to by all of the members entitled to vote at the meeting.

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

1.2.1.a. Election of New Directors

1.2.1.b. Review of the Annual Report

1.2.1.c. Reconciliation of the balance sheet

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

1.2.2. Unless it falls on a holiday or is designated by the Board of Directors by written notice, the members shall meet for their annual meeting on ________. If such date falls on a holiday, the Board of Directors or the members shall select another date and send written notice at least two weeks prior to the meeting.

1.3. Special Meetings. Special meetings of the members may be called by the Board of Directors of the organization, or if the meeting cannot be called, or is not called by the Board of Directors, the members of the organization may call a special meeting. All meetings other than those which cover the financial statements, audit review or engagement report, election of directors, or reappointment of an auditor, constitute a special meeting.

A special meeting of members need not be held in a particular geographic location if the meeting is held by teleconference or other form of electronic communication in such a way that all members have an opportunity to read and/or hear the proceedings substantially at the time of the meeting, to raise points on matters before the members, and to ask questions and make comments.

1.4. Notice. The following written notice of all annual meetings shall be provided under this section or as required by law: ________. The following written notice of all special meetings shall be given under this section or as otherwise required by law: ________. The notice shall state the date, time and place of the meeting and, in the case of a special meeting, the purpose of the meeting. Notice shall be mailed to all members at the address on the books of the Corporation or to their email address. Such notice shall be effective when sent by regular mail, properly addressed, postage prepaid, or by email.

1.5. Quorum. A quorum shall be ________%. In the absence of a quorum, the Directors who called the meeting or the members may postpone and reschedule the meeting to another date without further notice. If a quorum is present at a rescheduled meeting, any business that could have been transacted at the originally scheduled meeting may be transacted. Members present at a meeting at which a quorum is present may continue to transact business until the meeting is adjourned, even if the withdrawal of members results in less than a quorum being present.

1.6. Proxy. Members entitled to vote at a meeting may be represented by proxy in order to constitute a Quorum.

1.7. Informal Actions. Any action that is required or permitted to be taken at a meeting may be taken without a meeting and without notice if a written consent, stating the action so taken, is signed by the members with respect to the subject matter of the vote.

1.8. Membership Fees. Each member shall pay the following annual dues at the annual meeting for each year in which he or she remains a member: ________ ($________).

ARTICLE 2 - BOARD OF DIRECTORS

2.1. Role of Directors. The Board of Directors is responsible for managing the affairs of the association directly and/or by delegation.

2.2. Number of Directors. The organization is managed by a Board of Directors composed of at least three Directors.

2.3. Election and Term of Office. Directors shall be elected by a majority vote at the annual meeting. Each Director shall hold office for a term of one year.

2.4. Compensation. The Board of Directors shall receive reasonable compensation for serving on the Board. The Board of Directors shall fix the amount of remuneration by resolution at the annual meeting of the Board.

2.5. Quorum. A quorum of Directors shall be ________%.

2.6. Negative Interest. For the purpose of determining a quorum of Directors or for voting, a Director's stated adverse interest shall not disqualify him or invalidate his vote. The director whose interests are conflicting shall be required to disclose the conflict and may request to have such interests inserted into the minutes of meetings.

2.7. Ordinary Meetings. Immediately following its election, the Board of Directors shall meet to elect its new Officers, appoint new committee chairs and transact such other business as it deems appropriate. The Board of Directors may, by resolution, provide for additional regular meetings without further notice than that provided for by the resolution.

2.8. Annual Meetings. Unless it falls on a holiday or is designated by the Board of Directors by written notice, the Directors shall meet for their annual meeting on ________. If such date falls on a holiday, the Board of Directors shall select another date and send written notice at least two weeks prior to the meeting.

2.9. Notice. The notice period for such annual meetings of the Board of Directors shall be: ________.

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2.11. Vacancies and Dismissals. A Director may be removed from office, with or without cause, at a meeting called for that purpose. Any vacancy occurring on the Board of Directors, whether by death, resignation, removal or for any other reason, may be filled by having a quorum of the Directors appoint an individual. A director elected to fill a vacancy shall hold office for the remainder of the term of his or her predecessor or until a successor has been elected and qualified. If all Directors resign or are removed, any member shall hold a special meeting to elect a new Director or Board of Directors.

2.12. Resignation. If a Director wishes to resign, they must do so by providing the Board with written notice, the length of which may be determined from time to time by the Board.

2.13. Committees. To the extent permitted by law, the Board of Directors may appoint from among its board one or more committees, temporary or permanent, and designate the duties, powers and authorities of such committees. Committees shall have a specific purpose and the Board of Directors, in establishing a committee, shall define its parameters, including, but not limited to, meetings, notice, quorum requirements and any other relevant procedures.

ARTICLE 3 - OFFICERS

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

3.1.1. President

3.1.2. Vice-President

3.1.3. Treasurer

3.1.4. Secretary

3.1.5. Any other Officer as designated by the Board of Directors from time to time.

The same individual may perform two or more functions.

3.2. Roles of Officers. Officers have the following responsibilities in their roles:

3.2.1. President -- The President is the chief executive officer and presides at all meetings of the Board of Directors and its executive committee, if such a committee is created by the Board of Directors, signs all corporate documents unless he or she delegates this responsibility to another Officer, and directs the process for the creation and implementation of resolutions.

3.2.2. Vice-President -- The Vice-President shall be responsible for performing the duties of the President in the absence of the President and assisting the President in the performance of their duties.

3.2.3. Secretary -- The Secretary shall give notice of all meetings to the Board of Directors, maintain the list of Board members, keep and arrange for the minutes of all regular and special meetings, and certify and arrange for the official records of the organization.

3.2.4. Treasurer -- The Treasurer shall be responsible for the conduct of the financial affairs of the organization as directed by the Board of Directors and shall prepare and present reports concerning the finances of the organization as required, but not less frequently than at the annual meeting of the Board of Directors.

3.2.5. Other -- Any other officer appointed to act for the organization shall carry on the role as prescribed by law or by the Board of Directors.

3.3. Election and Term of Office. Officers shall be elected annually by the Board of Directors. Each Officer shall hold office for a fixed term of ________.

3.4. Compensation. Each person serving as an Officer shall receive reasonable compensation for his or her services as an Officer. The Board of Directors shall fix the amount of compensation by resolution at the annual meeting of the Board.

3.5. Vacations and Revocations. The Board of Directors shall have the power to remove any Officer or agent of the organization. Any vacancy that occurs for any reason may be filled by the Board of Directors.

3.6. Conflicting Interests. To conform with applicable corporate statute, any Officer of the corporation who is not sitting on the Board of Directors shall be required to disclose conflicting interests when they become aware of such conflict that will be discussed at a Directors meeting.

ARTICLE 4 - CORPORATE SEAL AND EXECUTION OF INSTRUMENTS

4.1. Corporate Seal. The organization must have a corporate seal which must be affixed to all important business documents.

4.2. Instruments. All instruments signed on behalf of the organization that are recognized and that affect an interest in real property must be signed by the President or another Director or Officer. All other instruments signed by the organization, including the discharge of a mortgage or lien, may be signed by the President. Notwithstanding the foregoing, any written instrument may be signed by any Officer or agent specifically designated as having such responsibility by resolution of the Board of Directors.

ARTICLE 5 - AMENDMENT OF BY-LAWS

5.1. Amendment Procedure. The by-laws may be amended, changed or repealed by the Board of Directors by a majority of a quorum at any regular or special meeting. The full text of the proposed amendment shall be circulated to the Board of Directors at least fourteen (14) days prior to the meeting at which the amendment is to be voted upon. The Board of Directors shall then submit the amendments to the members at their next meeting where they shall confirm or reject such amendments.

ARTICLE 6 - INDEMNIFICATION

6.1. Indemnification of Executives. The corporation shall indemnify any Officer or Director who is involved in litigation as a result of his or her position as an Officer or Director, to the fullest extent permitted by law as it now exists or may be amended in the future to expand such rights, unless such litigation arose from gross negligence, fraud or criminal activity.

ARTICLE 7 - DISSOLUTION

7.1. Dissolution Procedure.

The organization may be dissolved by a resolution passed by the Board of Directors and confirmed by the members in accordance with the applicable non-profit legislation of the jurisdiction. Upon dissolution, the affairs of the organization shall be wound up and all of its outstanding debts and liabilities shall be paid or adequately provided for.

7.2. Distribution of Assets. Upon the dissolution and winding up of the organization, and after payment or provision for the payment of all of its debts and liabilities, any remaining assets shall not be distributed to the Members, Directors, Officers or any other person, but shall be distributed to one or more non-profit organizations or charitable organizations having objectives similar to those of this organization, as determined by the Board of Directors, in accordance with the applicable laws of the jurisdiction.

ENACTMENT AND CONFIRMATION

ENACTED by the Board of Directors effective ________

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CONFIRMED by the Members effective ________

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