Governing Documents or Bylaws

Sustainable organizations will incorporate under an appropriate jurisdiction, whether provincially or federally. Bylaws or “governing documents” are the fundamental governing rules and regulations of any non-profit agency and must be registered with the appropriate provincial or federal authority. Bylaws state how the organization is to be governed and how powers are to be exercised. The CRA defines governing documents as “the documents that formally establish an organization and govern its operations. Some examples of governing documents are letters patent, certificate of incorporation, memorandum or articles of association, a constitution, trust documents, and bylaws.”  See the CRA website for details.

A sustainable non-profit organization will have Bylaws that are reviewed and updated on a regular basis and are consistent with the Act under which they are registered. When bylaws are changed, they must be registered with the appropriate provincial or federal authority to come into effect. If the organization is a federally registered charity, the updated bylaws must be submitted with the agency’s annual report to the CRA, called the T3010 form.

Bylaws define important management and governance aspects of the organization including:

• Size and composition of the Board;
  
  
• Procedures for nomination/election of Board members;
  
  
• Board member rotation/terms of office;
  
  
• Rules of quorum;
  
  
• Frequency of member and Board meetings;
  
  
• Board liability;
  
  
• Committee structure for any Standing Committees;
  
  
• The powers of the Board (accountability);
  
  
• Requirements for Annual General meetings;
  
  
• Procedures for amending Bylaws;
  
  
• Duties of Board Officers;
  
  
• Membership definition (in organizations that have membership);
  
  
• Conflict of Interest;
  
  
• Assuming of debt;
  
  
• Dissolution; and
  
  
• The ex-officio status of the head employee, where an organization has an Executive Director, CEO, artistic director or the like.

The Board of a sustainable non-profit organization will operate in compliance with the organization’s Bylaws.