How to Write Bylaws for a Charity Organization in Canada

Creating bylaws for your charity is one of the most important steps in establishing a legally compliant organization in Canada. Your bylaws serve as the foundation for how your charity operates, makes decisions, and governs itself.

Whether you're starting a new charity or updating existing bylaws, this guide will walk you through everything you need to know. You'll learn what bylaws are, what must be included, and how to write them correctly for Canada Revenue Agency (CRA) compliance.

Let's get started with building strong governance documents for your charitable organization.

What Are Charity Bylaws in Canada?

Charity bylaws are the internal rules that govern how your organization operates day-to-day. Think of them as your charity's operating manual that outlines everything from board structure to voting procedures.

Legal Definition and Purpose

Bylaws are legally binding rules that your charity must follow once they're adopted. They work alongside your articles of incorporation to define your charity's structure and operations.

Your bylaws tell everyone—from board members to donors to the CRA—how decisions get made in your organization. They establish clear procedures for governance, financial management, and organizational changes.

The CRA reviews your bylaws during the registration process to ensure your charity has proper governance structures in place. Without compliant bylaws, your application for charitable status may be delayed or denied.

When Are Bylaws Required?

You need bylaws if you're incorporating your charity federally or provincially in Canada. Federal charities incorporated under the Canada Not-for-Profit Corporations Act (CNCA) must have bylaws.

Provincial requirements vary depending on where you incorporate. Ontario, British Columbia, and Alberta all have specific bylaw requirements for incorporated nonprofits and charities.

The CRA expects to see comprehensive bylaws when you apply for charitable registration. Even if your province doesn't strictly require them, you'll need them for CRA approval.

Essential Elements Every Charity Bylaw Must Include

Your bylaws need specific sections to meet legal and CRA requirements. Missing any of these elements could cause compliance issues down the road.

Organizational Structure

Your bylaws must clearly define your board of directors' composition and responsibilities. Specify the minimum and maximum number of directors your charity will have.

Charitable organizations typically require at least three directors who aren't related to each other. Private foundations may have related directors. You should outline the qualifications directors must meet and their terms of office.

Define officer positions, including President, Vice-President, Treasurer, and Secretary. Describe each officer's duties and how they're elected or appointed.

Key elements to include:

• Minimum/maximum board size (typically 3-15 directors)
• Director qualifications and eligibility
• Length of terms (commonly 1-3 years)
• Election or appointment procedures
• Removal and resignation processes
• Officer roles and responsibilities

Membership Provisions (If Applicable)

If your charity has members, your bylaws must outline the membership structure. Define different membership categories if you have them.

Specify who's eligible to become a member and how someone joins. Include membership fees, if any, and when they're due.

Detail voting rights for each membership class. Some charities have voting members and non-voting members.

You don't need members to operate a charity in Canada. Many charities operate with just a board of directors and no formal membership structure.

Meeting Requirements

Your bylaws must establish clear rules for meetings. Start with annual general meetings (AGMs) and how often you'll hold them.

Specify how many board meetings you'll have each year. Most charities hold board meetings quarterly at minimum.

Define what constitutes quorum—the minimum number of people needed for a valid meeting. Common quorum requirements are 50% of board members or a specific number like "at least 3 directors."

Include notice requirements for meetings. You need to specify how far in advance you'll notify people and what methods you'll use (email, mail, phone).

Meeting essentials:

• AGM frequency (usually annual)
• Board meeting schedule
• Special meeting procedures
• Quorum requirements
• Notice periods (typically 10-30 days)
• Voting procedures and thresholds
• Minutes and record-keeping

Financial Management and Accountability

Your bylaws should define your fiscal year. Most charities use January 1 to December 31, but you can choose any 12-month period.

Establish signing authority for financial transactions. Specify who can sign cheques and approve expenses.

Require annual financial statements and audits if applicable. Charities with revenue over $250,000 typically need audited statements.

Include provisions for banking, investments, and borrowing powers. The CRA wants to see that you have proper financial controls.

Amendment Procedures

Your bylaws must explain how to amend them. Include the voting threshold required—typically two-thirds or 75% of board members.

Specify whether members (if you have them) must also approve amendments. Some changes may require both board and member approval.

Note that certain amendments must be reported to the CRA. Changes affecting your charitable purposes or dissolution clause need CRA notification.

Dissolution Clause

Every charity bylaw must include a dissolution clause. This explains what happens to your assets if your charity winds up operations.

The CRA requires that remaining assets go to qualified donees only. You can't distribute assets to members, directors, or private individuals.

Your dissolution clause should list the types of qualified donees that could receive assets. These include other registered charities, municipalities, and certain government bodies.

This is a non-negotiable requirement for charitable registration in Canada.

Step-by-Step Guide to Writing Charity Bylaws

Writing bylaws doesn't have to be overwhelming. Follow these steps to create compliant, effective bylaws for your charity.

Step 1: Research Your Jurisdiction's Requirements

Start by determining which laws apply to your charity. Federal charities follow the Canada Not-for-Profit Corporations Act (CNCA).

If you're incorporating provincially, check your province's nonprofit legislation. Ontario uses the Ontario Not-for-Profit Corporations Act, while BC uses the BC Societies Act.

Review CRA guidance documents on charitable registration. The CRA website has resources explaining what they expect to see in bylaws.

Bylaw Requirements Comparison Chart

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Don't skip this research step. Requirements vary significantly between federal and provincial incorporation.

Step 2: Define Your Governance Structure

Decide how many board members you'll have. Consider your charity's size and the expertise you need.

Determine whether you'll have members or operate as a board-only charity. Each model has advantages depending on your organization's needs.

Plan your officer structure. At minimum, you'll need a President/Chair and a Treasurer.

Think about term limits for directors. Staggered terms help ensure board continuity while allowing for fresh perspectives.

Step 3: Draft Core Bylaw Sections

Begin writing your bylaws section by section. Start with definitions to clarify key terms you'll use throughout.

Draft your governance sections next—board composition, meetings, and decision-making procedures. Be specific about quorum, voting thresholds, and notice requirements.

Write your financial management provisions. Include fiscal year, signing authority, and financial reporting requirements.

Add your membership provisions if applicable. Keep language clear and avoid overly complex membership structures.

Standard bylaw article structure:

1. Definitions and Interpretation
2. Membership (if applicable)
3. Board of Directors
4. Officers
5. Meetings
6. Financial Management
7. Committees
8. Amendments
9. Dissolution

Step 4: Ensure CRA Compliance

Review your bylaws against CRA requirements. Your charitable purposes must align with the four recognized charitable categories in Canada.

Include restrictions on political activities. Charities can engage in limited political activities (10% of resources) but this must be clearly stated.

Add provisions prohibiting private benefit. No one can personally profit from your charity's activities or assets.

Ensure your dissolution clause meets CRA standards. Assets must go to qualified donees only—no exceptions.

Step 5: Review and Legal Compliance Check

Have your founding board review the draft bylaws. Make sure everyone understands and agrees with the governance structure.

Consider hiring a charity lawyer for review. Legal expertise can catch issues that might cause CRA registration problems.

Check for conflicts between your bylaws and articles of incorporation. These documents must align completely.

Common mistakes lawyers catch:

• Conflicting quorum requirements
• Missing CRA-required clauses
• Vague amendment procedures
• Inadequate financial controls
• Improper dissolution language

Step 6: Approve and Adopt Your Bylaws

Hold a board meeting to formally adopt your bylaws. Pass a board resolution approving them.

Have all directors sign the bylaws or the resolution adopting them. This creates a clear record of approval.

File your bylaws with the appropriate government office. Federal charities file with Corporations Canada; provincial charities file with their provincial registry.

Keep the original signed bylaws in your minute book. You'll need to provide them to the CRA during registration.

Common Mistakes to Avoid When Writing Charity Bylaws

Many charities make preventable errors when drafting bylaws. Learning from these mistakes can save you time and headaches.

Copying templates without customization is the most common error. Generic templates often don't fit your charity's specific needs or meet your jurisdiction's requirements.

Conflicting with articles of incorporation creates legal problems. Your bylaws can't contradict what's in your articles.

Insufficient quorum requirements can paralyze decision-making. Setting quorum too high means you might struggle to hold valid meetings.

Unclear amendment procedures make it difficult to update bylaws when needed. Be specific about voting thresholds and approval processes.

Missing CRA-required provisions will delay your charitable registration. The dissolution clause is the most commonly forgotten requirement.

Overly restrictive language can box you in unnecessarily. Leave room for operational flexibility where appropriate.

Vague provisions create confusion about procedures. Be specific about timelines, voting thresholds, and responsibilities.

CRA-Specific Requirements for Charity Bylaws

The CRA has non-negotiable requirements for charity bylaws. Meeting these requirements is essential for registration approval.

Charitable Purposes Statement

Your bylaws must include or reference your charitable purposes. These purposes must fit within one of Canada's four recognized charitable categories: relief of poverty, advancement of education, advancement of religion, or other purposes beneficial to the community.

The CRA scrutinizes purpose statements carefully. Vague language like "helping people" isn't sufficient.

Be specific about who you serve and how. For example: "To relieve poverty by providing emergency food assistance to low-income families in Toronto."

Your purposes in your bylaws must match your articles of incorporation exactly. Any discrepancy will cause registration delays.

Restrictions on Activities

Your bylaws must include specific restrictions that charities must follow. State clearly that your charity operates exclusively for charitable purposes.

Include language prohibiting private benefit to members, directors, or others. No one can personally profit from your charity's work.

Add restrictions on political activities. Charities can devote up to 10% of resources to non-partisan political activities, but this must be clearly limited.

Specify that your charity won't operate a business unrelated to your charitable purposes. Related businesses are allowed, but must be clearly connected to your mission.

Wind-Up Provisions

Your dissolution clause must meet CRA standards exactly. Upon wind-up, remaining assets must go to qualified donees only.

Specify that no assets will be distributed to members, directors, or private individuals. This must be explicitly stated.

You can name specific charities to receive assets, or use general language about qualified donees. Many charities list "other registered charities with similar purposes" as beneficiaries.

The CRA will reject your application if this clause is missing or improperly worded. Don't take shortcuts here.

Bylaws Templates vs. Custom Bylaws: Which Is Right for Your Charity?

Deciding between template bylaws and custom-drafted bylaws depends on your charity's complexity and needs.

When Templates Work

Templates can work well for simple charities with straightforward structures. If you're forming a small community charity with a basic board structure, templates provide a good starting point.

Standard charitable purposes like running a food bank or community centre fit well with template language. You're not breaking new ground with your mission.

Templates save money on legal fees for charities with tight budgets. Many government websites and nonprofit organizations offer free bylaw templates.

Looking for template guidance? Check out our sample charity bylaws to see examples that meet CRA and legal requirements. These samples help you understand proper bylaw structure before you start drafting.

Good candidates for templates:

• Small local charities
• Standard charitable purposes
• Simple board-only governance
• Limited programs or services
• Straightforward funding sources

When Custom Bylaws Are Necessary

Complex organizations need custom bylaws. If you have multiple service areas, chapters, or affiliate organizations, templates won't cover your needs.

Unique charitable purposes require careful legal drafting. Innovative programs or new approaches to charitable work need precisely worded purposes.

Large charities or those expecting significant growth should invest in custom bylaws. Good governance documents scale with your organization.

If you have members, complicated voting structures, or multiple stakeholder groups, templates will be insufficient. Custom drafting ensures all relationships are properly defined.

Situations requiring custom bylaws:

• Multi-chapter or affiliate structures
• Complex membership models
• Unique or innovative programs
• Significant property or investments
• Multiple funding sources with restrictions
• Plans for rapid growth or expansion

Maintaining and Updating Your Charity Bylaws

Your bylaws aren't a "set it and forget it" document. Regular review and updates keep your charity compliant and effective.

Regular Review Schedule

Review your bylaws annually as part of good governance practice. Check that they still reflect how your charity actually operates.

Legislative changes may require bylaw updates. The CNCA, for example, has been updated several times since 2011.

Review bylaws whenever you make significant organizational changes. Adding new programs, expanding service areas, or changing your board structure may require amendments.

Create a governance committee responsible for bylaw review. This ensures someone is actively monitoring compliance.

Amendment Process

Follow your bylaws' own amendment procedures exactly. If your bylaws require a two-thirds vote, you need that exact threshold.

Document all amendments properly with board resolutions. Keep copies in your minute book.

File amendments with the appropriate government office. Federal charities file with Corporations Canada within required timelines.

Notify the CRA of certain amendments. Changes to your purposes, activities, or dissolution clause must be reported.

Amendment best practices:

• Review full bylaws before making changes
• Ensure consistency throughout document
• Update table of contents and section numbers
• Keep version history
• Distribute updated bylaws to all directors
• Update any online copies

Conclusion

Writing bylaws for your charity organization in Canada requires careful attention to legal requirements and CRA standards. Your bylaws form the foundation of good governance and help ensure long-term compliance.

Start by researching your jurisdiction's requirements and understanding CRA expectations. Include all essential elements like governance structure, meeting procedures, financial management, and a proper dissolution clause.

Whether you use a template or draft custom bylaws, make sure they fit your charity's specific needs and operations. Don't copy generic bylaws without careful review and customization.

Review and update your bylaws regularly to keep pace with legislative changes and organizational growth. Good bylaws evolve with your charity.

Need help drafting or reviewing your charity's bylaws? B.I.G. Charity Law Group specializes in helping Canadian charities establish compliant governance documents. Our team provides expert guidance on creating bylaws that meet CRA requirements and support your charitable mission.

Contact us today to discuss your charity's specific needs:

📞 Phone: 416-488-5888
📧 Email: dov.goldberg@charitylawgroup.ca
🌐 Website: CharityLawGroup.ca

Ready to get started? Schedule a FREE consultation and let's ensure your charity has the strong governance foundation it needs to succeed.

Frequently Asked Questions

How long should charity bylaws be?

Most charity bylaws are 10-25 pages long. The length depends on your organizational complexity and governance structure.

Simple charities might have bylaws of 10-12 pages. More complex organizations with members, multiple chapters, or sophisticated governance can have bylaws of 30+ pages.

Focus on being thorough rather than brief. Missing important provisions causes more problems than slightly longer bylaws.

Do bylaws need to be filed with the CRA?

Yes, you must submit your bylaws when applying for charitable registration. The CRA reviews them as part of the application process.

You don't file amendments with the CRA unless they affect your purposes, activities, or dissolution clause. Other amendments are filed with your incorporating jurisdiction but not necessarily with CRA.

Keep your bylaws current and available for CRA review during audits or compliance checks.

Can we amend our bylaws after incorporation?

Absolutely. In fact, you should expect to amend bylaws over time as your charity grows and evolves.

Follow the amendment procedures in your current bylaws. This usually requires a board resolution passed by the specified majority.

File amendments with your incorporating body within their required timelines. Federal charities have specific deadlines for filing changes.

What's the difference between bylaws and policies?

Bylaws are your charity's governing rules that require formal adoption and filing with the government. They're harder to change and legally binding.

Policies are operational guidelines your board adopts for day-to-day management. They're easier to update and don't require government filing.

Think of bylaws as constitutional law and policies as operational procedures. Both are important but serve different purposes.

Do all board members need to approve bylaws?

Not necessarily all, but most. Check your current bylaws or articles for the required voting threshold.

Common requirements are majority approval (50% + 1) or special majority (two-thirds or 75%). Initial bylaw adoption might require unanimous approval.

If you're adopting first-time bylaws, all founding directors typically must approve them. This creates a strong foundation for governance.

Legal Sources & References

• Source: CRA: Ineligible individuals and Arm's Length requirements