Charity Bylaws and Minute Book

Q. Is it really necessary for your Not-for-Profit to keep a Minute Book?

A. Yes! Absolutely. Even a Not-for-Profit run by a single director and member is required by law to have a minute book.

Q. If you have a corporate Minute Book, what are the consequences of not keeping the corporate minute book current?

A. It can lead to serious consequences, including fines, being in default and more.

Q. What’s in a Minute Book?

Every Not-for-Profit must maintain an official record of documents and activities. This is commonly referred to as a “Minute Book.” A Minute Book is not a stack of meaningless legal documents that collect dust.

They are legally required documents that set out the Diretor(s), Members, and Officers of the Not-for-Profit, and are frequently referred to throughout the life of a NFP.

Without a Minute Book, and the corresponding Corporate Formation Documents, the Not-for-Profit won’t have members, won’t be able to hold AGMs, won’t be able to elect directors, and is at significant risk of losing any assets it owns.

Also, when a NFP corporation looks to admit new members, remove members, obtain a loan, or merge with another non-profit, the Minute Book is the first set of documents that all parties involved will look at to start the transaction.

However, Minute Books need not be paper-based. Most non-profits are choosing to go paperless, keeping their minute book in electronic form.