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A non-profit society’s bylaws set out the rules for governing and operating the organization. Many non-profits in BC incorporate using the model bylaws provided under the Societies Act. But reviewing the model bylaws before you incorporate is highly recommended, as is reviewing your non-profit's bylaws on a periodic basis. Doing so helps you get off on the right foot with your non-profit — or to make positive organizational changes if needed.
Alert!
A set of amendments to the Societies Act took effect on May 4, 2023. Here, the BC government summarizes the changes. This page has been updated to reflect them. If you crafted your bylaws before then, you may need to consider some updates. For example: Do your bylaws have director term limits? If they don't, directors without a set term will cease being directors at the next AGM. This article offers more examples.
What you should know
There are two ways to approach a review of your society’s bylaws:
Option 1. Adopt the model bylaws.
Option 2. Craft your own bylaws to better support your society’s vision and operations.
The second option is more ambitious, but pays dividends. You could think of it this way: your bylaws are the foundation of your organization. Getting them right is essential to ensure your non-profit’s sustainability.
When you incorporate a non-profit, the Societies Act sets out a default set of bylaws that you can use. You can download a Word version here. You’ll find basic rules for members, annual meetings and board meetings, directors, and key board positions (president, treasurer, that sort of thing).
These bylaws present a workable framework for a non-profit. But you may want to think twice before totally leaning on them. For starters, your non-profit will have quirks that the model bylaws can’t anticipate.
And the model bylaws have some gaps. For example, they don’t allow for members to attend meetings by proxy (where you can authorize someone else to go for you, or vote in advance), or allow for electronic voting (like for a remote meeting). The model bylaws also don’t allow directors to be paid for their work as a director.
So while the model bylaws are a good general roadmap, you’re likely, ultimately best off with option 2 …
"We adopted the model bylaws when we first incorporated our non-profit. Over the years, we’ve really grown in size. We now have hundreds of members and member organizations across the province. We wanted to make changes to how the founders can get paid — it’s now become our full-time job — but the model bylaws handcuffed how we’re allowed to remunerate our directors. Now we need to get the members together to vote on changes to our bylaws, but we don’t think we have enough votes on our side ..."
– James, Nelson, BC
Creating custom bylaws takes more time, but it’s worth it. And you don’t need a lawyer to do this.
Many people think, “it’s just paperwork, we can fix it later.” Sometimes that’s true. But other times it isn’t.
No doubt: writing your own bylaws can be tricky. To help, we walk you through some of the things to consider changing in the model bylaws.
How to craft your own bylaws
BC non-profits aren’t required to publish their bylaws. But some do (whether on purpose or by accident). Google up organizations that are similar to yours and see if you can get a draft of their bylaws. Compare them to the model bylaws. What did they change and why?
Don’t just poach another organization’s bylaws whole hog, put your name up top, and break for beers. For starters, not every non-profit is even governed under the same laws: some are incorporated under federal legislation, others through the laws of other provinces, or even the laws of other countries. You should use other non-profits’ bylaws purely for inspiration.
There are a few key features in the Societies Act you should know about before you tinker with your bylaws. Here, we highlight the top 10. The Act sets out the baseline on which a non-profit can operate. Sometimes it will say “a non-profit must do X,” point finale. But other times it’ll say “a non-profit can do X, if it sets it out in its bylaws,” so there’s room to play.
If this is just you, then great: you’ll only need to convince yourself how to best run the shop. But many BC non-profits have several founders or at least three directors. Either way, you’ll need to consider questions like:
Do we need just one class of members? If we have multiple classes, should they all get to vote? Some non-profits have a system of “honorary” members. These are people or organizations that are important enough to be informed but shouldn’t necessarily be able to vote on key issues.
How are we going to conduct our meetings? Do we want people to have to attend in person in order to vote? Can they vote by phone or over email? How many people should we have at the very minimum (a quorum) in order for a meeting to be valid?
Should our directors be paid? They can be, but if the bylaws don’t specifically say it (the model bylaws don’t!), then you can’t do it.
Another key question to ask is how much flexibility should we give our board to decide on things? Not everything has to be spelled out in the bylaws. The board of directors can create its own policies for specifics on how to deal with certain issues.
Policies are agreed upon by the board in writing — they can’t contradict the bylaws, but they can be updated by a board vote rather than a vote by the members. (The latter typically only happens once per year.) Policies are more flexible than bylaws, and generally deal with more day-to-day issues.
So, for example, the bylaws might say “The society will admit members based on policies developed by the board of directors.” And the policy will set out, step-by-step, the process for a member application and acceptance.
The bylaw bible: Key clauses to consider
This section covers some of the key clauses to consider in conducting a bylaw review. This list is not intended to be exhaustive, but rather to help you get started.
| Item | Provision in Societies Act | What bylaws can or must do |
|---|---|---|
| Classes of membership | Society can have more than one class of members. If it does, at least one class must be voting members. | Bylaws must set out rights and obligations of each class of members. (Model bylaws do this at a very basic level.) |
| Application for membership | Bylaws must provide for how members are admitted to membership. | Bylaws must provide procedure. (Model bylaws do this at a very basic level.) |
| Age of members | An individual under age 19 may be admitted as a member. | Bylaws may provide otherwise. (Model bylaws don’t.) |
| Membership dues | Bylaws must provide any rights and obligations arising from membership. | If there are membership dues, bylaws must provide for how they are determined. (Model bylaws give board flexibility to set this.) |
| Transferability | Membership is non-transferable. | Bylaws may provide otherwise (Model bylaws don’t.) |
| Expulsion of members | Member may be disciplined or expelled by special resolution. Society must send member notice, including reasons, and give member opportunity to respond. | Bylaws may provide otherwise. (Model bylaws do this at a very basic level.) |
| Item | Provision in Societies Act | What bylaws can or must do |
|---|---|---|
| Timing of AGM | An AGM must be held in each calendar year. (Requirement under previous Act that AGM be held within 15 months of last AGM is removed.) | Bylaws may (or may not) say something about timing of AGM. (Model bylaws say timing of AGM is at director's discretion.) |
| Notice of general meetings | Notice of date, time, and location of general meeting must be sent to every member at least 14 days before meeting. | Bylaws may provide a different notice period of at least seven days and not more than 60 days before meeting. For societies with more than 100 members, bylaws may permit an alternate notice mechanism featuring emailing members and publishing notice in a newspaper and on society website. |
| Quorum at general meetings | Quorum is three voting members or a greater number if bylaws provide. | Bylaws may provide for a quorum that’s greater than three voting members by specifying the number of voting members or that it be calculated as a percentage or on another basis. (Model bylaws provide for quorum of three voting members or 10% of voting members, whichever is greater.) |
| Participation at general meetings | Members may participate by telephone or other medium, so long as everyone is looped in. | Bylaws may provide otherwise. (Model bylaws don’t.) For example, bylaws could restrict or prohibit electronic participation at members' meetings. |
| Proxy voting | Bylaws must specify whether proxy voting is permitted. | Bylaws may permit proxy voting. (Model bylaws don’t.) Unless bylaws provide otherwise, a proxy is valid only at the meeting for which it is given. |
| Voting threshold for a special resolution | Voting threshold to pass a special resolution is 2/3 of votes cast at a members’ meeting. | Bylaws may set a higher voting threshold than 2/3, either generally or for specific resolutions. The voting threshold must be spelled out as unanimous, a fraction or percentage of votes cast, or as a formula. (Model bylaws are silent on this.) |
| Item | Provision in Societies Act | What bylaws can or must do |
|---|---|---|
| Number of directors | Society must have at least three directors, no maximum. | Bylaws may set minimum and maximum number of directors. (Model bylaws set a minimum of three and a maximum of 11.) Can't go below three directors, unless a member-funded society, which can have as few as one director. |
| Election or appointment of directors | Bylaws must provide for how directors are elected or appointed. | Bylaws must provide procedure. (Model bylaws have a procedure.) |
| Director's age | Individuals aged 16 or 17 can act as directors or senior managers, so long as the majority of directors are at least age 18. | Bylaws may set out additional qualifications for directors. (Model bylaws don’t.) |
| Director's qualifications | Directors cannot be declared incapable, be undischarged bankrupt, or have committed certain crimes within last five years. | Bylaws may set out additional qualifications for directors. (Model bylaws don’t.) |
| Director's term of office | Director's term of office expires at the close of the next AGM after election or appointment. | Bylaws may provide otherwise, for example, setting terms of more than one year. (Model bylaws don’t.) |
| Indemnification | Society can indemnify directors and senior managers who are found legally liable (e.g., for negligence) in certain situations. | Bylaws may restrict society’s ability to indemnify directors and senior managers. (Model bylaws don’t.) |
| Removal of directors | Director may be removed by special resolution of members (despite any provision of bylaws) or by any method provided in bylaws. | Bylaws may provide any other method for removing directors. (Model bylaws don’t.) |
| Item | Provision in Societies Act | What bylaws can or must do |
|---|---|---|
| Proceedings of directors | Directors may pass directors' resolution without a meeting if all directors consent in writing. | Bylaws can provide for a written consent resolution to be passed by a fewer number of directors or "in any other manner", so long as all of the directors receive a copy of the written resolution. (Model bylaws don’t.) |
| Borrowing of funds | Society may borrow funds at director's discretion. | Bylaws may limit directors' ability to borrow funds — e.g., by requiring an ordinary or special resolution of members before borrowing can occur. (Model bylaws don’t.) |
| Investment of funds | Society may invest its funds in any prudent investment. | Bylaws may expand or limit society's power to invest — e.g., by expanding the permissible types of investment to include more risky ones. (Model bylaws don’t.) |
| Item | Provision in Societies Act | What bylaws can or must do |
|---|---|---|
| Director's remuneration | Directors cannot be paid for being directors unless remuneration is authorized by society's bylaws. | If society wishes to pay directors for being directors, bylaws must authorize this. Bylaws could cap remuneration or impose conditions on payment. (Model bylaws don’t allow for director remuneration.) |
| Reimbursement of expenses | Directors' expenses, so long as they are reasonable, may be reimbursed. | Bylaws may restrict or prohibit reimbursement. Bylaws could cap reimbursement or impose conditions on payment. (Model bylaws don’t.) |
| Item | Provision in Societies Act | What bylaws can or must do |
|---|---|---|
| Member access to records | Members are entitled to inspect all records of a society (as are directors). | Bylaws may restrict member access to some records, like accounting records and records of directors’ meetings (except relating to conflicts disclosures). (Model bylaws don’t.) |
| Public access to records | Public is entitled to receive a copy of society’s financial statements and auditor’s report. | Bylaws may grant public access to more of the society's records (e.g., minutes of members' and directors' meetings, accounting records, and conflict disclosures), but not to society's register of members. (Model bylaws don’t.) |
Who can help
There are options for free or low-cost legal help for reviewing or preparing custom bylaws.
Access Pro Bono Program for Non-profits
