Getting started: What documents do you need?

What documents do nonprofits need to keep?

Section 92 of the ONCA says you must keep:

  • the nonprofit’s articles (formerly called “letters patent”) and bylaws, and amendments to them
  • the minutes of meetings of the members and of any committee of members
  • the resolutions of the members and of any committee of members
  • the minutes of meetings of the directors and of any committee of directors
  • the resolutions of the directors and of any committee of directors
  • a register of directors
  • a register of officers
  • a register of members
  • accounting records adequate to enable the directors to ascertain the financial position of the corporation with reasonable accuracy on a quarterly basis

Letters patent & supplementary letters patent (now articles)

What they are

Your letters patent are issued by the Ontario government and set out your nonprofit’s name, its purpose, the location of its head office, and the names of its founding directors.

Changes to the name, purpose, or location of head office are contained in supplementary letters patent.

Where to find them

Look for letters patent and any supplementary letters patent in your original incorporation documents. These are often kept in board orientation packages or in the files of the lawyers who helped you incorporate. There may also be copies kept with grant applications, as many funders require a copy.

If you cannot find your incorporation documents, you can get copies of your documents from the Ministry of Government Services (see sidebar).

Note: The Ontario Not-for-Profit Corporations Act (ONCA) will replace the term “letters patent” with “articles of incorporation.”

Bylaws

What they are

Your nonprofit’s bylaws usually set out its rules. For example, bylaws might address:

  • calling and conducting meetings of directors or members
  • establishing the qualifications and duties of officers

This document also explains how you become or stop being a member in the nonprofit.

Where to find them

Like your letters patent, this document should be in your board orientation package or with the lawyers who helped you draft your bylaws.

If you have lost your bylaws, you will need to recreate them from an earlier version. To do this, go through all of your minute books to search for bylaw amendments. If that’s not possible, you may need legal advice.

Minute books

What they are

These are documents detailing each annual, special members, and board meeting. These might help you piece together any missing information.

Where to find them

Your current board secretary should be able to find your minute books.

Special resolutions

What they are

These documents are written records of important decisions, such as:

  • changes to the nonprofit’s letters patent
  • decisions to operate in another province

Where to find them

Your current board secretary should have a record of these decisions. If not, you should look through your minute books for this type of information.

Directors and officers register

What it is

This document is a list of all past and present directors, with details of when they were elected and when they retired or resigned.

Include who served as officers (for example, president/chair, secretary, treasurer, etc.) and when they served.

Where to find it

Your current board secretary should be able to find this document. If you don’t have registers of directors and officers, you should consult your minute books to reconstruct the information.

Director consent forms

You must also keep each director’s written letter saying they agree to take on the role of director.

Members register

What it is

This is a list of all of your members.

If you don’t have a list like this, you may think that you don’t have any members. However, all nonprofits have or had members.  The directors who signed the documents to incorporate your nonprofit are likely its original members.

Where to find it

Look at your bylaws to find out:

  • who can be a member
  • how a person or organization becomes or stops being a member

You can create or update your nonprofit’s list of members based on what your bylaws say. If you have different types of members, for example, regular, honorary, or youth, you need a separate list for each type.

If your nonprofit has no members you can ask the court to appoint members. You may need to talk to a lawyer.

Annual revenue for determining public benefit corporations

If you are a registered charity, you are automatically a public benefit corporation.

If you are not a charity, you should also look for:

  • a breakdown of all your sources of revenue
  • a record of all of the donations you received during the last fiscal year

This will help you determine whether you are a public benefit corporation.

This is important because public benefit corporations are required to follow different rules than non–public benefit corporations.

 

 

Reviewed: May 2014