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Step 3: Gather important documents

You need to review your nonprofit’s governing documents to see if they need to be changed to comply with Ontario’s Not-for-Profit Corporations Act (ONCA). Your governing documents are your:

  • articles, which used to be called letters patent
  • bylaws, and
  • any amendments made to your articles and bylaws

If you can’t find any or all of these, you may be able to get information about your nonprofit from special resolutions and other documents like your minute books.

Here’s information that explains what these documents are, and where you’re likely to find them.

Letters patent and supplementary letters patent

What they are Where to find them
These are legal documents you get from the Ontario government after you incorporate. They contain information about your nonprofit, including its:

  • name,
  • purpose,
  • head office location, and
  • founding directors.

If your articles or letters patent changed later, the government gives you a supplementary letters patent.

Look for them in your original incorporation documents. You may find these in:

  • board orientation packages
  • with lawyers who helped you incorporate
  • grant applications

You can also ask the Ministry of Government and Consumer Services.

Note: The ONCA replaces the term “letters patent” with “articles of incorporation.”

Bylaws

What they are Where to find them
Bylaws are the rules that apply to your nonprofit, for example:

  • how to call a members’ meeting
  • who can be a board member
  • how do you become a member
  • how do you stop being a member
You may find your bylaws in:

  • board orientation packages
  • with lawyers who helped write your bylaws

If you can’t find your current bylaws but you had an earlier version of them, you may be able to recreate them.

To recreate them, find an earlier version. Then, go through all your minutes since that version was approved and look for bylaw amendments.

If you can’t find any version of your bylaws, you should consider seeking legal advice.

If you can’t find your articles, bylaws or any amendments to them, you may be able to get information about them from some of the following documents:

Minute books

What they are Where to find them
These are documents that have information on:

  • annual members meetings
  • special members meetings
  • board meetings

You may be able to put together missing information from minute books.

Ask your board secretary or the person on your board responsible for keeping files.

Special resolutions

What they are Where to find them
These are written records of important decisions, such as:

  • changes to your nonprofit’s articles or letters patent
  • to change your nonprofit’s name
  • to sell a large part of your property
If you don’t keep all these decisions in one place, then you have to go through all your meeting minutes to collect them.

Directors and officers registers

What they are Where to find them
This is a list of all past and present directors, and includes the following information:

  • when they were elected
  • when they retired or resigned
  • who served as officers, for example, president, chair, secretary, treasurer
  • when they served as officers
Ask your board secretary. If they don’t know you should go through:

  1. the minutes of each annual members meeting to see who was elected
  2. board meeting minutes to see who was elected an Officer and when they were replaced
  3. board meeting minutes to see if a board member was elected during the year

Director consent forms

What they are Where to find them
This is a letter each director has to sign that says they agree to take on the role of director. Ask your board secretary or the person responsible for keeping records.

Members registers

What they are Where to find them
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 members or had members. For example, the directors who signed the documents to incorporate your nonprofit are likely its original members. 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. It may also be helpful to look at minutes of directors’ and members’ meetings.

If you have different types of members, for example, regular, honorary, or youth, you need a separate list for each type of member.

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

Annual revenue

Why this matters What to look for
Your annual revenue helps you figure out if you’re a public benefit corporation. Knowing this is important because public benefit corporations must follow different rules.

If you’re a registered charity, you’re automatically a public benefit corporation.

If you’re not a charity, you should look for:

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

To figure out the changes you need to make see Step 4.

Reviewed: February 18, 2020