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Step 5: Update governing documents

You now have to decide on the best way for your nonprofit to create or update its bylaws to make sure they comply with the Ontario’s Not-for-Profit Corporations Act (ONCA).

If you don’t have a set of bylaws, you can write all your bylaws. Or, you can use other nonprofits’ bylaws as a guide and modify them for your nonprofit.

If you already have a set of bylaws and they need to be changed a lot, you will need to decide if it will be easier to write all your bylaws again instead of updating them.

You also have the option of not updating your documents. Existing nonprofits are not required to pass new bylaws to comply with ONCA.  If you don’t update your nonprofit’s bylaws by early 2023, your challenge will be figuring out which of your bylaws are valid and which no longer apply.

Just as you had to keep records of certain documents under Ontario’s Corporation Act, you must keep certain documents under ONCA.

Tools available

There are various tools available to help with the process of updating or creating your bylaws.  Even if you’re working with a lawyer, think about using these tools. They will help inform the discussions you have, and the decisions you make with your lawyer.

You may want to consider using more than one tool. Some complement each other. For example, if you decide to use CLEO’s bylaw builder, it’s best to go through the CLEO’s bylaw builder guide  first. Discussing the questions posed in the Guide and deciding what is best for your nonprofit, will help you answer and move through the Bylaw builder quicker.

All the tools listed below are created specifically for nonprofits incorporated in Ontario. All of them are free to use.

CLEO’s bylaw builder

This is an online tool that asks you questions, explains what your choices are and includes information to help you decide. Then, based on your answers, it generates a set of bylaws. The text in the tool has been legally reviewed.

This tool is best used by those who want to create a new set of bylaws.

CLEO’s bylaw builder guide

This document goes through the options you have when drafting your bylaws and discusses the pros and cons of each option. The practical information it contains may help you decide which option works best for your nonprofit. This tool is useful if you’re creating or updating a set of bylaws. It’s a good resource if you’re new to running a nonprofit. Even those with nonprofit experience may benefit from reading the sections that relate to the bylaws they need to update. A bylaws group could also go through the guide together. But this may need to be done over a few meetings.

Sample bylaws with options

This tool allows you to adapt the Ministry of Government and Consumer Service’s default bylaws to meet your nonprofit’s needs. The tool examines each section of the default bylaw and describes what language is mandatory and what is optional. This tool has a lot of flexibility in deciding what you want to include in your bylaws.

Adjusting your bylaws

If you have an existing set of bylaws and you only need to change them to comply ONCA, then this tool may be helpful. It goes through topics usually included in bylaws that comply with the Ontario’s Corporations Act (OCA), and shows you what ONCA requires for each topic. This tool is best used by those who want to update an existing set of bylaws because it allows them to keep most of what they have.

Reviewed: April 19, 2020