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CLEO’s bylaw builder

CLEO’s bylaw builder helps nonprofits develop a set of bylaws that comply with Ontario’s Not-for-Profit Corporations Act (ONCA). The tool 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 for your nonprofit.

The Bylaw Builder is free to use and all text has been legally reviewed.

CAUTION:
This bylaw builder was designed to produce bylaws that will comply with a future law, Ontario’s Not-for-Profit Corporation Act (2010) (the “ONCA”). The Government has not yet announced when the ONCA will take effect, and the ONCA regulations and forms are not yet available.

This bylaw builder will NOT produce bylaws that comply with the current law, Ontario’s Corporations Act, and should not be used for that purpose. It is provided for information only, at the request of the funder.

Once you’ve completed the bylaw builder interview, you can save or print off your bylaws. New or amended bylaws must be approved by your board until they can be presented to your members at your next members’ meeting. Your members must approve the bylaws for them to take effect permanently. If they are not approved, then your previous rules will apply until three years after ONCA takes effect. After three years, the new rules will apply to you automatically no matter what it says in your bylaws.

If you are a charity, the Canada Revenue Agency (CRA) also has to review your bylaws to ensure you still qualify as a registered charity.  After your members have approved them, you have to send a copy of your bylaws to the CRA.

In future, you can use the bylaw builder for nonprofits incorporated under Ontario’s Corporations Act (ONCA). NOTE: this is a draft law and is not yet in force – this bylaw builder will NOT produce bylaws that comply with the current law, Ontario’s Corporations Act, and should not be used for that purpose. Most other nonprofits incorporated under other Ontario laws and statutes may also be able to use this bylaw builder: for example, a horticultural society or conservation authority incorporated under another act.

If you have questions about which law currently applies to your nonprofit, it’s best to speak with a lawyer. 

The bylaw builder does not apply to nonprofits incorporated under the Canada Not-for-Profit Corporations Act.  It also isn’t meant for nonprofits incorporated in other Canadian provinces or territories.

NOTE: The ONCA is a draft law and is not yet in force – this bylaw builder will NOT produce bylaws that comply with the current law, Ontario’s Corporations Act, and should not be used for that purpose.

It can take as little as 30 minutes to complete the bylaw builder. The time you take depends on how familiar you are with the ONCA. Know what is changing and what options it offers nonprofits. It also helps to know what your nonprofit wants.

Think about going through CLEO’s bylaw builder guide before using the bylaw builder. It 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.

It can take less time if you have all the information before you start. In particular, if you know what your nonprofit wants.

You can sign up to create an account or use the pathways as a guest. If you choose not to create an account, the system will time out after 4 hours. You must create an account if you want to save your work on the system.

All of the information that you enter into the pathways is confidential. CLEO will not give your personal information to anyone unless you ask us to do this. Read more in the Terms of Use and Privacy Policy.

This bylaw builder does not give you legal advice. For advice about your situation, talk to a lawyer.

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Reviewed: April 19, 2020