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How to change bylaws

This page explains the steps you need to take to change your bylaws. It doesn’t explain the updates you need to make to your bylaws so that they comply with Ontario’s Not-for-profit Corporations Act (ONCA).

For more information on updating your bylaws so that they to comply with ONCA, see Step 5: Update bylaws.

You can choose anyone to draft the changes to your bylaws, including: 

  • your board of directors

  • a committee that may include the board directors, employees, members, or other stakeholders

  • a lawyer

It’s important that those updating your bylaws are familiar with:

  • ONCA and other laws that may apply to your nonprofit

  • charity law if your nonprofit is a charity or is considering becoming a charity

  • other laws that may apply to your specific nonprofit, for example, childcare organizations must also follow the Child Care and Early Years Act and other applicable laws

  • other organizations that may affect how your nonprofit is governed, for example, if your nonprofit is a chapter of a national organization

  • your nonprofit’s culture and practices, for example, if you allow virtual meetings

  • your nonprofit’s goals and plans, for example, if you want to grow membership

Selecting the right people to update your bylaws ensures that your bylaws:

  • are legal

  • support your nonprofit’s mission 

  • are more likely to be followed

The process of updating bylaws can be a good way for those involved to learn your nonprofit’s rules and the reason for updating them.

For help drafting bylaws, use our Bylaw Builder.

You have to look at your current bylaws as well as your articles to learn whether your board has this power to approve your updated bylaws.

Usually, both the board and the members have a role to play in approving changes to the bylaws. The Board may have to approve them first and then the members.

Sometimes, articles or bylaws say only members have the power to approve bylaw changes. In this case, the nonprofit’s members have to vote to approve the new bylaws at a members’ meeting.

If neither the articles nor the current bylaws say who has the power to approve changes to your bylaws, then the board has right to do so.

If your articles, bylaws, or board resolutions don’t say when changes to your bylaws take effect, then the bylaw changes take effect right after your board approves them. But they are in effect only until your members vote to approve them.

Your members can accept, reject, or make more changes to your bylaws. If the members reject the changes to the bylaws, then the changes are no longer in effect.

Members usually approve changes to bylaws by voting on a resolution at a members’ meeting.

You have to review the rights given to each class of members to know which members have the right to vote on the motion to confirm the bylaws. Usually, only voting members have this right.

Most bylaw changes can be passed by what’s called an ordinary resolution. An ordinary resolution is one that is passed when a majority of members vote in its favour. But there are some bylaw changes that can only be passed by special resolution. For instance, creating a new class of members requires a special resolution. A special resolution is one that needs a two-thirds majority of members voting at the meeting to be passed.

To learn more about how to hold a valid members’ meeting, visit Meetings.

Members can also confirm changes to the bylaws without holding a members’ meeting. They can do this by passing what’s called a written resolution. But, for a written resolution to pass, all members that would have the right to vote on it at a members’ meeting must agree or approve the written resolution.

The ONCA has specific rules about:

  • what documents or records a nonprofit must keep,
  • where those documents must be kept, and
  • who has the right to see them.

Once your updated bylaws have been approved, they must be filed with other important documents at your nonprofit’s headquarters. And your nonprofit has to make these documents available to any director or member who wants to see them.

Most nonprofits do not have to file their bylaws with the Ontario Ministry of Public and Business Service Delivery. But nonprofits in regulated sectors such as childcare or healthcare, may have to file their bylaws with their regulator.

Registered charities
Registered charities must file their bylaws with the Canada Revenue Agency.