Draft Non-Profit Bylaws (Societies Act FAQs)
| This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Pacific Legal Education and Outreach Society (PLEO) in January 2024. |
Bylaws
What are bylaws?
Bylaws are the rules by which the non-profit operates. They contain rules about important matters such as meeting rules, borrowing money, elections, and director remuneration. Bylaws are the second foundational document the non-profit needs to submit to the registrar in order to incorporate.
What needs to be in the non-profit society’s bylaws?
At a minimum, these bylaws must contain rules regarding all of the matters listed in s. 11 of the Societies Act. Both the Schedule 1 (Model) Bylaws and the old Schedule B Bylaws fulfill the minimum requirements. Under s. 11, the minimum requirements for bylaws are:
- Membership:
- how members are admitted;
- any rights or obligations of membership;
- whether members can lose good standing and what causes a member to lose good standing;
- if there is more than one class of members, a description of each class and the respective rights and obligations.
- Directors:
- how directors are elected or appointed;
- the length or expiry of a director’s term (if the bylaws don’t address this, the default term is until the end of the next annual general meeting after the director’s election or appointment).
- General Meetings:
- quorum for general meetings, which is the minimum number of members required to conduct business (if the bylaws don’t address this, the default is 3 voting members);
- whether proxy voting is permitted;
- if electronic voting, voting by mail, or delegate voting is permitted, the rules for how that vote is conducted.
- Restrictions, if any, on the:
- activities of the non-profit;
- powers of the non-profit.
What can’t be in the non-profit society’s bylaws?
The non-profit’s bylaws can’t contain any rules that are in conflict with the Societies Act. Any bylaw in conflict with the Societies Act is invalid and has no effect.
As a best practice, policies that govern the day-to-day operations of a non-profit should not be in the bylaws.
Model Bylaws
Is there a set of generic bylaws the non-profit can use? Where can I find example bylaws?
The non-profit does not need to draft bylaws from scratch, although that is certainly an option.
There are two sets of model bylaws the non-profit can either adopt as is or modify to fit its needs. The first of these bylaws is the Schedule 1 Bylaws from the Societies Act. The second is the Schedule B Bylaws from the old act. Both sets of bylaws are in compliance with the Societies Act. A comparison of the two sets of bylaws is below.
Another common practice is to adopt or modify the bylaws of an existing non-profit with similar purposes. However, take extra caution as those bylaws may not be compliant with the Societies Act.
In either case, the bylaws should reflect the nature, character, and operation of the non-profit, its board, and members.
What are the Model Bylaws (Schedule 1)?
The Model Bylaws are provided as an example of a set of bylaws that a non-profit can adopt when it is incorporated.
Does the non-profit society have to use the model bylaws?
No, the non-profit does not have to use the model bylaws. While the non-profit may choose to adopt the model bylaws, they are provided only as an example. A non-profit’s bylaws ought to reflect the individual non-profit and relations amongst its members.
Schedule B Bylaws
Are the old Schedule B Bylaws compliant with the Societies Act?
Yes, the old Schedule B bylaws are compliant with the Societies Act. The Schedule B Bylaws are the model bylaws that were attached to the previous Society Act. Many non-profits adopted a version of these bylaws. If your non-profit has been using the Schedule B Bylaws and they have been working for you, it is likely that you will not have to change your bylaws. The non-profit may want to do some minor housekeeping and updating.
The Schedule B Bylaws can be found at BC Registry Services.
Major Differences Between Schedule 1 and Schedule B Bylaws
| Schedule 1 Bylaws | Schedule B Bylaws | Societies Act |
|---|---|---|
| Annual membership dues, if any, are determined by the board | Annual membership dues are determined at the annual general meeting | Not required |
| A member is not in good standing if they failed to pay membership fees; A member not in good standing ceases to be a member after six months | All members are in good standing except those with unpaid membership fees; A member not in good standing ceases to be a member after 12 months | Good standing is not defined |
| A member not in good standing may not vote in a general meeting | Silent | Good standing is not defined |
| Silent | Rules and procedures for the expulsion of members | Set out in act |
| Silent | Rules about when the first annual general meeting must take place | Set out in act |
| Quorum for a general meeting is three members of 10% of all members, whichever is greater | Quorum for a general meeting is three members, or more if determined at a general meeting | Quorum is three members, unless bylaws provide for a higher threshold |
| Any member may be appointed to be the chair. Rules about who becomes the chair if none is appointed are similar to the old restrictions | Restrictions on who may chair a meeting, with the president or vice-president being the default | Silent |
| A notice of a general meeting must state the nature of any special business in sufficient detail to permit a member to form a reasoned judgement concerning that business | Silent | Set out in act |
| If a meeting is adjourned for more than 10 days, notice of the adjourned meeting must be given; If a meeting is adjourned for more than 30 days. notice of the adjourned meeting must be given | If a meeting is adjourned for more than 10 days, notice of the adjourned meeting must be given | Set out in act |
| Voting must be by a show of hands, an oral vote, or another method that adequately discloses the intention of the voting members; the chair or two voting members may request voting by secret ballot | Voting is by a show of hands | Set out in act |
| The non-profit must have no fewer than 3 and no more than 11 directors | There must be five or more directors or the number of directors may be determined at a general meeting | Minimum is three; no maximum |
| Silent | If a director ceases to hold office, directors must appoint a member to take their place | Set out in act |
| If a secretary is absent from a meeting, another individual must be appointed to act as secretary in that meeting; the treasurer can make arrangements for other people to conduct their duties (e.g. a bookkeeper) | Rules concerning duties of officers are largely the same, but some difference noted to the left | Duties set out in act |
| Any director, other than the president, can hold more than one officer role | Rules restricting a single individual from filling multiple officer roles | As set out in act |
| Silent | Debentures cannot be issued without authorization of special resolution | No longer required by the act |
| Silent | Members may, by special resolution, restrict borrowing powers of directors until the next annual general meeting | Act no longer sets limits |
| Contracts signed by the non-profit must be signed by the president and one other director; If the president is unable to provide a signature, contracts must be signed by the vice-president and another director; If both the president and vice-president are unable to provide a signature, contracts must be signed by any two other directors or by one or more individuals authorized by the board to sign contracts on behalf of the non-profit | Example | Not required in act |
| Silent | Rules concerning auditors under the act | act sets out rules |
As you can see, the Schedule B Bylaws are more detailed than the Model Bylaws. Furthermore, the Model Bylaws contain certain things not required by the Societies Act. Thus, non-profits planning to use the Model Bylaws should read them carefully first and customize them to fit the non-profit's needs, rather than simply adopting them.
Custom Bylaws
Can the non-profit create its own custom bylaws?
Yes, as long as the non-profit’s bylaws cover the minimum requirements and are not in conflict with the Societies Act.
Hybrid (Modified Model Bylaws)
Can the non-profit adopt a modified version of the Model Bylaws?
Yes, the non-profit can alter the Model Bylaws to meet its needs, as long as the modifications are not in conflict with the Societies Act. Some modifications to the Model Bylaws a non-profit might want to consider include:
- Allowing for members’ meetings to be held electronically;
- Restricting access to s. 20(2) records (board minutes and accounting records).
Some modifications a non-profit might want to consider for Schedule B bylaws:
- Allowing for emailing the notice of a members’ meeting (AGM/SGM);
- Removing the debentures limitation;
- Clarifying how officers are appointed;
- Removing seal provisions (non-profits do not need to have a seal under the Societies Act).
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