governing documents: · pdf filecontents 3.1 why are constitutional documents important to...

Contents

3.1 Why are Constitutional Documents Important to Charities? What is a constitution? What are constitutional documents?What is incorporation?

3.2 Description and Samples of Constitutional DocumentsTable: Statutes and constitutional documents • Letters patent • Articles of incorporation or application for incorporation • Bylaws, or articles of associationWhat are bylaws or articles of association? Samples Amending the bylawsMore advanced info: Key provisions of your constitution Worksheet: How to tell if your constitution has been amended

3.3 Governing Statutes

3.4 Where to Find More Information on Constitutional Documents

3.5 A Place to File Your Constitutional DocumentsLetters patentArticles of incorporation or application for incorporationKey provisions (of bylaws or articles of association)Bylaws or articles of associationGoverning statutes

Governing Documents: Constitution

1 Overview

2 Administrative Info

3 Constitution

4 Charitable Status

5 Minutes

6 Policies & Procedures

7 Financial Documents

8 Annual Returns

9 Official Tax Receipts

10 Operational Info

Resources

Adapted by Mennonite Church Eastern Canada (Version 01 2011) © 2010 Legal Resource Centre, Edmonton, AB

Governing Documents: Constitution

3.1 Why are Constitutional Documents Important to Charities?

Importance of Constitution

Description and Sample Docs Governing Statutes More Information Your Documents

From www.charitycentral.ca/

site/?q=node/457

3.1 – 1

Key info

From www.charitycentral.ca/site/?q=node/455

A charity should keep adequate books and records, • in either English or French• at a Canadian address it has on file with CRA,

so that CRA can verify official donation receipts issued, as well as income and expenditures.

From www.charitycentral.ca/site/?q=node/456

The Income Tax Act includes a long list of items in its definition of “books and records,” including governing documents. Your constitution and bylaws are part of your governing documents. (See Sections 4, 5, and 6 for more info on governing documents.)

What this means for youYou must keep a copy of your constitution and bylaws in a safe and easily accessible place. Information follows on how to find your documents. File a copy here in Church Office in a Box.

ii

Section 230 of the Income Tax Act says that a charity must keep three kinds of books and records: n information to enable determination of whether there are grounds for revocation of

your status under the Act (that is, your compliance with the Act)n duplicates of donation receiptsn suchotherinformationtoallowverificationof donationsforwhichadeductionor

tax credit is available.

Within these three categories, it is up to you to decide which books and records to keep. As a general rule, it is better to keep more records than fewer.

Revocation:To lose one’s charitable

status!

In other words, you must be able to prove to CRA that your church is doing what you claim!

© 2010 Legal Resource Centre, Edmonton, AB

Version 01 2010 Adapted by Mennonite Church Eastern Canada (Version 01 2011)

www.charitycentral.ca/site/?q=node/457



http://www.charitycentral.ca/site/?q=node/455

http://www.charitycentral.ca/site/?q=node/456

Governing Documents – Constitution

Important to note

Your constitutional documents are the documents that established your church. These documents are necessary in legally creating an organization.

Once an organization has been created, constitutional documents have to be kept up-to-date andfiledwiththeprovincialorfederalregulatorybody. In Quebec, charities issuing donations receipts must be registered as a charity in Quebec byRevenu Quebec, as well as be registered with the CRA. Once registered in Quebec, thereare particular reporting requirements that are in addition to those of the CRA. For moreinformation, visit: www.revenu.gouv.qc.ca/en/entreprise/impot/organismes.

What the CRA says… Maintaining the charity’s status as a legal entity

Many charities, including churches, are constituted as corporations. A registered charity thatis constituted as a federal, provincial, or territorial corporation must meet other specificrequirements(inadditionto the requirements of the CRA) in order to maintain its status asalegalentity.Insomejurisdictions, trusts that are charities are also subject to reportingrequirements.Failureto maintain its status as a legal entity could result in the revocationof a church's registration as a charity.

HasthecharitycheckedwiththerelevantauthoritiessuchasIndustryCanadaortheprovincialorterritorialregistrartoverifythefollowingrequirements?n Governing documents (constitution, letters patent, and so on). n Changes to the charity’s name, list of directors, bylaws, and related information, must

be recorded with the relevant authorities in addition to the Charities Directorate of the CRA.

The usual books and records held and maintained by registered charities include constitution and bylaws – which form part of your governing documents

Key infoRemember that if your church is incorporated, you have at least two filing requirements:

a) to maintain your legal status as a corporate entity, andb) to maintain your registered charitable status.

ii

3.1 – 2





http://www.revenu.gouv.qc.ca/en/entreprise/impot/organismes/

Governing Documents – Constitution 3.1 – 3

What is a constitution? What are constitutional documents?

Constitutions are the core documents of an entity and rarely change over time. They have different forms and titles depending on the statute that governs them. Usually, they include at least three documents:n acertificateof incorporationorletterspatentstatingthattheorganizationis

incorporatedn an application for incorporationn bylaws (or articles of association).

Thefollowingtableshowsthemainstatutesusedtoincorporatechurches in Ontario, Quebec and New Brunswick, and the names of the documents that form the constitution.

What is incorporation?

Incorporationistheprocessbywhichanorganizationgetsitslegalstatus.Theproceduresfor incorporating differ from statute to statute and province to province.

However,generallyspeaking,anorganizationisrequiredtohaven a document containing its general objects which state the organization’s goals and

objectives, andn bylaws which cover matters such as who will be allowed to become a member and

how decisions will be made.

Adapted from Legal and Ethical Duties of

Directors of Not-for-Profit Organizations: Organizing Your Corporate Documents

by Lois Gander (2009),





These documents are the church's constitution and must be filed with either a provincialor federal corporate registry.

Jurisdiction Statute Constitutional DocumentsOntario Corporations Act

R.S.O.1990 c. C.38• Letters Patent of Incorporation• Application for Incorpation• Bylaws

Quebec Religious Corporations ActR.S.Q., c. C-71

• same as above

New Brunswick Companies Act R.S.N.B. 1973, c. C-13

• same as above

Federal (Canada)

Canada Corporations Act R.S.C. 1970, c. 32 (Part II)

• same as above


3.2 Description and Samples of Constitutional Documents

Weurgeyoutofileacopyof yourchurch’sconstitutionaldocumentsinthefolderat theend of this section. The following information will help you to identify your documents.

Letters patent

The letters patent announces to the rest of the world that your church exists. These are the formal letters from the incorporating government that indicate that the organizationis now incorporated.

3.2 – 1

Sample from Legal and Ethical Duties of Directors of Not-

for-Profit Organizations: Organizing Your Corporate Documents by Lois Gander (2009), p.41-43.



Sample: Federal Canada Corporations Act Letter Patent



The name of the corporate registry differs by province. In Quebec, it is called the EnterpriseRegistrar. In New Brunswick, it is the Corporate Registry. In Ontario, it is the Companiesand Personal Property Security Branch of the Ministry of Government Services. Once your church has been approved for incorporation, the registry will issue letters patent.A copy of your church's application, and the subsequent Letter Patent are both consideredpart of your church's incorporating documents and are proof that your church has beenproperly incorporated.


Sample: New Brunswick Companies Act – Application for Incorporation

3.2 – 2





Articles of Incorporation or application for incorporation

The Application for Incorporation deals primarily with the organization's objects. Thisis extremely important because the objects of an organization limit what the organizationhas the legal capacity to do.

Refer to section 4 for more info on Objects

Sample: OntarioCorporations Act - Application for Incorporationof a Corporation withoutShare Capital, Form 2

Sample fromService Ontario website

www.ontario.ca/en/business/STEL02_163197.html

Sample from Service New Brunswickwebsite

https://www.pxw1.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0007B.pdf, page 5

http://www.ontario.ca/en/business/STEL02_163197.html

https://www.pxw1.snb.ca/snb7001/b/1000/CSS-FOL-SNB-45-0007B.pdf


Version 01 2010

Sample: Quebec Religious Corporations Act – Application for Constitution as a Religious Corporation

3.2 – 3

If you do not already have a copy of these documents, you should obtain one! To geta copy, access the corporate registy in your province or the federal CorporateRegistry. See Chapter 2, pages 2.1-1 and 2.1-2 for web addresses. Fees may apply.




Adapted by Mennonite Church Eastern Canada (Version 01 2011)

Sample from RevenuQuebec website

www.registreentreprises.gouv.qc.ca/documents/formulaires/re-304(2010-10)d8.pdf

http://www.registreentreprises.gouv.qc.ca/documents/formulaires/re-304(2010-10)d8.pdf


Bylaws, or articles of association

What are bylaws (or articles of association)?

Bylaws (or articles of association) are:n therulesandguidelinesthatformallydefineyourchurch’sgovernance

arrangements.

Governance policies, if your church uses them, are also rules and guidelines that formally defineyourcongregation’sgovernance.

3.2 – 4

From Understanding Your Corporate

Documents by Lois Gander (2010), p.21

Refer to section 6 for all info on policies

“Governance” relates to decisions that define expectations, grant power, or verify performance. It is the means by which the board of directors guides and monitors the values and goals of its organization

Bylaw• provides overall framework to govern affairs of organization • does not deal with day-to-day operations

Thestatuteunderwhichyourchurchwasincorporatedmayrequireyourcongregationto have bylaws. The bylaws or articles of association tell your members how your church will be managed and how decisions will be made.

Here is a list of the major items that typically appears in bylaws:n who can be a member of your church and under what conditions, how you

become a member, what conditions are associated with membership, terminationn how many directors can be on your church council and how they will be chosenn whatofficersyourchurchwillhaveandhowtheyarechosen(election,term,

duties, resignation, and removal)n how your church will call meetingsn howmanypeoplemustbepresentatmeetingstodobusiness(quorum)n voting rights of membersn who will have custody of the corporate seal and who is allowed to use it to certify

your organization’s documentsn how bylaws can be changedn whethercertainkindsof decisionsrequirespeciallevelsof approvalorconsentn providing an indemnity for the directors n a dissolution cause, stating that upon dissolution, the property of the charity will be

distributedtooneormorequalifieddonees.

“Indemnity” means protection against future loss






And also…

n standing committees of the church council/board n how minutes are kept; books and records generally n fiscalyearof thechurchn audit

3.2 – 5

What you need to know

Importance of Constitution About Documents More Information Your Documents

Institute on Governance http://iog.ca/boardgovernance/

html/byl_byl.html





The above guidelines are applicable to a congregation in any province. In addition, there ismaterial in Ontario, Quebec and New Brunswick that churches may want to review. OntarioStarting an Organization, Ontario Ministry of Agriculture, Farming and Rural Affairs factsheet by Nancy Ross (March 1997)www.omafra.gov.on.ca/english/rural/facts/88-017.htm QuebecBook of the Corporation Guide, Quebec Council of Christian Charities (publication dateunknown). Fees may apply.www.cqoc.org/en/store/book_cg.htm New BrunswickThe Welcome Aboard Handbook, Public Legal Education and Information Service New Brunswick(publication date unknown)www.legal-info-legale.nb.ca/en/index.php?page=welcome_aboard_handbook Additional resources especially for churches Whether a charity is a church or a secular, non-profit organization, there is a need for aconstitution, up-to-date bylaws and attention to good processes for running the organizationWithout this organizational foundation, the church will have difficulty managing over time. Secular resources are as useful to churches as any other charity when it comes to writing yourconstitutional documents. However, churches do use different language, and expressdifferent values than secular organizations might. To this end, it is helpful for churchleadership to also read material geared specifically to the congregational context. The book, Governance and Ministry: Rethinking Board Leadership by Dan Hotchkiss (AlbanInstitute, 2009) is available to borrow from both the Mennonite Church Eastern CanadaResource Centre, and the Mennonite Church Canada Resource Centre. www.mennonitechurch.ca/resourcecentre/ResourceView/2/11868 Additional resources about church governance are also available and worth checking out. www.mennonitechurch.ca/resourcecentre/Browse/1163

http://www.omafra.gov.on.ca/english/rural/facts/88-017.htm

http://www.cqoc.org/en/store/book_cg.htm

http://www.legal-info-legale.nb.ca/en/index.php?page=welcome_aboard_handbook

http://www.mennonitechurch.ca/resourcecentre/ResourceView/2/11868

http://www.mennonitechurch.ca/resourcecentre/Browse/1163

Governing Documents – Constitution 3.2 – 6





Samples of bylaws (or articles of association) From Understanding Your Corporate

Documents by Lois Gander (2010). p. 22-24.

Samples from Legal and Ethical Duties of Directors of Not-for-Profit Organizations: Organizing Your Corporate Documents by Lois Gander (2009), p.41-43


More samples of bylaws

The sample on the following pages show the bylaws for a fictional Mennonite congregation inOntario.

3.2 – 7

Important to note: Tailoring to your needs

On the whole, bylaws will differ from congregation to congregation. They need to be tailored tothespecificneedsof yourownchurch.Theinformationfollowingisnotintendedtobebe copied verbatim for your church. We recommend that your charity draft its own set ofbylaws!

Important to note: How to end

There are two critical elements that charities need to add to their bylaws: dissolution and wind-up provisions. These include:n That the assets of a charity cannot be distributed to its members at any time,

including upon dissolution; andn That upon wind-up or dissolution, all remaining assets after the payment of debts

willbedistributedtooneormorequalifieddonees(thatis,otherregisteredcharities,orcertainotherentitiesspecifiedundertheIncome Tax Act).

The issue of the distribution of assets upon dissolution or winding up of an organization has become increasingly complex. Legal advice should be sought.





CRA Summary Policy – Dissolution Clause (Reference Number: CSP–D15)

Under the Income Tax Act, a registered charity can only transfer its remaining assets to a qualified donee upon its dissolution. Therefore, a registered charity’s governing documents should include a clause to the effect that upon winding up or dissolution, all its remaining assets after payment of its debts must be distributed to one or more qualified donees.

However, where a Notice of Intention to Revoke a Charity’s Registration (Form T2051A) has been issued, a registered charity can only transfer assets to another eligible entity during the winding-up period.

See Glossary for “qualified donee”.

From CRA website: www.cra-arc.gc.ca/

chrts-gvng/chrts/plcy/csp/csp-d15-eng.html

http://www.cra-arc.gc.ca/chrts-gvng/chrts/plcy/csp/csp-d15-eng.html



1

A Set of Bylaws: A Sample The following is a sample of bylaws for a fictional Mennonite church in Ontario. Every congregation must write bylaws to fit its own needs and circumstances. In addition to the following sample, it is worth reviewing the constitutions and bylaws of other congregations to help your church prepare its own.

XYZ Mennonite Church BYLAWS

Article I — Preamble 1.1 The Church

The name of the Church is XYZ Mennonite Church, which may also be known as XYZ, or the Church.

1.2 The Bylaws

The following articles set forth Bylaws of XYZ Mennonite Church. Article 2 — Defining and Interpreting the Bylaws 2.1 Definitions

In these Bylaws, the following words have these meanings.

2.1.1 Act means the Corporations Act, R.S.O. 1990, chapter C.28 as amended, or any statue substituted for it.

2.1.2 Annual General Meeting means the annual general meeting described in Article 5.1

2.1.3 Church Council means the Board of Directors for this XYZ Mennonite Church.

2.1.4 Bylaws means the Bylaws of this Church as amended.

2.1.5 Council member means any person elected to the Church Council. This includes the Chairperson and the immediate Past Chairperson.

2.1.6 Congregational Meeting means any meeting called by the Church Council to be attended by anyone involved in the Church.

2.1.7 Member means a member of XYZ Mennonite Church.

2.1.8 Adherent means a person who is actively involved at XYZ Mennonite Church but is not a member.

2.1.9 Membership list means the list maintained by the church secretary containing the names of all members of XYZ Mennonite Church.

2.2 Interpretation

2.2.1 Liberal interpretation: these Bylaws must be interpreted broadly and generously. Article 3 — Objects of the Church 3.1 The objects of the church are detailed inthe Constitution (rev. 20xx).

Article 4 — Membership 4.1 Any person may become a member of the Church who is baptized in faith and who assumes the rights and responsibilities expressed in the Church’s constitution and bylaws.

4.2 Persons are received into membership after undergoing a process of discernment and education: by baptism upon confession of faith; by letter of recommendation and transfer of

membership from another Mennonite congregation or other Christian congregation

upon confession of faith having been previously baptized.

4.2 Associate membership will be given to those persons who wish to maintain their membership with another congregation while being active in XYZ Mennonite Church. Associate members assume all the rights and responsibilities associated with church membership.

4.3 The membership of a member may be terminated at a congregational meeting after a

2

discernment process by the congregation has determined that the member no longer supports the mission of the congregation. Article 5 — Meetings of the Church 5.1 The Annual General Meeting

5.1.1 The Church holds its Annual General Meeting no later than February 15 of each calendar year. The Church Council sets the date and time of the meeting.

5.1.2 Notice of the meeting, along with the agenda and any motions that will require a decision must be published at least two Sundays prior to the meeting. Notice and agenda may be published in print and distributed with the bulletin during worship, and through the regular email announcements sent by the church office.

5.1.3 Agenda for the meeting

The Annual General Meeting includes review and acceptance of the annual financial

report; review and acceptance of the Spending Plan; amendments to the constitution or bylaws; a report from Council and approval of the

actions of the Church Council for the previous year;

elections of church council and committee members

any other matters of concern relating to the congregation presented by the Church Council or members

5.1.4 Quorum

Attendance by one-third of the members at the Annual General Meeting is a quorum. If quorum is not reached, another meeting will be called in 14 days and the persons in attendance at the second meeting will be quorum for that meeting. 5.2 Congregational Meetings

5.2.1 The Church Council may call congregational meetings at any time to deal with matters before the church. The procedure for calling a congregational meeting is the same as for that of the Annual General Meeting, described in 5.1.2.

5.3 Proceedings at Annual General or Congregational Meetings

5.3.1 Attendance

Congregational Meetings are open to members and adherents. A majority of Members present may ask any persons who are not Members to leave.

5.3.2 Presiding Officer

The Chairperson chairs every congregational meeting. The Vice-Chairperson chairs in the absence of the Chairperson. If neither the Chairperson nor the Vice-Chairperson is present within one-half hour after the set time for the Congregational Meeting, the Members present choose one of the Members to chair.

5.3.3 Voting

5.3.3.1 Every member has a vote.

5.3.3.2 Adherents may vote on all matters except changes to the constitution, the calling of pastors or the dissolution of the church. In voting to call or dismiss a pastor, the resolution requires an affirmative vote by two-thirds (67%) of members voting.

5.3.3.3 All votes shall be by show of hands unless a member requests a secret ballot.

5.3.3.4 The Chairperson shall determine the result of votes made by a show of hands, including whether sufficient votes were cast to affirm the issue.

5.3.3.5 The result of a secret ballot vote shall be determined by dividing the number of affirmative votes by the number of total votes cast. Spoiled ballots shall be included in the total cast. The Chairperson shall determine whether the motion was affirmed. Article 6 — Governance of the Church 6.1 The Church Council

6.1.1 Mandate and Duties

The mandate and duties of Church Council are

3

to oversee the work and well-being of the Church;

to ensure that the Church is appropriately represented in the Area and National Churches of which the Church is a member, and that the Church fulfills the obligations inherent in such membership;

to aid the Pastor(s) in ensuring that the well being of the Church is maintained;

to appoint with the assistance of the Nominations Committee such individuals and/or committees as it may deem necessary to advance the work of the Church.

6.1.2 Composition of the Church Council

The Council consists of: a) the Chairperson b) the Vice-Chairperson c) the Past-Chairperson d) the Treasurer e) the Secretary f) four (4) members elected to head each of

the four (4) Standing Committees g) the pastor(s), as ex officio members

6.1.3 Election of the Church Council and Chairperson

6.1.3.1 At the Annual General Meeting, a Vice-Chairperson is elected to a three year term, in which the first year is served as Vice-Chairperson; the second as Chairperson and the third year as Past Chairperson. The Treasurer and Secretary are also elected for three year terms, while the heads of Standing Committees are elected to two year terms. To avoid having the terms of Treasurer and Secretary end in the same year, the Secretary position may first be filled for a one- or two-year term. Similarly, the Standing Committee leaders’ terms should be staggered to have two positions end in one year, and two in the next.

6.1.3.2 If there is a vacancy on Church Council, the remaining Council members may appoint a Member to fill the vacancy for the remainder of the term. This does not apply to the position of Past Chairperson. This position remains vacant until the next AGM.

6.1.4 Meetings of Church Council

Church council meets 11 times per year, usually on the first Thursday of every month except July.

6.1.4.2 The Chairperson calls the meetings. Extra meetings may be held if deemed necessary.

6.1.4.3 The agenda of the meeting will be circulated one week in advance. Any proposal to be tabled by a Director needs to be circulated with the agenda.

6.1.4.4 Quorum for the Church Council shall be sixty percent (60%) of members.

6.1.4.5 The Church Council shall make decisions via a clear discernment process, where the Chairperson of the meeting will seek to obtain a representation of all views on a matter before the Chairperson and an appointed listener determine that the matter will be decided by a vote. In the absence of dissenting views the Chairperson may declare an issue carried without a vote. Voting requirements are one half plus one (50% + 1) needed to pass.

6.1.4.6 Meetings of Church Council are open to observation by any member or adherent of the Church. Observers are only permitted to participate in a discussion when invited to do so by the Council. Only Directors may vote. A majority of Directors present may ask an observer, or any other person present, to leave.

6.1.4.7 A meeting of the Church Council may be held by a conference call. Directors who participate in this call are considered present for the meeting.

6.1.4.8 Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Church Council.

6.2 Officers

6.2.1 The Officers of the Church are the Chairperson, the Vice Chairperson, the Treasurer and the Secretary.

6.3 Duties of Church Council Members

6.3.1 The Chairperson shall:

4

call and preside at all congregational and Church Council meetings;

along with the Board Secretary and Lead Pastor conduct all correspondence relating to Church interests;

be an ex-officio member of all committees.

6.3.2 The Past Chairperson shall:

provide continuity to the Church Council; be a resource person to the Church

Council; chair the Nominations Committee

6.3.3 The Vice-Chairperson shall:

fulfill the role of Chairperson when the Chairperson is absent;

be the liaison between the Church Council and the Task Forces and Representatives appointed by the Church Council unless determined otherwise;

be an ex-officio member of all committees.

6.3.4 The Treasurer shall:

keep an exact record of the contributions and receipts of gifts to the Church and deposit the monies so received in the Church bank account;

make disbursements of all financial obligations and contributions upon order of the Chairperson;

report to the Church as often as required all receipts, disbursements and outstanding obligations;

prepare a financial statement for the annual congregational meeting;

prepare a Spending Plan for consideration at the A GM to i nclude salary recommendations for all staff.

6.3.5 The Board Secretary shall: keep an exact record of the minutes of

Church Council and congregational meetings;

be responsible for Church Council correspondence;

keep a record of all policies adopted by the Church Council or the

congregation and provide copies to incoming board members and the church secretary.

6.3.6 The Coordinators of the Standing

Committees shall: be responsible for convening the

committee meetings; ensure minutes are duly recorded and

maintained work with the Pastor(s) and Church

Council to implement the plans of the committees.

6.4 Standing Committees

The Standing Committees are (as of 20xx): a. Worship Committee This Committee shall be responsible for

planning and implementing meaningful worship services designed to honour God and meet the various spiritual needs of the congregation.

b. Christian Education Committee This Committee shall be responsible for the

spiritual formation program of the Church, including adult education, Sunday School and special education events.

d. Property Committee This Committee shall be responsible for the

proper care and management of the Church property.

e. Missions Committee This Committee shall be responsible for

presenting a vision for mission and for overseeing the various service activities within the Church and related organizations.

f. Nominations Committee This Committee shall be responsible for

maintaining an inventory of member/adherent gifts and interests, and discern persons to the Church Council, Standing Committees, Special Ministries and assist with other appointments. The Past Chairperson shall be the coordinator of this committee.

6.4.1 Members of the Standing Committees shall be discerned by the Nominations Committee and presented for approval at a congregational meeting. Members shall serve two-year terms. Members of Standing

5

Committees (except the Nominations Committee) may be Church members or adherents. Members of the Nominations Committee must be Church members.

6.4.2. The maximum term of service for an individual in the same position on the Church Council or a Standing Committee is six years.

6.5 Task Forces, Ad Hoc Committees and Other Positions

6.5.1 The Church Council shall appoint members of task forces or ad hoc committees. Members of Task Forces may be Church members or adherents.

6.5.2 Nominations Committee shall discern and the Church Council shall appoint Church members or adherents to other positions that may arise. These persons shall serve for a two-year term.

Article 7 — Amending the Bylaws 7.1 These Bylaws may be cancelled, altered or added to by a Special Resolution at any

Congregational Meeting of the Church.

7.2 Details of proposed resolutions to change the Bylaws must be included when notice is given and agenda circulated for the Congregational Meeting at which the resolution is to be discussed.

7.3 The amended bylaws take effect after approval of the Special Resolution at the Congregational Meeting.

Article 8 — Distributing the Assets and Dissolving the Church 8.1 The congregation may be dissolved by a vote of two-thirds (67%) majority of the congregation at a duly constituted congregational meeting.

8.2 Upon dissolution, any funds or assets remaining after paying all debts are to be donated to Mennonite Church Eastern Canada, or other qualified donee related to Mennonite Church Eastern Canada and holding similar charitable objects, as decided by the membership.

These Bylaws were passed by the members at the congregational meeting held February 5, 2004, and

revised _________________ , 20xx.

Name Signature

Chairperson _________________________________ ____________________________

Vice Chairperson _________________________________ _____________________________

Secretary _________________________________ _____________________________

Treasurer _________________________________ _____________________________

Date: _________________________________


Amending the bylaws (or articles of association):

Your bylaws must state the procedure for amending the bylaws of your congregation. Somestatutes give corporations more flexibility in how they change their bylaws. However, typicallywhere a bylaw change impacts membership criteria, or how the corporation is governnedor constituted, special notice and a super majority are required. All bylaw changes must meetthe legal requirements of the act under which your church is governed.

Refer, as well, to the Charity Central document following for more information on how tomake changes to bylaws of federally incorporated churches.

3.2 – 13

It is a good practice to consolidate bylaws and their amendments into one document. Put the consolidated date into a “header” or “footer” on the page. It might look like this:

#6.3.3 The Secretary (Amended June 5, 2009)• Attends all meetings of the Society, the Board, and the Executive Committee;• Keeps accurate minutes of these meetings;• Has charge of the Board’s correspondence;• Makes sure a record of names and addresses of all Members of the society is kept;• Makes sure all notices of the various meetings are sent;• Makes sure annual fees are collected and deposited;• Keeps the Seal of the Society;• Files the annual return, changes in the directors of the organization, amendments in

the bylaws, and other incorporating documents with the Corporate Registry; and• Carries out other duties assigned by the Board.

ABC Society Bylaws - p.8 - July 1, 2009 Consolidation





In Ontario, you must apply for Supplementary Letters Patent to change the corporate name,objects, number of directors or location of registered office. A special resolution is required tochange the fixed number of directors, or to change the location. Special resolutions must beconfirmed by a 2/3 majority vote of members at a meeting called for that purpose. Notice of such special resolution must be filed with the Companies Branch (no fee) within 14 days afterthe resolution has been passed. Use the Form 1, Initial Return/Notice of Change to apply. In Quebec, you must apply for Supplementary Letters Patent to change the corporate name,number of directors or location of registered office. Changes must be approved by at least 2/3of the members present at a special meeting convened for that purpose. When a name changeis proposed, the application must be accompanied by a name search report. Use Form RE-502,Application for Supplementary Letters Patent. In New Brunswick, if there is a change of directors or location of registered office,Corporate Registry must be notified within 15 days of the effective date of change. Use Form47, Notice of Change of Directors, or Form 46, Notice of Change of Head Office.

FromService Ontario www.ontario.ca/en/business/STEL02_163197.html

From Registraire desentreprises Quebec www.egistreentreprises.gouv.qc.ca/en/formulaires/liste_formulaires.aspx

FromService New Brunswick www.pxw1.snb.ca/snb7001/e/2000/2500e_1.asp

http://www.ontario.ca/en/business/STEL02_163197.html

http://www.registreentreprises.gouv.qc.ca/en/formulaires/liste_formulaires.aspx

https://www.pxw1.snb.ca/snb7001/e/2000/2500e_1.asp

www.charitycentral.ca © Legal Resource Centre 2010

Fast Facts

Bylaw ChangesFederal Requirements

Filing Bylaw Changes with the Canada Revenue Agency Charities Directorate

When a registered charity amends its bylaws, in accordance with provincial requirements, it must provide a copy of the changes to the Charities Directorate. A copy of the amendment or special resolution must bear the seal, stamp or signature of the appropriate government authority.

For more information see:www.cra-arc.gc.ca/chrts-gvng/chrts/prtng/chngs/bylws-eng.html

Important Note: If a registered charity is contemplating a change to its purposes or activities it should consult with the Charities Directorate before making any changes. If a charity introduces purposes that do not qualify as charitable, it may place its registered status in jeopardy.

The charity should provide both its proposed purpose(s) and a detailed statement of activities for the Directorate’s review. The statement of activities should describe in detail how the charity intends to accomplish its new purpose(s).

For more information on making changes see: www.cra-arc.gc.ca/chrts-gvng/chrts/prtng/chngs/menu-eng.html

Mail or fax the documentation to:

Charities DirectorateCanada Revenue AgencyOttawa, ON K1A 0L5

Fax: 613-954-8037Ph: Toll Free 1-800-267-2384 1-888-892-5667 (bilingual)

E: [email protected] of this fact sheet has been made possible by a financial contribution from the Canada Revenue Agency.


More advanced information on bylaws

Instructions for gathering a summary of key provisions of your bylaws

Theworksheeton 3.2-17 guidesyouinfindingspecificprovisionsof yourconstitutionthatare important in running your organization. This will help you to create a reference page so that youcanquicklylocatethemostimportantclausesinyourbylaws.

Read through your bylaws. Usethefollowingguidetohelpyougothroughyourconstitutionandfindthekey

provisions. Record the numbers from your bylaw clauses in the appropriate space on the Key

Provisions of the Bylaws Reference Chart, following.If youcan’tfindanswerstosomeof thesequestions,rereadyourgoverningstatute.

Some items may be covered by it. PlacetheKey Provisions Reference ChartinyourChurch OfficeinaBox,atthefrontof your

bylaws, so it is handy when you need it.

From Understanding Your Corporate Documents by

Lois Gander (2010), p.22.

3.2 – 15






Guide to key provisions of your constitution

Note that if your constitution does not deal with one or more of these issues, it may be because the matter is covered in the statute under which your organization is constituted. Also, many statutes contain default provisions for corporations that do not address key issues in their bylaws.

Topic Information pertaining to the topic

Membership What qualifications does someone have to have to be a member? Who sets the criteria for membership? Do your bylaws define different categories of membership? What rights and obligations does each category have? How may members become disqualified or expelled from the organization?

Membership terms, for example, are there fees? Does membership lapse every year? Will memberships continue indefinitely? (And so on.)

Directors What officers are required under the bylaws? Must the officers be directors? How are the officers selected? How long are their terms?

Officers What officers are required under the bylaws? Must the officers be directors? How are the officers selected? How long are their terms?

Notice of Meetings What notice must be given for board meetings, annual general meetings, and congregational meetings? How can notice be given (church bulletin, telephone, email)? Do you have to givenotice of the text of any special resolution to be passed at a members’ meeting? What noticeperiods are required?

Annual General Meetings

Does it have to be in a particular month? Does your AGM have to be held within a certain number of days after your fiscal year end? What must be decided or done each year?

Meeting quorums What is the quorum for board meetings, annual general meetings, and congregationalmeetings? Are any special quorums required by your governing statute for special resolutions?

Auditors Who may be appointed as auditor? What kind of audit are you required to provide? Who appoints the auditor? When must the audited reports be provided to the members? Must the reports be filed with a government registry? Is there a deadline for filing the reports?

Corporate Seal Who should keep it? Who can use it?

Changing bylaws What procedures must be followed for changing your bylaws? (Check both your governing statute and bylaws for procedures). Do you have to send members advance notice and the text of the proposed resolution to change bylaws? What notice period is required? What majority is needed on a vote to change your bylaws? What do you have to do to notify your corporate registry of the changes? When do the changes come into force?

From Understanding Your Corporate

Documents by Lois Gander (2010), p. 23.

3.2 – 16






Key Provisions Reference Chart of the Bylaws of

[Name of church] _______________________________________________

Clause # (i.e. location in the Bylaws)

Membership

Directors

Officers

Notice of Meetings:

Board Meetings


Congregational Meetings

Decision Making/Voting

Meeting Quorums:

Board Meetings


Congregational Meetings

Auditors

Corporate Seal

Changing Bylaws

Keep a copy of this at the front of your bylaws so

it is handy when you need it.

3.2 – 17



Adapted from Understanding

Your Corporate Documents by Lois Gander (2010), p.24.


Version 01 2010


Worksheet: How to tell if your constitution has been amended

Sometimes churches find they need to change some aspect of their constitution. To check to see if your constitution has been amended:

Amendments

Ask other board members, former chairpeople or your pastor for a copy of any amendments. Those changes would probably be to your church's bylawsbut could be to your application, or Letters Patent.

If:• no one in your organization has copies of the amendments, or

• you are not sure if there have been any amendments, or

• you are not sure that you have found all of the amendments,

search the Corporate Registry (see Chapter 2, pages 2-1 and 2-2).

Get copies of any amendments.

To be in effect, changes must have been filed with, and approved by the appropriate corporate registry. If necessary, do a search of the corporateregistry to confirm whether the amendments were filed.

For registered charities, to be in effect it is important to also have a copy letter or memo that was sent to the CRA with the bylaw amendments.

If your church has duly passed changes to its constitution but has never filed them with its corporate registry, contact a registry agent or a lawyer to find out what to do.

File a copy of any amendments to your constitution in the folder at the end of this section.

Adapted from Legal and Ethical Duties of

Directors of Not-for-Profit Organizations: Organizing Your Corporate Documents by Lois Gander (2009), p.16.

3.2 – 18






3.3 Governing Statutes

Inorderforyourchurchtobeincorporated,itsfoundersmusthaveappliedtothecorporate registry of either the federal or a provincial government and have been approved by that agency.

Tohaveaneffectiveandcompletesetof organizationaldocumentsinyourChurch Officeinin a Box, you will need to have a copy of: n your church’s constitution, that is, objects and bylaws, discussed earlier in this

section, and n the legislation that enabled your church to be incorporated

Thefollowingtableshowsthemainstatutesusedtoincorporatechurches, as well as thenames of the documents that form the congregation’s constitution.

3.3 – 1


Description and Sample Docs

Governing Statutes More Information Your Documents



Jurisdiction Statute Constitutional DocumentsOntario Corporations Act

R.S.O.1990 c. C.38• Letters Patent of Incorporation• Application for Incorpation• Bylaws

Quebec Religious Corporations ActR.S.Q., c. C-71

• same as above

New Brunswick Companies Act R.S.N.B. 1973, c. C-13

• same as above

Federal (Canada)

Canada Corporations Act R.S.C. 1970, c. 32 (Part II)

• same as above

http://laws.justice.gc.ca/en/C-1.8/index.html


Yourchurchmayfinditusefultokeepacopyonfileof thelegislationgoverningyourcongregation. The list on the next page gives webaddresses where you may obtain a copyonline of the relevant governing statute.


3.4 Where to Find More Information on Constitutional Documents

Governing Statutes

Ontario Corporations Actwww.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90c38_e.htm

Quebec Religious Corporations Act www2.publicationsduquebec.gouv.qc.ca/dynamicSearch/telecharge.php?type=2&file=/C_71/C71_A.html

New Brunswick Companies Actwww.gnb.ca/acts/acts/c-13.htm

Canada Corporations Act http://laws.justice.gc.ca/en/C-1.8/index.html

3.4 – 1

See Glossary for specific

content terms, such as bylaw, constitution, governing documents, etc.





General Understanding Your Corporate Documents (2010). Lois Gander. The Muttart Foundation. www.muttart.org/board_development_workbooks Starting an Organization: Factsheet (March 1997). Nancy Ross. Ontario Ministry of Agriculture, Foods and Rural Affairs. www.omafra.gov.on.ca/english/rural/facts/88-017.htm Ontario The Not-for-Profit Incorporator’s Handbook (publication date unknown). Ontario Ministry of the Attorney General. www.attorneygeneral.jus.gov.on.ca/english/family/pgt/nfpinc/ Quebec Tools On-Line, Module 1, Quebec Council of Christian Charities

www.cqoc.org/en/coffre/module_1.htm Book of the Corporation Guide (publication date unknown). Quebec Council of Christian Charities. www.cqoc.org/en/store/book_cg.htm Charities Inc. - Incorporated and Registered Charities Infosheet, educaloi.qc.ca

http://www.educaloi.qc.ca/en/loi/charities/441/ New Brunswick The Welcome Aboard Handbook (publication date unknown). Public Legal Education Service of New Brunswick. www.legal-info-legale.nb.ca/en/index.php?page=welcome_aboard_handbook

http://www2.publicationsduquebec.gouv.qc.ca/dynamicSearch/telecharge.php?type=2&file=/C_71/C71_A.html

http://www.gnb.ca/acts/acts/c-13.htm


http://www.e-laws.gov.on.ca/html/statutes/english/elaws_statutes_90c38_e.htm

http://www.muttart.org/board_development_workbooks

http://www.omafra.gov.on.ca/english/rural/facts/88-017.htm

http://www.attorneygeneral.jus.gov.on.ca/english/family/pgt/nfpinc/

http://www.cqoc.org/en/coffre/module_1.htm


3.5 A Place to File Your Constitutional Documents

n Certificateof incorporationorletterspatentn Application for incorporation or memorandum of associationn Key provisions (of bylaws or articles of association) – Optionaln Bylaws or articles of associationn Governing statute – Optional

Books and Records: Length of Retention

Type of record Description Retention period

All Documents and Bylaws Governing a Registered Charity

All Documents and Bylaws Governing a Registered Charity

• as long as the charity is registered

• two years after the date on which the registration of the charity is revoked

(From Charity Central: www.charitycentral.ca/site/docs/FastFacts_BandR_Length_final.pdf)

3.5 – 1

While you are not legally required to create and file a summary of the key provisions of your bylaws, it is important to your charity, especially when understanding your compliance obligations, dealing with governance conflicts, or ensuring transparency

in how you operate. In such cases, you will want to have this information easily and quickly accessible!

Amendments to the bylaws should be consolidated into the bylaws. File amended bylaws here.

The CRA does not require you to keep a copy of your governing statute on file, but it is a good idea to keep it here for easy access.





www.charitycentral.ca/site/docs/FastFacts_BandR_Length_final.pdf