Businesses and Non-profits

What Are By-Laws?

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Non-profit organizations must have by-laws: they lay the groundwork for how your organization will function over time.

This infographic only applies to incorporated non-profits created under Quebec law.

For more on incorporation, see our quiz Starting a Non-profit: What Type of Organization Is Best for You?

For information on non-profits created under federal law, see our article Non-profits: Incorporate With the Quebec Government or the Federal Government?

Your organization’s rule book

By-laws are rules on how the organization is run and who does what.

Here are examples of what they cover:

  • the number of directors and how long they stay in office
  • when the annual meeting of the organization is held
  • the duties of “officers” of the organization (president, secretary, treasurer, etc.)
  • categories of members of the organization
  • how various parts of the organization interact: the board of directors and members, for example

An essential roadmap

Without by-laws, you could face situations about running your organization without knowing how to go about things. For example, what if your organization had to sign a contract? Without by-laws, you wouldn’t know who had the authority to sign it.

A shared responsibility

By-laws are made by the organization’s first directors, but must usually be confirmed by the members.

A kind of contract

Board members must make sure by-laws are followed. Members must also respect them.

Different than “resolutions”

A resolution is a way various parts of an organization can make decisions. This includes decisions by the board of director and the members.

Usually, resolutions are for deciding one thing at a time.

By-laws are different: they are rules that apply in a permanent way.

For example, by-laws might say who can sign contracts for the organization. A resolution might say the organization can enter into a particular contract.

A living tree

The board of directors can change the by-laws, but changes must later be confirmed by the organization’s members.

It can be a good idea to review your by-laws from time to time.

To learn more on changing by-laws, see our article Quebec Non-profit Organizations: What Goes in By-Laws.

A ticket to funding?

Not really! But many funders will ask you to submit a copy of your by-laws.