Businesses and Non-profits

Quebec 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.

A man and a woman looking a screen together.

Important! 

The information in this article only applies to incorporated non-profits created under Quebec law. Other rules may apply to federally incorporated non-profits.

Note that the law allows Quebec non-profits to put different rules in their letters patent or by-laws in certain cases. If non-profits do this, the rules in these documents apply to it instead of the legal rules described in this article.

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.)
  • the categories of members of the organization
  • how various parts of the organization interact: the board of directors and members, for example

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.

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.

A living tree

The board of directors can amend the by-laws and update their content, 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.

Not a ticket to funding

While by-laws aren’t, on their own, a ticket to funds, many funders will ask you to submit a copy of your by-laws when applying for funding.

Ready to start drafting your organization’s by-laws? Check out our interactive tool Non-profit Organizations in Quebec: What Goes in By-Laws?