What has to be in the by-laws of an Ontario not-for-profit corporation?

ONCA does not hand every corporation a fixed template, but it does require by-laws to address certain core matters so the organization has clear internal rules to operate by. These typically include the conditions of membership and how membership can be terminated, how and when notice of members' meetings is given, quorum for members' and directors' meetings, how directors are elected and removed, and, if the corporation wants them, provisions for member classes, delegates, or electronic meetings.

By-laws sit below the articles of incorporation in the corporation's governance hierarchy — the articles set out fundamentals like the corporation's name and purposes, while by-laws fill in the operational detail. Directors can make, amend, or repeal by-laws, but changes generally must be brought to members for confirmation at the next members' meeting to take permanent effect.

A significant number of Ontario not-for-profits are still operating on by-laws written for the old Corporations Act regime, which do not reflect ONCA's current requirements around things like electronic meetings or member classes. Since by-laws are one of the documents most likely to be reviewed by a bank, funder, or the corporation's own members during a dispute, it is worth having them checked against ONCA rather than assuming an old set is still adequate.