Sample bylaw with options

You can use this tool to adapt the Ministry of Government and Consumer Service’s sample bylaw to meet your corporation’s needs. This bylaw tool relates to Ontario’s Not-for-Profit Corporation Act (2010) (the “ONCA”).

The Government of Ontario has created a sample organizational by-law that you can use as a starting point when developing your corporation’s by-laws. MGCS calls this bylaw a “standard organizational by-law” on its site. For the purposes of this tool, we call it the Default By-law.

This tool examines each section of the Default By-law. It describes what language is mandatory and what is optional. We have not changed the language in the Default By-law, but we include some ways you might change or add to this language whenever possible.

There are additional rules in Ontario’s Not-for-Profit Corporations Act, 2010 (ONCA) that neither the Default By-law nor this tool mention, so you may want to refer to the ONCA while drafting your corporation’s by-laws.

Style notes:

• The ONCA applies only to incorporated nonprofits. Most nonprofits do not call themselves “corporations,” even when they are incorporated. In this tool, we refer to nonprofits as “corporations” to match the term used in the ONCA legislation and in the Default By-law.
• We use “by-law” in this tool, instead of “bylaw” (our general style for the Nonprofit Law Ontario project) to match the style in the ONCA legislation and in the Default By-law.
• We capitalize words in this tool where they refer to the defined terms in the ONCA legislation or in the Default By-law.

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