Non-profit societies

4. Amending a society's bylaws or constitution

The constitution and the bylaws of a society are two separate documents. There is a $20 fee to amend the constitution, and a $20 fee to amend the bylaws. When making amendments, you should be careful not to remove a provision which is required by the Societies Act (see the “what must be in the bylaws” section of the instruction form).

A society's bylaws can be amended by:

  • an ordinary resolution at the society's annual general meeting;
  • an extraordinary resolution passed by not less than three quarters of the members or proxies present at a general meeting for which notice of the intention to pass the resolution has been provided as set out in the society's bylaws; or
  • a written unanimous resolution signed by all members of a society entitled to vote on the resolution.

In many cases, the easiest way to change the bylaws of a society is to repeal the existing bylaws entirely and substitute a new set of bylaws. The new bylaws should be submitted to the Registrar attached to a resolution adopting the bylaws which has been certified by a director or officer of the society.

Alternatively, you can make small changes to your bylaws by adding, repealing, or repealing and replacing specific sections. The enacting resolution must specify the exact wording of each altered section in its entirety. If adding a section would change the numbering of later sections, you must include the affected sections in your resolution.

The constitution of a society can only be amended by an extraordinary resolution or a written unanimous resolution.

Amendments must be approved by the Registrar of Societies to verify that they meet the requirements set out in the Societies Act. You are encouraged to submit proposed changes to the registrar for review before voting on them.

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