Draft your church’s by-laws, with every rule cited

Canada — federal (CNCA) · The ARTICLES (not the by-laws) must set out: (a) the corporate name; (b) the province of the registered office; (c) the classes or groups of members and, if two or more, the voting rights attaching to each; (d) the number of directors or the minimum and maximum number; (e) any restrictions on activities; (f) a statement of the purpose of the corporation; and (g) a statement concerning the distribution of property remaining on liquidation.

Canada — federal (CNCA) · The articles may contain anything the Act permits in the by-laws, and the articles or a unanimous member agreement may require a GREATER majority than the Act requires for any member or director vote; the greater requirement prevails.

Canada — federal (CNCA) · By-law making cycle: unless the articles, by-laws or a unanimous member agreement say otherwise, the directors may make, amend or repeal by-laws by resolution, EXCEPT the s. 197(1) matters (which need a special resolution of members and which the directors cannot make even provisionally).

Canada — federal (CNCA) · The BY-LAWS must set out the conditions of membership, including whether a corporation or other entity may be a member.

Canada — federal (CNCA) · Voting rights of member classes live in the ARTICLES (s. 7(1)(c)).

Canada — federal (CNCA) · Number of directors: at least ONE, but a SOLICITING corporation must have at least THREE directors, at least two of whom are not officers or employees of the corporation or its affiliates.

Canada — federal (CNCA) · Directors' meetings: unless the articles or by-laws provide otherwise, directors may meet anywhere on whatever notice the by-laws require.

Canada — federal (CNCA) · Notice of members' meetings: the by-laws set the method, but the method and timing must match the Regulations.

Canada — federal (CNCA) · Quorum at members' meetings: the by-laws MAY set the quorum, which must be a fixed number of members, a percentage of members, or a number or percentage determinable by a formula (Reg. s. 70); if they do not, quorum is a MAJORITY of members entitled to vote.

Canada — federal (CNCA) · Special-resolution matters: a SPECIAL resolution of members is required to amend the articles OR by-laws to do any of (a)-(n) below, including: create a new class of members; change a condition of membership; change class designations, rights or conditions; divide a class; add, change or remove a provision respecting the TRANSFER of a membership; change the number or range of directors; change the purposes; change the liquidation statement; change the manner of giving notice; change the method of absentee voting.

Canada — federal (CNCA) · A "special resolution" is one passed by a majority of not less than two-thirds of the votes cast on it.

Canada — federal (CNCA) · Public accountant, review and audit.

Canada — federal (CNCA) · Liquidation-distribution statement (ARTICLES): s. 235 applies to (a) a registered charity, (b) a soliciting corporation, and (c) a corporation that in the 60 months before the distribution received, in any financial year, more than $10,000 in REQUESTED gifts from non-insiders, government grants, or gifts from entities that themselves received such funds (Reg. s. 37).

Canada — federal (CNCA) · Financial year: the Act does not prescribe a year-end; s. 160(1) and Reg. s. 61 tie the annual meeting to "the end of the corporation's preceding financial year" without fixing that date.

Canada — federal (CNCA) · Officers: subject to the articles, by-laws and any unanimous member agreement, the directors designate the offices, appoint as officers persons of full capacity, specify their duties and delegate powers (except the non-delegable powers in s. 138(2)); a director may hold any office; one person may hold two or more offices.

Canada — federal (CNCA) · Termination and discipline of members: unless the articles or by-laws provide otherwise, membership ends on death or resignation, on expulsion or termination under the articles or by-laws, on expiry of a term, or on dissolution; a former member's rights (including any in the property) cease.

Canada — federal (CNCA) · Indemnification: a corporation MAY indemnify present or former directors and officers (and persons serving another entity at its request) against costs, charges and expenses of any proceeding arising from that association, and may advance costs, ONLY IF the individual acted honestly and in good faith with a view to the corporation's best interests and, for a criminal or administrative proceeding enforced by a monetary penalty, had reasonable grounds for believing the conduct was lawful.

Canada — federal (CNCA) · Conflict of interest: a director or officer MUST disclose, in writing or by having it entered in the minutes, the nature and extent of any interest in a material contract or transaction with the corporation (as party, as director/officer of a party, or with a material interest in a party), at the times the Act fixes, and MUST NOT vote on the resolution to approve it — except where the contract relates primarily to the director's own remuneration as director, officer, employee, agent or mandatary, is for indemnity or insurance under s. 151, or is with an affiliate.

Canada — federal (CNCA) · Requisitioned meetings and member proposals: members holding 5% of the votes (Reg. s. 72), OR A LOWER percentage set in the by-laws, may requisition a meeting — the by-laws can only LOWER the threshold.

Canada — federal (CNCA) · Absentee voting: the BY-LAWS may provide for the prescribed methods of voting by members not in attendance — proxy, mailed-in ballot, or telephonic/electronic facility — and the mailed-in and electronic methods require a system that gathers votes so they can be verified afterwards and presents the tally without the corporation being able to identify how each member voted.

Canada — federal (CNCA) · Fixing the number of directors within an articles range: the members do so by ORDINARY resolution, or delegate the power to the directors.

Canada — federal (CNCA) · Election and term of directors: members ELECT directors by ordinary resolution at each annual meeting at which an election is required, for a term expiring within FOUR YEARS (Reg. s. 28(1)); terms may differ (staggering permitted); a director elected without an express term ceases at the close of the next annual meeting; incumbents hold over until successors are elected; the directors may appoint up to one-third additional directors until the next annual meeting IF the articles so provide.

Canada — federal (CNCA) · Electronic meetings of members: unless the by-laws provide otherwise, anyone entitled to attend may participate by a communication facility that lets all participants communicate adequately, if the corporation provides one, and is deemed present.

Canada — federal (CNCA) · Annual meeting timing: the first annual meeting within 18 months of incorporation; thereafter not later than 15 months after the preceding annual meeting AND not later than 6 months after the end of the preceding financial year.

Ontario (ONCA) · The ARTICLES must set out the name and the PURPOSES of the corporation (plus anything the Act, regulations or the Director require).

Ontario (ONCA) · The articles may contain anything the Act or other law permits in the by-laws.

Ontario (ONCA) · By-law making cycle mirrors the CNCA: unless the articles or by-laws say otherwise the directors make, amend or repeal by-laws by resolution, EXCEPT matters in s. 103(1)(g) (transfer of membership), (k) (manner of notice) and (l) (absentee voting method); they must submit them to the members at the next meeting; the members confirm, reject or amend by ORDINARY resolution; the by-law is effective from the directors' resolution and remains effective as confirmed; it ceases to have effect if not submitted or if rejected; a repeat resolution is not effective until confirmed; a member may propose a by-law under s. 56.

Ontario (ONCA) · An Ontario corporation must have at least THREE directors — no exception for small churches.

Ontario (ONCA) · Director qualifications: must be an individual, 18+, not found incapable, not bankrupt.

Ontario (ONCA) · Directors are elected by ORDINARY resolution for a term expiring not later than the close of the FOURTH annual meeting after election, as provided in the by-laws; terms may differ; a director without an express term ceases at the close of the next annual meeting; incumbents hold over.

Ontario (ONCA) · Directors' meetings and quorum: same default as the CNCA — a majority of the number of directors (or of the minimum number in the articles) is quorum unless the articles or by-laws say otherwise; notice need not state the business.

Ontario (ONCA) · The BY-LAWS must set out the conditions of membership, including whether an entity may be a member; may make persons members by virtue of office; and, if the articles create classes, must state each class's conditions, withdrawal/transfer and termination conditions.

Ontario (ONCA) · Annual meeting timing and place: the directors must call the first annual meeting within 18 months of incorporation and each later one not later than 15 months after the previous (no year-end rule, unlike the CNCA).

Ontario (ONCA) · Notice of members' meetings: per the by-laws, but in any event NOT LESS THAN 10 and NOT MORE THAN 50 days before the meeting, to each member entitled to notice, each director, and the auditor / review-engagement person.

Ontario (ONCA) · Members' quorum default is a MAJORITY of members entitled to vote (in person or by proxy) unless the by-laws provide otherwise; opening quorum suffices unless the by-laws say otherwise; without a quorum the meeting may only adjourn.

Ontario (ONCA) · Audit / review engagement: at each annual meeting members appoint by ordinary resolution an auditor or a review-engagement person, subject to s. 76.

Ontario (ONCA) · Definitions: "special resolution" = at least TWO-THIRDS of votes cast at a special meeting called for the purpose (or all voting members in writing); "ordinary resolution" = at least a majority of votes cast (or all in writing); "charitable corporation" = incorporated for the relief of poverty, advancement of education, ADVANCEMENT OF RELIGION or other charitable purpose; "public benefit corporation" = a charitable corporation, or a non-charitable corporation receiving more than $10,000 in a financial year from non-insider donations or government grants.

Ontario (ONCA) · Special-resolution matters (amendment of ARTICLES): name; activity/power restrictions; new member class; change a membership condition; class rights; divide a class; membership transfer; number/range of directors (subject to s. 30); purposes; to whom property remaining on liquidation goes; manner of giving notice; absentee voting method; any other article provision.

Ontario (ONCA) · Distribution on dissolution: a CHARITABLE corporation's remaining property, after creditors, must go — in accordance with its articles — to a Canadian registered charity with similar purposes, the Crown (Ontario or Canada), a Crown agent, or a municipality in Canada.

Ontario (ONCA) · Indemnification (Ontario): identical structure to CNCA s. 151 — permissive indemnity and advance of costs only if the individual acted honestly and in good faith with a view to the corporation's best interests and, for a penalty-enforced criminal or administrative proceeding, had reasonable grounds to believe the conduct was lawful; court approval for derivative actions; mandatory indemnity where not judged at fault; insurance permitted.

Ontario (ONCA) · Conflict of interest (Ontario): a director or officer who is a party to, or is a director/officer of or has a material interest in a party to, a material contract or transaction with the corporation MUST disclose its nature and extent (or have it minuted) at the times the Act fixes; the director MUST NOT ATTEND any part of the Board meeting during which it is discussed and MUST NOT VOTE on it — except contracts relating primarily to their remuneration as a director, indemnity/insurance under s. 46, or with an affiliate; the remaining directors are deemed a quorum.

Ontario (ONCA) · Requisitioned meetings (Ontario): members holding at least 10% of the votes, OR A LOWER percentage set in the by-laws, may requisition a meeting.

Ontario (ONCA) · Absentee voting (Ontario): a member may appoint a proxyholder ONLY IF the articles or by-laws permit it (s. 64(1.1)); the by-laws may provide for voting by mail or by telephonic or electronic means in addition to or instead of proxies (s. 67(1)); a proxyholder must attend and follow the member's directions and has the member's speaking and voting rights (s. 66).

Ontario (ONCA) · Electronic meetings (Ontario, post-2023 amendments): subject to the articles or by-laws, a members' meeting may be held entirely by telephonic or electronic means or by a hybrid, provided all entitled persons can reasonably participate; the articles or by-laws may limit the manners or add requirements.

Ontario (ONCA) · Removal of directors (Ontario): the members may by ordinary resolution at a special meeting remove any director EXCEPT a director by virtue of office.

Ontario (ONCA) · Discipline of members (Ontario): the articles or by-laws may give the directors, the members or a committee of directors or members power to discipline or terminate membership and must set out the circumstances and manner; the action must be in good faith and fair and reasonable; a procedure is fair and reasonable if the member is given at least 15 DAYS notice WITH REASONS and an opportunity to be heard (orally, in writing or another permitted format) not less than five days before the action takes effect, by the person with authority to impose or revoke it; an aggrieved member may apply to court.

Canada — CRA (registered charities) · A registered charity must be legally established by a governing document (letters patent, articles of incorporation, a constitution or a trust document) and must file a complete copy, including by-laws and any amendments, with its application.

Canada — CRA (registered charities) · Dissolution clause: a registered charity's remaining property on dissolution must go to "qualified donees".

United States — IRS · Organizational test: a 501(c)(3) organization's ORGANIZING DOCUMENT (articles of incorporation for a corporation; not the bylaws) must limit its purposes to exempt purposes and dedicate its assets to exempt purposes on dissolution.

United States — IRS · Purpose clause (ARTICLES): the IRS's suggested wording limits the corporation to "charitable, religious, educational, and scientific purposes" under section 501(c)(3), "or the corresponding section of any future federal tax code".

United States — IRS · Inurement / political-activity clause (ARTICLES): no part of net earnings may inure to members, trustees, officers or other private persons, except reasonable compensation for services; no substantial lobbying; no political-campaign intervention; and activities limited to those permitted to a 501(c)(3) and 170(c)(2) organization.

United States — IRS · Dissolution clause (ARTICLES): on dissolution, assets go to one or more exempt purposes under 501(c)(3) or to a federal, state or local government for a public purpose; any not so disposed of go to a court of competent jurisdiction of the county of the principal office.

United States — IRS · Churches are AUTOMATICALLY tax-exempt if they meet 501(c)(3) requirements and are not required to apply for recognition; many do so anyway for donor assurance, or are covered by a denomination's group ruling.

United States — IRS · The five 501(c)(3) requirements for a church: organized and operated exclusively for religious/educational/scientific/charitable purposes; no private inurement; no substantial lobbying; no political-campaign intervention; purposes and activities not illegal or contrary to fundamental public policy.

United States — IRS · Inurement to insiders (minister, board members, officers, sometimes employees) is absolutely prohibited; examples are dividends, unreasonable compensation and transfers of property below fair market value.

United States — IRS · Governance practices the IRS ENCOURAGES but does NOT require: an independent board not dominated by employees or relatives; a written conflict-of-interest policy with annual disclosure; contemporaneous minutes; a document retention/destruction policy; a whistleblower policy; board review of financial statements; state-law audits where applicable.

Canada — federal (CNCA) · Membership criteria (profession of faith, baptism, subscription to a statement of faith, minimum age, regular attendance, membership class, signed covenant) are lawful conditions of membership because the by-laws MUST state conditions (CNCA s. 154(1); ONCA s. 48(1)) and neither Act limits what the conditions are.

Canada — federal (CNCA) · Governance model options: (A) congregational; (B) elder-led; (C) connectional.

Canada — federal (CNCA) · Pastor calling and termination: the by-laws may set who calls the pastor (members by special vote, the board, or the denomination) and the vote required to end the call.

Canada — federal (CNCA) · Discipline of members: permitted as a by-law power if the grounds, decision-maker and procedure are stated (CNCA s. 158; ONCA s. 51(1)), and the decision-maker must be the directors, the members, or a committee of directors or members.

Canada — federal (CNCA) · Whether a federal church is a "soliciting corporation" is a facts test — more than $10,000 in a financial year from requested public gifts, government grants, or donors who received such money. If you answer "not sure", the generator drafts the safer soliciting-corporation version and asks you to confirm the facts with your accountant.

Ontario (ONCA) · Every Ontario church is a charitable corporation, and Ontario charity law (Charities Accounting Act; O. Reg. 4/01 s. 2.1(4)) does not authorise paying a director for services as a director or employee. If you want to pay a director, allow an employee director, or seat a paid pastor as a voting director, the generator drafts no payment clause and refers you to a charity lawyer.

Canada — CRA (registered charities) · The CRA requires a registered charity's purposes to be charitable at law and warns that generic statutory object lists can be too vague to register. The generator writes a conservative religious-purpose clause and tells you to confirm the wording against the CRA's model purposes before filing.

Canada — CRA (registered charities) · The CRA's published policy on paying directors of a registered charity was not retrieved. The generator drafts only the conservative default (no pay for serving as a director; expenses reimbursed) and refers any charity that wants to pay a director, allow an employee director, or seat a paid pastor as a voting director.

Canada — CRA (registered charities) · A registered charity must operate on a not-for-profit basis with only incidental private benefit. The generator writes a plain not-for-profit clause; any arrangement that pays insiders — a lease from a board member, a loan to the pastor — is referred to your accountant or lawyer.

United States — state law · There is no federal corporation law for churches. The number of directors, quorum, notice periods, member rights (including whether your church has statutory members at all) and dissolution mechanics are set by your state's nonprofit or religious corporation act. The generator prints your chosen numbers with REFER banners and never asserts a US minimum itself.

United States — state law · Director terms and how directors are chosen are state matters (for example, California's default term is one year, and states differ on ex officio directors). The generator's term clause carries a refer note for your state, and a voting pastor by virtue of office is not drafted for a US church.

United States — state law · Whether bylaws are legally required, whether a state audit applies, indemnification standards, and how property is held (including trusts for a denomination) are state-law questions. The US cover note lists them as REFER items; for property held for a denomination the generator drafts nothing.

Canada — federal (CNCA) · If your denomination requires church property to be held in trust for it (or you are not sure), the generator drafts nothing on property and inserts a placeholder for the trust clause your denomination's office supplies, for your lawyer to review.