Non-profits can choose to pass bylaws to provide guidance about the running of the corporation. These bylaws and other records must be kept at a place where the directors can easily access them. Members have the right to access the records of a membership non-profit. The public has the right to access the records of a charitable corporation.
The law does not require a non-profit corporation to have bylaws. They are for the convenience and efficiency of the management of the corporation. Bylaws are used to supplement the Articles and must not contradict the articles. Bylaws are not submitted to the Corporate Registry.
Bylaws are effective tools for opting out of some of the requirements of The Non-profit Corporations Act, 1995. Situations where bylaws can be used to change the provisions of the Act include:
Before drafting bylaws, the drafters must carefully review the Act to see which requirements can be changed by properly drafted bylaws. After establishing which requirements can be changed, the corporation can tailor their bylaws to better suit the needs of the corporation.
Bylaws may be made and changed by the directors, but members' approval is required at the next membership meeting.
Non-profit corporations must have a registered office in Saskatchewan. The non-profit corporation must retain an adequate set of records at this registered office or at a place that is fit and reasonable and where the records are always accessible to the directors of the corporation for inspection.
An adequate set of records includes...
As long as the records can be read and a copy can be produced, the records can be kept in almost any form including electronically. Records must be safeguarded against loss, destruction or falsification.
In a membership corporation, any member is entitled to access the records. In a charitable corporation, any person is entitled to access the records. Members are entitled to make copies free-of-charge. If a person, other than member, is accessing a charitable corporation’s records they can make copies for a reasonable fee.
On request and without charge members are entitled to a copy of the articles and bylaws. With 10 days’ notice, members are also entitled to a list of members and their addresses that is not more than 10 days old at the date of the request. The membership list is supplied for a fee. This list can only be used to influence voting or in connection with other affairs of the corporation.
PLEA can provide you with information to help you understand many legal matters you, a family member or friend may be facing.