Makeup of a Constitution
Incorporated organizations in Ontario are normally governed by three sets of rules, which
we usually refer to as a “constitution”. There are “articles” which
are provincially given at the time of incorportion, sometimes called the “articles of incorporation”. They
cannot be added to, removed from, or altered without going back to the province for approval,
usually called “supplementary letters patent”. The second set
are called “by-laws” which are approved by the Board and confirmed by the members at the next
annual general meeting (AGM). There are usually two by-laws with By-law 1 dealing with the organization and
structure and By-law 2 dealing with the borrowing of money. The last set are called
“regulations” which are approved by the Board of Directors for day to day running of
The documents available here are:
- The Articles and By-Laws of
the Association were put in effect on April 19, 2007 by the Board of Directors and confirmed
by the Annual General Meeting on September 2, 2007.
Regulations of the Association were approved by the Board of Directors on October 1, 2006.
- The last document
is Rules of Order for Volunteer Organizations for the conduct of meetings, written by Lorne Bowerman in the mid-1980s for use in the square and
round dancing activity. These rules are two pages long and cover all the necessary things for
conduct of a meeting. The rules are in wide spread use by many volunter organizations. They have
stood the test of time.
Note for our Constitution, the Corporations Act, Chapter C38, Part III, Corporations Without
Share Capital is the governing legislation. There are no regulations. If it is not
in the Corporations Act, Chapter C38, it does not apply to us. If something is not prohibited
by the Act, then is is legal. The Corporations Act on-line is:
Corporations Act Chapter C38.