By-Law Review
A church’s by-law is an important document. It isn’t something we look at every day, but it is vital when needed. On top of that, it’s a requirement for every corporation. It outlines how we operate our church in the world in an organized document.
Why are we making changes?
A new Act that governs our corporation was passed in 2021. It’s called the Ontario Not-for-Profit Corporations Act (ONCA). It has brought some changes that affect certain ways a corporation like ours operates, such as the number of Directors on the Board and what Members can do. Since these things are included in the by-law, and the changes are significant, we have prepared a new by-law to comply with ONCA as part of the process to continue as an Ontario corporation.
This created an opportunity for the church leadership to review our existing by-law to see if anything else needed to change. We asked questions like, “Does our church operate in an effective way?” “Does it line up with Scripture?” and “Does our by-law align with how we actually operate?” Our Board discussed it and provided feedback, which we used to start building a fresh by-law. The elders reviewed it further and submitted it for review by a lawyer in the field. Now we’re ready to show it to you, the members.
What changes are we making?
Here are some highlights of the major changes:
Number of Directors
ONCA requires that the number of directors on the board be stated in the Articles of Incorporation instead of in the by-law, so that change is being made. It will no longer be included in the by-law. We are setting a new range of directors at 3-11 instead of 8-16. This allows for a smaller Board temporarily if needed, yet still allows for a range so that the number can fluctuate. We’ll aim for a number in the middle.
Make-up Of The Board
Rather than having two separate boards (elders board and deacons board), which combine to make a third board (the official board of directors), we will have a single board of directors made up of the elders. The directors will continue to be elected by the members as before. We’ll still have deacons (ministry leaders) in our church leadership structure, but they don’t need to be included in the by-law.
Church Ministries
Church ministries will function much the same as they always have, with each ministry area having a leader and team members reporting to that leader. However, church board meetings will consist of only the elders. This satisfies the corporate requirements while also being in line with our church being an elder-led church.
Updated Provisions For Directors And Officers
There are clearer protections for directors and officers. The office of the secretary is clarified.
Updated Provisions For Members
Members’ rights are clarified and simplified.
Minor Changes
There are several minor changes as well, which can be found throughout the by-law. In general, the changes brought by ONCA are meant to improve transparency and accountability, enhance members’ rights, and increase protections for directors and officers of not-for-profit corporations.
Articles of Amendment
In addition to the by-law, the Government of Ontario requires that we apply for Articles of Amendment to update the number of directors. We may also choose to apply for Restated Articles of Incorporation to consolidate the original articles and all amendments into one document.
What this means for you
We want everyone to have the opportunity to become familiar with the proposed By-law and ample time for comments, questions and discussion. Our goal is to present it, along with our application(s), for a vote by the members at the semi-annual meeting in the spring of 2024.
We have made the new by-law available to all members by email. To request your copy, please click “Request Your Copy” below. Please take time to review it and send comments or questions by clicking “Leave A Comment.”