CSC By-Law Update and Review

  CSC By-law Update and Review  

Version Française


   Letter to Members Nov 15, 2013   Articles of Continuance    By-laws Draft Nov 11, 2013    

Dear CSC Member:

Canada's Not-for-Profit Corporations Act (NFPC) came into force on October 17, 2011 and all federally incorporated organizations have until October 17, 2014 to comply with the Act. This new Act, which is designed to increase transparency and accountability and provide organizations with more modern governance principles, also confers certain rights to members similar to those enjoyed by shareholders of for-profit corporations.

It is important to note that the Act is comprehensive: its rules for the governance of not-for- profit organizations will replace the extensive, often complex range of by-laws many organizations have developed, revised, amended and relied upon since their inception. In fact, many of those areas previously addressed in an organization's by-laws are now defined within the Act, and certain by-laws, or parts thereof, should be eliminated entirely as the Act takes precedence. 

The new Act does not apply automatically. Organizations must amend their by-laws and create Articles of Continuance to obtain a Certificate of Continuance. Once an organization has created the documents they must be approved by members and filed with Industry Canada within 12 months of receiving approval. An organization's new bylaws
do not come into effect until Industry Canada has issued a Certificate of Continuance.

 CSC’s By-Laws Review Process:

In March 2012 a committee consisting of Peter Emmett, CCCA, George Heath, FCSC, John Jensen, FCSC, Sandro Ubaldino, FCSC, RSW, CSI, Nick Franjic, CAE, and Peter Hiebert, CTR joined the committee in June 2013, was struck to review the impact of the new NFP Act on the CSC Administration Manual, in particular the By-Laws and Directives.  The committee has developed a set of By-laws that incorporate many of the existing By-Laws and incorporated some new By-laws. 

The CSC Board of Directors reviewed the proposed By-laws and Articles of Continuance at its October 20, 2013 Board meeting and recommended a few minor changes. Subsequent to the changes being incorporated into the proposed By-laws, the Board approved the attached Articles of Continuance and By-laws to be posted on the CSC website for member information and review.

 Member Feedback requested by Thursday December 12, 2013:

Members are encouraged to submit their comments to Nick Franjic, CAE, Executive Director by Thursday December 12, 2013. He can be reached at or 416-777-2198 or by fax at 416-777-2197.

  Letter to Members Nov 15, 2013  Articles of Continuance    By-laws Draft Nov 11, 2013    

The Committee will consider member suggestions for improvements to the draft documents and liaise with the Board. CSC will then advise members should any such changes be made.

On behalf of Board, thank you for your time and attention in this matter

Mike Garlinski
CSC President