Help › Legal › Set the founding documents
Set the founding documents
All provinces stand below. Select your province in settings.
The bylaws stand in the founding documents, with the name, the purposes and the head office.
The articles are in the prescribed form and state the restrictions on the undertaking, the no-share-capital and no-gain statements, and that each first director becomes a member on incorporation. The articles or by-laws may set classes of members and how members are admitted; a member’s interest passes to no one and lapses on death or resignation, unless the articles provide otherwise. Binds: Newfoundland and Labrador corporations without share capital (Part XXI of the Corporations Act).
The law’s own words
“The articles shall be in the prescribed form and in addition shall state (a) the restrictions on the undertaking that the corporation may carry on; (b) that the corporation has no authorized share capital and is to be carried on without monetary gain to its members, and that profits or other accretions to the corporation are to be used in furthering its undertaking; … (d) that each 1st director becomes a member of the corporation upon its incorporation.”
Corporations Act (Newfoundland and Labrador), s. 421 · Read it at Newfoundland and Labrador · Verified 2026-11-11
“The articles or by-laws of a corporation may provide for more than 1 class of membership and, in that case, the articles shall set out the designation of and the terms and conditions attaching to each class.”
Corporations Act (Newfoundland and Labrador), s. 424(2) · Read it at Newfoundland and Labrador · Verified 2026-11-11
“Subject to the articles or by-laws of a corporation, persons may be admitted to membership in a corporation by resolution of the directors; but the articles or by-laws may provide (a) that the resolution is not effective until confirmed by the members in general meeting; and (b) that members may be admitted by holding some office outside the corporation.”
Corporations Act (Newfoundland and Labrador), s. 425 · Read it at Newfoundland and Labrador · Verified 2026-11-11
“Unless the articles of a corporation otherwise provide, the interest of a member in a corporation is not transferable and lapses and stops existing upon the member’s death or when the member stops being a member by resignation or otherwise in accordance with the by-laws of the corporation.”
Corporations Act (Newfoundland and Labrador), s. 427(1) · Read it at Newfoundland and Labrador · Verified 2026-11-11
Corporations Act (Newfoundland and Labrador), sections 418 and 419
“This Part applies to a corporation without share capital except a mutual insurance corporation to which Division B of Part XXIII applies.” “When used in relation to a corporation without share capital (a) the word "member" refers to a member having rights through membership interest in the corporation in accordance with this Act and the articles and by-laws of the corporation; and (b) the word "security" refers to a debt obligation of a corporation and includes a certificate evidencing the debt obligation.”
Source: House of Assembly — Corporations Act, RSNL 1990, c. C-36, ss. 418, 419 · Checked 2026-11-11
The petition for letters patent sets out the corporation’s name, its purpose, its head office, its applicants and its first directors; the memorandum of agreement that rides with it sets forth the corporation’s bylaws, on the matters the Act names. Binds: Prince Edward Island companies without share capital (Part II of the Companies Act).
The law’s own words
“The applicants, who must be of the full age of eighteen years, may petition the Minister, through the Director, for the issue of the letters patent, setting forth the following particulars: (a) the proposed name of the corporation; (b) the purpose for which its incorporation is sought; (c) the place within the province where the head office of the corporation is to be situated;”
Companies Act (Prince Edward Island), s. 90(1) · Read it at Prince Edward Island · Verified 2026-11-08
“the names in full and the address and calling of each of the applicants; (e) the names of the applicants, not less than three, who are to be the first or provisional directors of the corporation.”
Companies Act (Prince Edward Island), s. 90(1) · Read it at Prince Edward Island · Verified 2026-11-08
“The petition shall be accompanied by a memorandum of agreement signed and sealed by the applicants, setting forth the bylaws of the proposed corporation, and more particularly setting forth bylaws upon the following matters: (a) conditions of membership, including societies or companies becoming members of the corporation; (b) mode of holding meetings, provision for quorum, rights of voting and of enacting bylaws; (c) mode of repealing or amending bylaws;”
Companies Act (Prince Edward Island), s. 90(2) · Read it at Prince Edward Island · Verified 2026-11-08
“appointment and removal of directors and officers, and their respective powers and remuneration; (e) audit of accounts and appointment of auditors; (f) whether or how members may withdraw from the corporation; (g) custody of the corporate seal and certifying of documents issued by the corporation.”
Companies Act (Prince Edward Island), s. 90(2) · Read it at Prince Edward Island · Verified 2026-11-08
“The applicants may ask to have embodied in the letters patent any provision which could under this Part be contained in any bylaw of the corporation.”
Companies Act (Prince Edward Island), s. 90(3) · Read it at Prince Edward Island · Verified 2026-11-11
A Nova Scotia society begins on a memorandum in the Act’s own form, sent to the Registrar with the by-laws the subscribers agreed on, the first directors and the registered office. Its by-laws are made and changed by special resolution, must speak to the matters Schedule B lists, and take effect only when the Registrar approves them. Binds: Nova Scotia societies.
The law’s own words
“Any five or more persons, desiring to incorporate a society, may make and subscribe a memorandum in the form in Schedule A, and shall transmit it, with the by-laws of the society agreed upon by them for the administration of the society, and the proper fees to the Registrar, together with a list of the persons appointed by the subscribers to act as first directors … the address of the registered office of the society and the place where its activities will be chiefly carried on.”
Nova Scotia Societies Act, s. 5 · Read it at Nova Scotia · Verified 2026-11-11
“A society may by special resolution make, amend or repeal by-laws, not inconsistent with this Act or with its memorandum, for the conduct and management of its activities and affairs.”
Nova Scotia Societies Act, s. 13(1) · Read it at Nova Scotia · Verified 2026-11-11
“The by-laws of every society shall contain provisions in respect of the several matters mentioned in Schedule B.”
Nova Scotia Societies Act, s. 13(2) · Read it at Nova Scotia · Verified 2026-11-11
“No by-law or amendment to by-laws shall take effect until the Registrar approves of it.”
Nova Scotia Societies Act, s. 13(3) · Read it at Nova Scotia · Verified 2026-11-11
Nova Scotia Societies Act, sections 5 and 13
“Any five or more persons, desiring to incorporate a society, may make and subscribe a memorandum in the form in Schedule A, and shall transmit it, with the by-laws of the society agreed upon by them for the administration of the society, and the proper fees to the Registrar, together with a list of the persons appointed by the subscribers to act as first directors, stating their full names, addresses and occupations and the period for which they will so act, the address of the registered office of the society and the place where its activities will be chiefly carried on.” “The by-laws of every society shall contain provisions in respect of the several matters mentioned in Schedule B.”
Source: Nova Scotia Legislature — Societies Act, RSNS 1989, c. 435, ss. 5, 13 · Checked 2026-11-11
The by-laws stand in the founding documents: they set the classes of membership, the qualification for membership and the removal of a member’s name, and the directors’ by-laws set the rules of the company’s meetings. Binds: New Brunswick companies without capital stock (Companies Act, s. 18).
The law’s own words
“the company may, in the absence of other express provisions therefor in the letters patent, make by-laws to determine the qualification for membership and for the removal of the names of those members who may cease to be qualified”
Companies Act (New Brunswick), s. 18(2)(d) · Read it at New Brunswick · Verified 2026-11-11
“no by-law of the company for the removal of the name of a member from the company registry has any force or effect whatever until approved of by at least two-thirds of the votes cast at a special general meeting of the members of the company duly called for considering the same”
Companies Act (New Brunswick), s. 18(2)(j) · Read it at New Brunswick · Verified 2026-11-11
“No by-law made under this section is effective until it has been confirmed by at least two-thirds of the votes cast at a general or special meeting of the members duly called for considering the by-law.”
Companies Act (New Brunswick), s. 13.1(4) · Read it at New Brunswick · Verified 2026-11-11
“The directors may administer the affairs of the company in all things … and may make by-laws not contrary to law or to the letters patent of the company or to this Act, as to the following matters: … (e) the time and place for the holding of the annual meetings of the company, the calling of meetings, regular and special, of the board of directors and of the company, the quorum, the requirements as to proxies, and the procedure in all things at such meetings”
Companies Act (New Brunswick), s. 96(1) · Read it at New Brunswick · Verified 2026-11-11
A Manitoba corporation without share capital is set up under Part XXII of the Act. Its articles state the restrictions on the undertaking it may carry on, and that each first director becomes a member on incorporation. Its by-laws carry the rest — who may join, the fees and dues, how membership ends, and the conduct of its affairs. The corporation keeps not fewer than three directors; its classes of membership, if it has them, stand in its articles or by-laws with their terms; members join by resolution of the directors; and a member’s interest is not transferable — it lapses on death, or when the member ceases to be one. Binds: Manitoba corporations without share capital (The Corporations Act, Part XXII).
The law’s own words
“The articles shall be in the form the Director requires and in addition shall state (a) the restrictions on the undertaking that the corporation may carry on”
The Corporations Act (Manitoba), s. 268 · Read it at Manitoba · Verified 2026-11-11
“that each first director becomes a member of the corporation upon its incorporation”
The Corporations Act (Manitoba), s. 268 · Read it at Manitoba · Verified 2026-11-11
“The directors of a corporation may pass by-laws, not contrary to this Act or to the articles of the corporation, regulating (a) the admission of persons and unincorporated associations as members …; (b) the fees and dues of members; … (d) the suspension and termination of membership by the corporation and by a member; … (j) the conduct in all other particulars of the affairs of the corporation.”
The Corporations Act (Manitoba), s. 275 · Read it at Manitoba · Verified 2026-11-11
The Corporations Act (Manitoba), section 268
“The articles shall be in the form the Director requires and in addition shall state (a) the restrictions on the undertaking that the corporation may carry on … (d) that each first director becomes a member of the corporation upon its incorporation”
Source: Manitoba Laws — The Corporations Act, CCSM c C225, s. 268 · Checked 2026-11-11
Saskatchewan’s directors make, amend or repeal the bylaws by resolution, and put each change to the members at the next meeting, where the members may confirm it, reject it or amend it. Binds: Saskatchewan corporations under The Non-profit Corporations Act, 2022.
The law’s own words
“Unless the articles, bylaws or a unanimous member agreement provide otherwise, the directors, by resolution, may make, amend or repeal any bylaws that regulate the activities and affairs of the corporation.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-3(1) · Read it at Publications Saskatchewan · Verified 2026-11-11
“The directors shall submit a bylaw, or an amendment or a repeal of a bylaw, made pursuant to subsection (1) to the members at the next meeting of members, and the members, by ordinary resolution, may confirm, reject or amend the bylaw, amendment or repeal.”
The Non-profit Corporations Act, 2022 (Saskatchewan), s. 9-3(2) · Read it at Publications Saskatchewan · Verified 2026-11-11
Give the society bylaws that cover all ten matters the Act names, change them only by special resolution registered with the Registrar, and let any member have a copy of the application and bylaws for fifty cents or less. Binds: Alberta societies (Societies Act, RSA 2000, c S-14).
The law’s own words
“The bylaws that accompany the application shall contain provisions for all the following matters: (a) terms of admission of members and their rights and obligations; (b) the conditions of withdrawal of members and the manner, if any, in which a member may be expelled; (c) the mode and time of calling general and special meetings of the society and number constituting a quorum at any of those meetings and rights of voting”
Societies Act (Alberta), s. 9(4) · Read it at King’s Printer for Alberta · Verified 2026-11-11
“(d) the appointment and removal of directors and officers and their duties, powers and remuneration; (e) the exercise of borrowing powers; (f) the audit of accounts; (g) the custody and use of the seal of the society; (h) the manner of making, altering and rescinding bylaws”
Societies Act (Alberta), s. 9(4) · Read it at King’s Printer for Alberta · Verified 2026-11-11
“The bylaws of a society shall not be rescinded, altered or added to except by special resolution of the society.”
Societies Act (Alberta), s. 15(1) · Read it at King’s Printer for Alberta · Verified 2026-11-11
“No rescission or alteration of or addition to a bylaw has effect until it has been registered by the Registrar.”
Societies Act (Alberta), s. 15(2) · Read it at King’s Printer for Alberta · Verified 2026-11-11
“A society shall furnish to a member, at the member’s request and on payment of a sum not exceeding $0.50, a copy of its application for incorporation and bylaws.”
Societies Act (Alberta), s. 30 · Read it at King’s Printer for Alberta · Verified 2026-11-11