| Note: this is not legal advice. You are always cautioned | | | | the officers have, describes how director and member |
| to turn to an Ontario lawyer if you feel you need to. I | | | | meetings are to happen, and deals with other |
| am only providing this information for educational | | | | procedural matters. |
| purposes only. | | | | 3. Prepare the member registry and the director |
| Typically, interest groups will mobilize and need a | | | | registry. |
| formal legal structure through which to organize | | | | 4. Get a minute book and a corporate seal (this is |
| themselves and approach third parties. Having a | | | | optional). |
| formally incorporated not-for-profit Association adds | | | | 5. Have the first director meeting. At this meeting, the |
| credibility to your cause, but it also carries with it a lot | | | | initial 3 directors of the Association will need to pass |
| of headache and paperwork. | | | | By-Law No. 1. This should be noted in the minutes of |
| A not-for-profit Association is a corporation that has | | | | the meeting of the directors. Next, the directors should |
| members instead of shareholders (hence, it's called a | | | | admit new members and fill in the membership registry |
| corporation without share capital) and it cannot | | | | and make a note of this in the meeting minutes. |
| distribute any profits to its members (unlike a | | | | 6. Next comes the membership meeting. Here, the |
| corporation with share capital). These types of | | | | members will approve of By-Law No. 1, elect new |
| corporations are made for social, religious, charitable, | | | | directors, and appoint an Auditor. These things should |
| etc. purposes and must use their resources only for | | | | be noted in the meeting minutes for the members. |
| those ends. At the end of the day, if the Association | | | | 7. After the member meeting is complete, the new |
| has the resources it needs, things will run smoothly. | | | | directors will have another meeting. They will pass a |
| Otherwise, it can be a one-person show with | | | | resolution appointing officers (e.g. President, CEO, VP, |
| countless volunteer hours poured into an unsustainable | | | | Treasurer, etc.) and discuss the business and affairs of |
| cause. | | | | the Association. |
| What follows is a brief overview of how I have gone | | | | 8. Keep in mind that you should fill in the director's |
| about incorporating a not-for-profit Association in | | | | registry and file with the Ministry of Consumer and |
| Ontario. | | | | Business Services an Initial Return indicating who the |
| 1. Write a cover letter to the Ministry of Consumer and | | | | new directors of the Association are. |
| Business Services, indicating that you are filing an | | | | 9. Finally, the officers of the Association can deal with |
| application to establish a not-for-profit corporation. You'll | | | | banking and accounting matters, logos and business |
| need to include a completed Letters Patent application | | | | stationary, and determine whether the Association |
| (this is the name of the document that creates the | | | | must register with the Ontario and Federal |
| corporation, based on the Ontario Corporations Act), a | | | | Governments for Income Tax Purposes. |
| NUANS name search report, and a cheque payable to | | | | Please note that each of these steps will involve a |
| the Minister of Finance (either $155.00 or $255 for | | | | number of documents to be properly filled out (e.g. |
| expedited service). It usually takes 6-8 weeks to | | | | cover letter, Letters Patent Application, By-Law No. 1, |
| process a normal Letters Patent application or 7 | | | | Membership Registry, Director Registry, Meeting |
| business days for expedited service. | | | | Minutes and Resolutions therein, etc.). You are advised, |
| 2. Prepare for the first director meeting by drafting By | | | | once again, to consult a lawyer (e.g. by making a post |
| Law No. 1. A By-Law is a power-giving document that | | | | on Dynamic Lawyers) if you wish to have these things |
| defines the powers which the board of directors and | | | | done for you. |