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Articles of Incorporation and By-Laws

  • 06 Nov 2020 1:51 PM
    Message # 9348971
    Deleted user

    We are a Canadian Registgered Charity. 

    I am asked to locate our Articles of Incorporation and wonder if our By-laws are sufficient even though they do not contain the purpose of the charity. This was establshed when it became a charity.

    What is the difference between articles of incoropration and the by-laws? I have also found some letters patent where one charity was dissolved and an exisiting one took over.

    Any advice will help.

  • 08 Nov 2020 8:58 PM
    Reply # 9351925 on 9348971
    Deleted user

    The Articles of Incorporation are the most basic foundation of a corporation. They are issued by the government and create the corporation. They define the most fundamental organs of the corporation (members’ entitlements, basic Board structure, etc.). 

    The By-laws are adopted by the Board and confirmed by the members. They also provide for high level governance, but are more detailed and more granular than the Articles. 

    Board resolutions are the most granular level of governance. They are adopted by the directors and deal with issues ranging from structural governance (charters, delegation rules, appointment of officers, etc.) and day to day management (hiring, firing, purchasing, borrowing, banking, etc.).

    GPC offers a wealth of learning opportunities that provide the information and tools needed by governance professionals in meeting their day to day responsibilities. 

    I hope this helps. 

    Last modified: 08 Nov 2020 8:59 PM | Deleted user

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