Author: Press Secretary

Canadian charities can participate in political activities, but only within strict limits set by the law. They are allowed to engage in public policy dialogue and advocacy as long as their actions are non-partisan and directly support their charitable purpose.

This means charities can influence laws and policies but cannot support or oppose any political party or candidate.

These rules help charities focus on their mission without becoming involved in election campaigns or political endorsements. Charities must keep their political work connected to their stated purposes and avoid anything that looks like backing a specific party or candidate, especially during elections.

Understanding these guidelines is important for anyone interested in how charities operate within Canada’s legal system. This article will explain what is allowed and what is prohibited, offering clear insight into the political role of Canadian charities.

Legal Status of Political Campaign Participation

Canadian charities have clear legal boundaries when it comes to engaging in political campaigns. These boundaries are set by charity law and the Income Tax Act, which regulate the nature and extent of political involvement allowed while maintaining charitable status.

The Canada Revenue Agency (CRA) plays a key role in overseeing compliance with these laws.

Charity Law and the Income Tax Act

Charity law in Canada requires that a charity have exclusively charitable purposes. Political purposes, such as supporting a political party or candidate, are not considered charitable.

The Income Tax Act (ITA) reflects this by restricting charities from engaging in partisan political activities.

Charities can participate in non-partisan political activities if these are connected and subordinate to their charitable goals. Non-partisan political activities include public policy dialogue and communications that do not explicitly support or oppose any political party or candidate.

The ITA prohibits charities from spending too much of their resources on political activities that stray beyond their charitable purposes. Attempting to influence laws or government policies for partisan reasons can risk their registered status.

Registered Charities and Charitable Status

To maintain registered charity status, organizations must devote all their resources to charitable purposes. Charities may engage in political activities only if these further their stated charitable objectives without bias toward political parties.

If a charity focuses largely on political campaigns or partisan actions, it risks losing its charitable status. Any political activity must remain secondary and limited in scope.

Charities can inform the public about issues, but cannot call for political action supporting specific parties or candidates.

Charities that want to participate extensively in political campaigning can set up separate non-charitable organizations. These bodies can freely engage in politics but cannot issue tax receipts or receive funding from the charity for political purposes.

Canada Revenue Agency Oversight

The CRA monitors charities to ensure compliance with the Income Tax Act and charity law. It assesses whether political activities are non-partisan and connected to charitable purposes.

The CRA may investigate if a charity appears to use too much of its resources on political activities or partisan causes.

The agency provides guidance to charities on allowable political activities and enforces rules against illegal or partisan involvement. It requires that charities avoid explicitly supporting or opposing political parties or candidates in public communications.

Failure to follow CRA rules on political activities can result in penalties or the revocation of charitable status. The CRA regularly updates its policies to reflect changes in law and consults with the voluntary sector to clarify acceptable political engagement.

Defining Political Activities and Charitable Purposes

Canadian charities must clearly separate their charitable purposes from political activities. They can engage in some political actions but only if these are non-partisan and support their charitable goals without crossing legal limits.

Understanding the differences helps charities stay compliant.

Charitable Purposes vs. Political Purposes

Charitable purposes are goals recognized by law to provide a public benefit. These include activities like relieving poverty, advancing education, or protecting the environment.

A charity’s purpose must be clearly stated in its governing documents.

Political purposes focus on supporting or opposing a political party or candidate, or trying to change laws or government decisions. These are not allowed as a charity’s main goal because political purposes do not meet the legal definition of charity.

Courts say charities must avoid taking sides in political debates.

A charity may partake in political activities only if they are directly connected and subordinate to its charitable purpose. This means political efforts must help further its main goals, not replace them.

Types of Political Activities

Political activities include efforts to influence public policy or encourage political action. These must be non-partisan or neutral.

Prohibited activities include:

• Supporting or opposing a political party or candidate
• Partisan campaigning or direct political lobbying

Permitted political activities are:

• Public policy dialogue related to the charity’s purpose
• Providing well-reasoned information without urging support for a party or candidate
• Encouraging public engagement in policy debate in a neutral way

Charities must ensure political activities do not become their primary focus to maintain their registered status.

Political Campaigns and Advocacy

Charities are not allowed to take part in election campaigns by supporting or opposing candidates or parties. Doing so risks their charitable status.

However, charities can engage in advocacy to influence policies that align with their charitable purposes. This means informing the public, commenting on laws, or speaking with policymakers about issues relevant to their mission.

All advocacy must avoid direct political endorsements and must be based on solid evidence and charity goals. Advocacy cannot ask the public to vote for or against specific candidates or parties.

It must contribute to public policy debate without becoming partisan.

Permitted Political Activities for Charities

Canadian charities can engage in specific political activities if they relate directly to their charitable purposes. These activities must not support or oppose any political party or candidate.

Charities focus on influencing public policy in ways that benefit the public and align with their missions.

Public Policy Dialogue and Development Activities

Charities may take part in public policy dialogue and development activities (PPDDAs) when these activities further their charitable purposes. This includes research, advocacy, or discussions aimed at changing laws, policies, or government decisions.

For example, a charity focused on education might lobby for better school funding. These activities must provide a clear public benefit and be connected to the charity’s stated purpose, such as advancing education or providing social services.

There are no limits on how much time or resources a charity can dedicate to PPDDAs, as long as they do not support political parties or candidates directly or indirectly.

Non-Partisan Political Activity

Charities must remain non-partisan in their political activities. This means they cannot directly or indirectly support or oppose any political party or candidate, even during elections.

They may share information about the policy positions of parties in a neutral way, but must avoid endorsement or criticism of specific individuals running for office.

Examples of prohibited actions include endorsing a candidate on social media, donating resources to a campaign, or allowing a political party to use charity facilities. Instead, charities focus on issues, not parties or candidates.

Public Awareness Campaigns

Charities may run public awareness campaigns to educate people about issues related to their charitable purposes. These campaigns often aim to inform the public or influence government policy on topics like poverty, health, or the environment.

Such campaigns must be factual and not misleading. They can include social media posts, newsletters, or public events but must avoid partisan content or calls to support or oppose a political party or candidate.

These campaigns help charities advance their causes by raising understanding and encouraging participation in public policy discussions without getting involved in partisan politics.

Prohibited Political Activities and Partisanship

Canadian charities must avoid any actions that support or oppose political parties or candidates. Their activities must remain neutral to keep their registered status.

Certain political activities are specifically banned to prevent partisanship and protect the charity’s focus on its stated purpose.

Partisan Political Activities

Partisan political activities are illegal for Canadian charities. These include any direct or indirect support or opposition to political parties or candidates for public office.

For example, charities cannot endorse a political party, fund a campaign, or publicly oppose a candidate.

This restriction applies broadly to activities involving elected representatives and public officials. Even indirect actions, such as providing resources that benefit one party or candidate, are prohibited.

Charities must keep their advocacy strictly non-partisan and focused on issues, not on election outcomes.

Endorsement of Political Parties or Candidates

Charities cannot endorse or appear to support political parties or candidates in any way. This includes social media posts, public speeches, or invitations to events that favor one candidate over others.

Showing partiality during elections damages neutrality and breaks legal rules.

Inviting all candidates equally to speak is allowed, but favoring one is not. Charities also cannot donate funds, provide free services, or allow their assets to be used by political parties or candidates.

Monitoring public platforms for partisan comments and removing these is recommended to maintain compliance.

Consequences for Violations

Violating these rules can lead to serious consequences. The Canada Revenue Agency (CRA) may revoke the charity’s registration, removing its tax-exempt status.

Charities can also face penalties or legal action for improper political involvement. Loss of status means charities lose donor tax benefits and face increased scrutiny.

Maintaining clear records showing no partisan activity helps charities during audits. Even unintentional support or opposition, revealed through internal documents or staff actions, can be grounds for sanctions.

Operational Guidelines and Best Practices

Canadian charities must carefully manage how they engage in political activities to stay within legal limits and maintain their status. Proper use of resources, detailed record-keeping, and focusing on public policy rather than elections are essential to comply with CRA rules and avoid risks.

Resource Allocation and Expenditure Limits

Charities can devote up to 100% of their resources to public policy dialogue and development activities (PPDDAs) linked to their charitable purposes. The Income Tax Act does not set a specific limit on spending for these activities.

However, charities must avoid any direct or indirect support of political parties or candidates.

Spending on media campaigns, such as newspaper ads or mail campaigns, must relate strictly to policy issues, not election outcomes. Charities may transfer resources to qualified donees for political advocacy that aligns with their purposes.

All expenditures should be reasonable, necessary, and proportionate to the charity’s mission, following CRA’s policy statement CPS-022.

Transparency and Record-Keeping

Maintaining clear and accurate records is critical. Charities must document how each political activity furthers their stated charitable purpose.

This includes internal communications like emails, meeting minutes, and strategic reports, as well as external materials like newsletters, social media posts, and advertisements. Records should show the connection between political activities and public benefit.

A communications specialist can help ensure that public messages are truthful, not misleading, and comply with CRA guidelines. Transparent record-keeping also prepares charities for audits and supports continued registration.

Engaging in Public Policy Without Campaigning

Charities may advocate for changes to laws, policies, or government decisions linked to their charitable goals but must avoid supporting or opposing any political party or candidate.

This means they can lobby or mobilize the public on issues but cannot endorse or campaign for election winners.

Activities like hosting public forums with all candidates or promoting policy issues evenly among parties are permitted. Charities should focus on policy-based messaging and avoid partisan language.

Following CRA’s guidelines helps them use advocacy to further their mission without risking legal problems.

Recent Changes and Evolving Guidance

Canadian laws and policies have changed to give charities clearer rules on political activities. These changes focus on what charities can do without risking their registered status.

Updates to laws and policy statements help define limits and provide more flexibility for advocacy that matches their charitable goals.

Amendments to the Income Tax Act

The Income Tax Act now allows charities to engage in unlimited public policy dialogue and development activities (PPDDAs) as long as these activities further their stated charitable purposes.

This means charities can spend up to 100% of their resources on advocacy, lobbying, or other public policy efforts that support their mission.

However, the Act strictly forbids charities from supporting or opposing any political party or candidate. This ban covers both direct and indirect support.

Charities may express opinions about laws or policies but cannot endorse or work for any candidate or party.

CRA Policy Statement Updates

The Canada Revenue Agency (CRA) replaced its previous policy statement CPS-022 with updated guidance on political activities. This guidance clarifies what is allowed under the new legal framework.

It emphasizes the need for charities to keep detailed records showing how their political activities connect to their charitable purposes.

The updated policy also explains that charities can provide information, conduct research, advocate for policy changes, and mobilize public participation. It warns against any actions that look like direct or indirect support for political parties or candidates, especially during elections.

Impact on Charities in Canada

These changes have expanded the advocacy space for charities. Charities are now encouraged to take a more active role in public policy.

They can engage in debates and influence laws related to their objectives without fearing loss of status. At the same time, charities must carefully avoid prohibited activities.

Maintaining transparency in communications and monitoring public platforms help prevent unintentional political endorsements. The evolving guidelines require charities to balance active participation with strict legal compliance.

This ensures their political work remains focused on charitable goals.

Lobbying and Advocacy Techniques for Charities

Canadian charities use specific methods to influence public policy and support their missions. These methods must follow rules to keep their status and remain non-partisan.

Effective lobbying and advocacy include working with officials and focusing on issues. Charities must also respect legal limits.

Collaborating with Public Officials

Charities can meet with public officials to share information and suggest policy changes related to their cause. These meetings are a chance to provide evidence-based advice without endorsing any political party or candidate.

It is important for charities to be clear and factual when talking with public officials. Staying mission-focused helps build trust and keeps charities involved in policy discussions.

Charities must record their contacts and keep track of the topics discussed. This transparency supports accountability and compliance with federal rules.

Conducting Issue-Based Campaigns

Charities can run campaigns that focus on specific social or environmental issues tied to their goals. These campaigns raise public awareness and aim to influence policy without supporting parties or candidates.

Tools include publishing reports and hosting educational events. Social media can also be used to share non-biased information.

This approach helps charities build community support and encourage public discussion. Campaigns should avoid political language or partisan messages.

The focus stays on facts and solutions related to the charity’s mission. This keeps advocacy legal and effective.

Working Within Legal Boundaries

Charities must follow strict regulations when engaging in lobbying and advocacy. Activities should not overshadow their main charitable work.

They must avoid partisan political actions. Federal rules require charities to register certain lobbying efforts and report them properly.

Staff and volunteers should be trained on these rules to avoid problems. Maintaining detailed records of all advocacy activities helps charities prove compliance.

This protects their registered status and ensures they can continue influencing policy safely.

Practical Tips for Staying Compliant

If you’re part of a Canadian charity, you might be wondering how you can get involved in political issues while staying within the rules. Political engagement can be a powerful way to advocate for your mission, but it’s important to follow the guidelines set by the Canada Revenue Agency (CRA). This article breaks down these rules and offers practical tips to help your charity make an impact without crossing any lines.

‍What Are the Rules for Charities Engaging in Politics?

In Canada, registered charities are allowed to engage in political activities, but only under certain conditions. The CRA’s rules aim to ensure charities remain focused on their charitable goals and steer clear of partisan politics.‍

1. Non-Partisan Activities Only

Your charity cannot support or oppose a specific political party or candidate. Here’s what this means:

• Allowed: Raising awareness about an issue that aligns with your charity’s purpose, like hosting a community forum on climate change.
• Not Allowed: Publicly endorsing a candidate in an election.

2. Advocacy Must Connect to Your Mission

Charities can advocate for changes to laws or policies as long as it’s tied to their mission. For example:

• An environmental charity might campaign for stronger pollution regulations.
• A health charity could push for better mental health funding.

3. Resource Allocation Matters

While there’s no longer a strict percentage limit on political activities, these efforts must not overshadow your core charitable work. Keep political advocacy secondary to your main activities.

How Can Charities Engage Without Crossing the Line?

Here are some practical ways your charity can get involved in political discussions while staying compliant:

1. Educate the Public

Create opportunities to inform your community about issues you care about. For instance, publish educational materials or host workshops. A charity focused on poverty reduction might hold seminars on affordable housing policies.

2. Submit Policy Proposals

Write evidence-based recommendations for policymakers. For example, a charity working on food security could present ideas for reducing food waste to a provincial government.

3. Collaborate with Others

Work with other organizations to amplify your voice. Teaming up with like-minded groups can make your message stronger—just ensure the focus stays on the issue, not politics.

4. Be Strategic on Social Media

Social platforms are great for spreading your message but keep your posts neutral. Share facts, encourage discussion, and avoid showing support for any political party or candidate.

Consequences of Non-Compliance

Failing to follow CRA guidelines can have serious consequences, including losing your registered charity status. To stay on track:

• Keep Records: Document your activities, including what you did, why, and how it aligns with your mission.
• Train Your Team: Make sure staff and volunteers understand the rules.
• Use Available Resources: The CRA’s webinar on registered charities and political activities is a great place to start.

Conclusion

Canadian charities can engage in political activities, but only within clear legal limits. Their actions must be non-partisan and connected to their charitable purposes.

They should not support or oppose any political party or candidate. Understanding these rules helps charities avoid risks to their registered status.

Engaging in political issues is a meaningful way for Canadian charities to drive change. By following CRA rules, your charity can participate in public policy discussions while protecting its registered status. Learn more by checking out the CRA’s webinar on this topic reference above.

For charities with questions or concerns about political involvement, contacting Northfield & Associates is a smart step. They offer expert advice on navigating complex rules and ensuring compliance.

At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian charity law and can help ensure your organisation follows proper procedures.

Get professional support today by email at info@northfield.biz, by phone at (416) 317-6806, or visit us or Schedule your free consultation to discuss your specific circumstances and receive expert assistance throughout the reinstatement process with our experienced legal team.

Frequently Asked Questions

Canadian charities must carefully follow rules on political activities. These rules limit donations, campaigning, and partisan support to ensure charities stay within legal boundaries.

Missteps can risk their registered status.

Can charities donate to political campaigns?

No. Canadian charities cannot donate money or resources to political parties or candidates.

Giving funds to support political campaigns is against the rules and can threaten a charity’s registration.

Can federal employees volunteer for political campaigns?

Yes, federal employees may volunteer for political campaigns, but they must follow specific workplace rules to avoid conflicts of interest.

Their volunteering should be done on personal time without using their official position.

Are political parties non profit?

Political parties in Canada are not considered charities, but they operate as nonprofit organizations. They have separate rules and regulations distinct from charities.

This is especially important regarding fundraising and political activities.

Can Canadian charities participate in political campaigns?

Canadian charities cannot directly support or oppose political parties or candidates. They may engage in public policy dialogue and advocacy connected to their charitable purposes.

These activities must be clearly non-partisan.

What does “non-partisan” mean for charities?

For charities, non-partisan means not supporting or opposing any political party or candidate. Charities may discuss issues related to their mission but cannot endorse or criticize specific parties or politicians.

What happens if a charity violates the CRA’s political activity rules?

If a charity breaks the rules, the Canada Revenue Agency (CRA) can investigate.

Consequences include warnings, penalties, or removal of charitable status.

Losing charitable status stops the charity from issuing tax receipts and receiving tax benefits.

What We Do!

We’re often asked by prospective clients what our Bookkeeping Service covers?  People want to know what specific tasks we do, and what their responsibility is.  This brief explainer page will answer that question.  This is by no means an exhaustive list, but covers the most frequently asked questions.

Getting Started

• Review your existing books for needed corrections or back-work
• Chart of accounts setup or amendment
• Assistance with setting up bank feeds
• Limited assistance* with setting up payroll (QBO or Gusto only)
• Your books brought current and reconciled if needed

Ongoing Monthly Bookkeeping

• After-the-fact transaction recording
• Post to general ledger
• Post to other ledgers (as needed)
• Bank account reconciliation
• Monthly financial statements
• Other bookkeeping services, as required
• Best-practice bookkeeping advice and counsel

Year End

• Assistance with 1099-NEC preparation*
• Assistance with 1099-MISC preparation*
• Year-end financial statements and period-end closing

What We Don’t Do

Pay bills

We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).

Payroll tax responsibility

Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state.  Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.

*Payroll deductions and benefits

We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data.  We do not assist in state registrations, benefits, or advise on deductions.  Those service areas are provided directly by either QBO or Gusto.

Preparation of W2s

Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.

Sales tax reporting

For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.

Donation recording

We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.

Administrative tasks

We cannot provide administrative services unrelated to our bookkeeping function.

Attend board meetings

Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.

Contact us today to schedule your consultation.

Working with Our Firm

In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

Take the First Step Today

If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.

Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.

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• If you or anybody that you know, think that you meet the requirements and wish to receive further information.
• We can help you start the application process and confirm eligibility requirements to participate.
• We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.

About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

Forward-Looking Information

This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

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NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.

Sample Bylaws for Nonprofits Incorporated in Ontario

We are often asked by not-for-profits for a sample of bylaws that they can use for their Not-for-Profit and Charity.

Below is a bylaw template which can be used by Not-for-Profits incorporated specifically in Ontario. It was drafted with the pending ONCA legislation, which is likely to come into force in the coming year (2022/2023)

Please see our sister post with sample bylaws which can be used specifically by Not-for-Profits incorporated federally, under the Not-for-Profits Act (Canada).

Note that:

1. Bylaws have unlimited possibilities which can have a very real impact on  the long-term viability of a not-for-profit, so it is recommended that your bylaws should be carefully reviewed by a lawyer who specializes in charity and not-for-profit law, to ensure that all governance risks are addressed.

2. The bylaws sample below is specifically for single class membership nonprofits. We typically recommend dual membership classes for greater control to our non-for-profit and charity clients. For a sample of dual membership class bylaws, please contact our office at the number below.‍

BYLAW NO. 1

A bylaw relating generally to the transaction of the business and affairs of __________________ (the “Corporation”).

1. General

1. Definitions
2. “Act” means the Corporations Act (Ontario) until such time as the Ontario

Not-for-profit Corporations Act, 2010, (“ONCA”) is proclaimed in force, and thereafter shall mean the ONCA, together with the Regulations as from time to time is amended and every statute and Regulation that may be substituted therefore and, in the case of such substitution, any reference in these bylaws to provisions of the Act shall be read as references to the substituted provisions in the new statutes or Regulations;

2. “AGM” means the Annual General Meeting;
3. “Board” means the board of directors of the Corporation;
4. “Director” means an individual occupying the position of director of the Corporation by whatever name he or she is called;
5. “Member” means a member of the Corporation;
6. “Members” means all classes of membership in the Club as set out in Article 8; and
7. “Meeting of the Members” means any meetings of the classes of membership.
8. Interpretation

Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

3. Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

4. Seal

The seal of the Corporation, if any, shall be in the form determined by the Board.

5. Execution of Contracts

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any Director or Officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

1. Election and Term
2. Directors

The Directors shall be elected by the Members. The term of office of the Directors (subject to the provisions, if any, of the articles) shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed. At the end of their respective term each Director may stand for re-election.

2. Vacancies

The office of a Director shall be vacated immediately:

1. if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
2. if the Director dies;
3. if the Director becomes bankrupt;
4. if the Director is found to be incapable of managing property by a court or under Ontario law; or
5. if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director’s term of office.
6. Filling Vacancies

A vacancy on the Board shall be filled only by a vote of the Members.

4. Committees

Committees may be established by the Board as follows:

1. The Board may appoint from their number a managing Director or a committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated; and
2. Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time.
3. Remuneration of Directors

No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Corporation in another capacity. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.

1. Calling of Meetings
2. Board Meetings

Meetings of the Directors may be called by the Chair, president or any two Directors at any time and any place on notice as required by this by-law

2. Regular Meetings

The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

3. Notice

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this by-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.

4. Chair

The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.

5. Voting

Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In case of an equality of votes, the Chair shall have a second vote or casting vote.

6. Participation by Telephone or Other Communications Facilities

If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting. A Director participating by such means is deemed to be present at that meeting.

1. Banking
2. Financial

The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.

2. Financial Year

The financial year of the Corporation ends on December 31 in each year or on such other date as the Board may from time to time by resolution determine.

1. Officers
2. Officers

The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.

2. Office Held at Board’s Discretion

Any Officer shall cease to hold office upon resolution of the Board.

3. Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.

4. Duties of the Chair

The Chair shall perform the duties described in sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.

5. Duties of the President

The president shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time

6. Duties of the Treasurer

The treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.

7. Duties of the Secretary

The secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.

6. Protection of Directors and Others
7. Protection of Directors and Officers

No Director, Officer or committee member of the Corporation is be liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

1. complied with the Act and the Corporation’s articles and By-laws; and
2. exercised their powers and discharged their duties in accordance with the Act.
3. Conflict of Interest
4. Conflict of Interest

A Director who is in any way directly or indirectly interested in a contract or transaction, or proposed contract or transaction, with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors or vote on any resolution to approve any such contract or transaction.

1. Members
2. Members

The Board may, by resolution, approve the admission of the Members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the Board by resolution. The following conditions of Membership shall apply:

Members shall be individuals who have applied and been accepted for Membership in the Corporation. The term of Membership shall be one year, subject to renewal in accordance with the policies of the Corporation.

Subject to the Act and the Letters Patent, each Member is entitled to receive notice of, attend, and vote at all meetings of Members, and each Member shall be entitled to one (1) vote at such meetings.

2. Membership

A Membership in the Corporation is not transferable and automatically terminates if the Member resigns or such Membership is otherwise terminated in accordance with the Act.

3. Disciplinary Act or Termination of Membership for Cause

1. Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of Membership for violating any provision of the articles or By-laws.
2. The notice shall set out the reasons for the disciplinary action or termination of Membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of Membership.
3. Annual Meeting
4. Members’ Meetings

The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than 21 days before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report and other financial information required by the By-laws or articles. The business transacted at the annual meeting shall include:

1. receipt of the agenda;
2. receipt of the minutes of the previous annual and subsequent special meetings;
3. consideration of the financial statements;
4. report of the auditor or person who has been appointed to conduct a review engagement;
5. reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year;
6. election of Directors; and
7. such other or special business as may be set out in the notice of meeting.

No other item of business shall be included on the agenda for annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act, so that such item of new business can be included in the notice of annual meeting.

2. Special Meetings

The Directors may call a special meeting of the Members. The Board shall convene a special meeting on written requisition of not less than onetenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition

3. Notice

Subject to the Act, not less than 10 and not more than 50 days written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member and to the auditor or person appointed to conduct a review engagement (Section 55(1)(a) & (c)).

Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken (Section 55(8)(a)). Notice of each meeting must remind the Member of the right to vote by proxy (Section 65).

4. Quorum

A quorum for the transaction of business at a Members’ meeting is a majority of the Members entitled to vote at the meeting, whether present in person or by proxy (Section 64(1)). If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

5. Chair of the Meeting

The Chair shall be the chair of the Members’ meeting; in the Chair’s absence, the Members present at any Members’ meeting shall choose another Director as chair and if no Director is present or if all of the Directors present decline to act as chair, the Members present shall choose one of their number to chair the meeting.

6. Voting of Members

Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law provided that:

1. each Member shall be entitled to one vote at any meeting;
2. votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote;
3. an abstention shall not be considered a vote cast;
4. before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct;
5. if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and
6. whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the chair of the meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
7. Adjournments

The Chair may, with the majority consent of any Members’ meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days of more. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

8. Persons Entitled to be Present

The only persons entitledto attend a Members’ meeting are the Members, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.

1. Services
2. Notices

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement shall be provided by telephone, delivered personally (Section 196), or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation and to the auditor or the person who has been appointed to conduct a review engagement at its business address, or if no address be given then to the last address of such Member or Director known to the secretary; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.

2. Computation of Time

Where a given number of days’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.

3. Error or Omission in Giving Notice

No error or accidental omission in giving notice of any Board meeting or any Members’ meeting shall invalidate the meeting or make void any proceedings taken at the meetings

11. Adoption and Amendment of By-laws‍

11.1. Amendments to By-laws

The Members may from time to time amend this By-law by a majority of the votes cast. The Board may from time to time in accordance with the Act pass or amend this By-law other than a provision respecting the transfer of a Membership or to change the method of voting by Members not in attendance at a meeting of Members.

Enacted by the Board on the day of , 20   .

Schedule A Position Description of the President Role Statement

The president provides leadership to the Board, ensures the integrity of the Board’s process and represents the Board to outside parties. The president co-ordinates Board activities in fulfilling its governance responsibilities and facilitates co-operative relationships among Directors and between the Board and senior management, if any, of the Corporation. The president ensures the Board discusses all matters relating to the Board’s mandate.

Responsibilities

Agendas. Establish agendas aligned with annual Board goals and preside over Board meetings if also holding the office of Chair. Ensure meetings are effective and efficient for the performance of governance work. Ensure that a schedule of Board meetings is prepared annually.

Direction. Serve as the Board’s central point of communication with the senior management, if any, of the Corporation; provide guidance to senior management, if any, regarding the Board’s expectations and concerns. In collaboration with senior management, develop standards for Board decision-support packages that include formats for reporting to the Board and level of detail to be provided to ensure that management strategies and planning and performance information are appropriately presented to the Board.

Performance Appraisal. Lead the Board in monitoring and evaluating the performance of senior management, if any, through an annual process.

Work Plan. Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement.

Representation. Serve as the Board’s primary contact with the public.

Reporting. Report regularly to the Board on issues relevant to its governance responsibilities.

Board Conduct. Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.

Mentorship. Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with underperformance of individual Directors.

Succession Planning. Ensure succession planning occurs for senior management, if any, and Board. Committee Membership. Serve as Member on all Board committees.

Schedule B Position Description of the Treasurer Role Statement

The treasurer works collaboratively with the president and senior management, if any, to support the Board in achieving its fiduciary responsibilities.

Responsibilities

Custody of Funds. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The treasurer shall also perform such other duties as may from time to time be directed by the Board.

Board Conduct. Maintain a high standard for Board conduct and uphold policies and Bylaws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.

Mentorship. Serve as a mentor to other Directors.

Financial Statement. Present to the Members at the annual meeting as part of the annual report, the financial statement of the Corporation approved by the Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be.

Schedule C Position Description of the Secretary Role Statement

The secretary works collaboratively with the president to support the Board in fulfilling its fiduciary responsibilities.

Responsibilities

Board Conduct. Support the president in maintaining a high standard for Board conduct and uphold policies and the By-laws regarding Directors’ conduct, with particular emphasis on fiduciary responsibilities.

Document Management. Keep a roll of the names and addresses of the Members. Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, registers and the seal of the Corporation and ensure that they are maintained as required by law. Ensure that all reports are prepared and filed as required by law or requested by the Board.

Meetings. Give such notice as required by the By-laws of all meetings of the Corporation, the Board and Board committees. Attend all meetings of the Corporation, the Board and Board committees.

Disclaimer: The information contained in this article is provided for general information purposes only and does not constitute legal or other professional advice. Readers should seek tailored legal advice in relation to their personal circumstances.

At Northfield & Associates our expert teams guidance on compliance requirements. Our team understands Canadian law and can help ensure your organization follows proper procedures.

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What We Do!

We’re often asked by prospective clients what our Bookkeeping service. People want to know what specific tasks we do, and what their responsibility is. This brief explainer page will answer that question. This is by no means an exhaustive list, but covers the most frequently asked questions.

Getting Started

• Review your existing books for needed corrections or back-work
• Chart of accounts setup or amendment
• Assistance with setting up bank feeds
• Limited assistance* with setting up payroll (QBO or Gusto only)
• Your books brought current and reconciled if needed

Ongoing Monthly Bookkeeping

• After-the-fact transaction recording
• Post to general ledger
• Post to other ledgers (as needed)
• Bank account reconciliation
• Monthly financial statements
• Other bookkeeping services, as required
• Best-practice bookkeeping advice and counsel

Year End

• Assistance with 1099-NEC preparation*
• Assistance with 1099-MISC preparation*
• Year-end financial statements and period-end closing

What We Don’t Do

Pay bills

We do not offer bill-pay services at this time, nor do we manage Accounts Payable (AP) or Accounts Receivable (AR).

Payroll tax responsibility

Our bookkeepers can assist you in setting up your initial payroll service in QBO or Gusto. We are not responsible for entering payroll hours/salary, accruing payroll taxes, nor the transmittal of payroll taxes to the IRS or the state.  Your full-service payroll provider (QBO, Gusto, or whatever other service a client uses) will be the responsible party for payroll and payroll tax compliance.

*Payroll deductions and benefits

We provide assistance with setting up a payroll account in either Quickbooks Online or Gusto, including entry of employee data.  We do not assist in state registrations, benefits, or advise on deductions.  Those service areas are provided directly by either QBO or Gusto.

Preparation of W2s

Similar to the last item, your full-service payroll provider (QBO/Gusto) is responsible for preparation of Form W2 for employees.

Sales tax reporting

For those nonprofits that sell taxable goods and/or services, your bookkeeper will assist in accounting for sales taxes collected and transmitted, but we do not prepare state sales tax reports.

Donation recording

We do not provide individual donation data entry into your neither your donor CRM nor Quickbooks Online, nor do we prepare year-end donor acknowledgements.

Administrative tasks

We cannot provide administrative services unrelated to our bookkeeping function.

Attend board meetings

Due to the constraints of time and distance, we are unable to be present, physically nor virtually, at a meeting of a client’s board of directors.*May incur additional fee per 1099-NEC or 1099-MISC.

Contact us today to schedule your free consultation.

Working with Our Firm

In this evolving economic landscape, collaboration with our firm offers clients a strategic advantage. With Cambodia’s reform-driven investment environment and Canada’s expanding footprint in Southeast Asia, our team of experienced consultants and legal advisors provides tailored guidance to help businesses navigate cross-border opportunities. We focus in developing comprehensive legal strategies, structuring international partnerships, and ensuring compliance in emerging markets.

By leveraging our regional insight and international expertise, you benefit from a trusted partner dedicated to helping you capitalize on growth potential in Cambodia and beyond.

At Northfield & Associates are focus in Foreign Direct Investment (FDI), international trade missions, and cross-border legal strategy. Our team of experienced consultants and legal advisors offers tailored guidance and strategic insight to help you navigate the complexities of international partnerships and development opportunities.

Whether you choose to meet in person at one of our offices or connect virtually, we provide flexible and accessible consultation options. During your session, we’ll assess your goals, review key documentation, and guide you through every stage of your FDI or trade mission engagement.

Let us help you take the next step with confidence supported by trusted legal and strategic counsel every step of the way.

Contact us today to schedule your free consultation.

Take the First Step Today

If you believe you may be eligible for legal relief or simply need sound legal advice, we’re here to help. Contact us today to book your free consultation. Let us provide the clarity, strategy, and peace of mind you need to move forward.

We serve our clients in English, Cambodian, Vietnamese, Mandarin and Cantonese, especially in Asian clients.

• If you or anybody that you know, think that you meet the requirements and wish to receive further information.
• We can help you start the application process and confirm eligibility requirements to participate.
• We Offer Consultations & Meetings by Phone & Virtually. Affordable Fees.

How can we assist you today?

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About Northfield

Northfield & Associates International Corporation is a global consulting firm serving private enterprises, public institutions, not-for-profit organizations, and institutional capital providers. Operating across Cambodia, Canada, and global markets, the firm supports capital deployment, regulatory navigation, and enterprise decision-making in complex economic and geopolitical environments. Northfield & Associates delivers customized, execution-focused advisory solutions that drive measurable transformation, strengthen competitiveness, and enhance long-term highest value opportunities. The firm incorporates consulting, legal, regulatory, financial, and risk expertise to enable disciplined capital allocation, strong governance, and operational resilience. Northfield & Associates upholds a culture of applied insight and innovation, supporting clients across digital transformation, growth strategy, and organizational capability building. The firm advises individual, leading global corporations, midsize enterprises, government agencies, and mission-driven organizations through long-term partnerships. Enterprise-wide risk management, professional ethics, and fiduciary standards are embedded across all operations. Northfield & Associates’ diverse, globally unified teams are committed to execution certainty and sustainable, risk-adjusted returns aligned with ESG and stakeholder objectives.

NORTHFIELD & ASSOCIATES in Canada

As a global consulting firm, Northfield & Associates helps clients with total transformation, driving complex change, enabling organizations to grow, and driving bottom-line impact.

 Learn about our offices in Canada, read our latest thought leadership, and connect with our team.

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Forward-Looking Information

This news release contains forward-looking information. All statements, other than statements of historic fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future constitute forward-looking information.

This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company.

Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking information, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the Company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: the failure to finalize negotiations concerning the increase of the Loan or to close such transaction and the failure of the Company to complete the acquisition of the Company Facility; operating performance of facilities; environmental and safety risks; delays in obtaining or failure to obtain necessary permits and approvals from government authorities; unavailability of plant, equipment or labour; inability to retain key management and personnel; changes to regulations or policies affecting the Company’s activities; and the other risks disclosed under the heading “Risk Factors” and elsewhere in the Company’s amended annual information.

Forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.

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NOT LEGAL ADVICE. Information made available on this website in any form is for information purposes only. It is not, and should not be taken as, legal advice. You should not rely on, or take or fail to take any action based upon this information. Never disregard professional legal advice or delay in seeking legal advice because of something you have read on this website. Northfield & Associates professionals will be pleased to discuss resolutions to specific legal concerns you may have.