Governance & By Laws
Purpose of These Bylaws
BenaMakenga (the “Corporation”) is a federally incorporated not-for-profit corporation and a registered charity under the Income Tax Act of Canada. These Bylaws govern the internal management of the Corporation and are intended to comply fully with the Canada Not-for-profit Corporations Act (“CNCA”) and to support and maintain the Corporation’s charitable registration with the Canada Revenue Agency (“CRA”).
The Corporation is committed to operating exclusively for charitable purposes, to devoting all of its resources to those purposes, and to conducting its activities in a manner consistent with the public benefit standard required by CRA.
CRA Standard Applied
Interpretation
1.1 Definitions
In these Bylaws, unless the context otherwise requires:
- “Act” or “CNCA” the Canada Not-for-profit Corporations Act (S.C. 2009, c. 23), as amended from time to time.
- “Articles” the articles of incorporation of the Corporation, as amended.
- “Board” the Board of Directors of the Corporation.
- “Charitable Purposes” the purposes set out in Article 3 of these Bylaws, which are exclusively charitable at law.
- “Charities Directorate” the Charities Directorate of the Canada Revenue Agency.
- “Corporation” BenaMakenga.
- “CRA” the Canada Revenue Agency.
- “Director” a duly elected or appointed member of the Board of Directors.
- “Disbursement Quota” has the meaning assigned to it under the Income Tax Act.
- “Income Tax Act” the Income Tax Act (R.S.C. 1985, c. 1 (5th Supp.)), as amended.
- “Member” a person admitted to membership in accordance with these Bylaws.
- “Officer” the President, Vice-President, Secretary, Treasurer, or any other person designated as an officer by resolution of the Board.
- “Ordinary Resolution” a resolution passed by more than fifty percent (50%) of votes cast.
- “Qualified Donee” has the meaning assigned under the Income Tax Act, including other registered charities, Canadian municipalities, the United Nations, and prescribed universities.
- “Registered Charity” a charitable organization registered with CRA under the Income Tax Act.
- “Special Resolution” a resolution passed by not less than two-thirds (2/3) of votes cast.
1.2 Compliance with Governing Law
These Bylaws are subject to and shall be interpreted consistently with the CNCA, the Income Tax Act, the Articles, and applicable CRA policies and guidelines. In any conflict, the CNCA and Income Tax Act shall prevail.
Name, Registered Office, and Charitable Status
2.1 Corporate Name
The name of the Corporation is BenaMakenga.
2.2 Registered Office
The Registered Office shall be located in Canada at such address as the Board determines by resolution, filed with Corporations Canada in accordance with the CNCA.
2.3 Charitable Status
The Corporation is a registered charity under the Income Tax Act. The Corporation shall at all times maintain its charitable registration by:
- Carrying on activities exclusively in furtherance of its Charitable Purposes.
- Filing the Annual Information Return (Form T3010) with CRA by the prescribed deadline each year.
- Maintaining proper books and records as required by the Income Tax Act and the CNCA.
- Meeting the Disbursement Quota requirements under the Income Tax Act.
- Issuing official donation receipts only in accordance with CRA requirements.
- Notifying CRA of any material change to the Corporation’s purposes, activities, directors, or governing documents.
Charitable Purposes
3.1 Exclusively Charitable Purposes
The Corporation is established and shall be operated exclusively for charitable purposes. The Charitable Purposes of the Corporation are:
- To provide material assistance, emergency relief, and essential services to individuals and families experiencing poverty, homelessness, food insecurity, or economic hardship, without discrimination.
- To deliver programs that address the root causes of poverty, including access to employment, financial literacy, housing navigation assistance, and social services referrals.
- To support newcomers, refugees, and marginalized communities in accessing the social safety net, public services, and community resources available to them in Canada.
- To provide educational programs, literacy initiatives, skills development workshops, and mentorship activities that equip individuals with knowledge and competencies to improve their lives and contribute to their communities.
- To promote awareness and understanding of the history, culture, languages, and contributions of communities of African descent, and to advance intercultural education and dialogue within Canadian society.
- To support youth through scholarships, tutoring, career guidance, and leadership development programs that expand access to educational and professional opportunities.
- To conduct and disseminate research, publications, and public education activities on matters relevant to the communities served by the Corporation.
- To advance the social well-being of underserved and marginalized communities in Canada by delivering culturally appropriate social services, community integration programs, and civic participation initiatives.
- To promote the health and mental wellness of community members through prevention programs, peer support networks, and access facilitation to health and social services.
- To foster community cohesion, reconciliation, and social inclusion by bringing together diverse groups in dialogue, collaborative projects, and shared community-building activities.
- To undertake all activities incidental and ancillary to the attainment of the foregoing Charitable Purposes, provided that such activities are themselves charitable at law or are ancillary to the Charitable Purposes.
Public Benefit Requirement
All activities of the Corporation shall be carried on for the public benefit. No Charitable Purpose shall confer a private benefit on any person except as an incidental consequence of carrying out the Charitable Purpose. The Corporation shall apply a public benefit analysis when designing and evaluating all programs and activities.
Non-Partisan and Non-Political
The Corporation shall not be established or operated for political purposes. The Corporation shall not use any part of its resources to directly or indirectly support or oppose any political party or candidate for public office. The Corporation may engage in limited non-partisan public policy dialogue and research activities that are ancillary to and in furtherance of its Charitable Purposes, subject to the limits established by CRA.
No Private Benefit
No part of the Corporation’s income or assets shall be available for the personal benefit of any Director, Officer, Member, employee, or any person not dealing at arm’s length with the Corporation, except as reasonable compensation for services rendered or reasonable reimbursement of expenses incurred in furtherance of the Charitable Purposes.
Membership
4.1 Classes of Membership
- Voting Members: Individuals who support the Charitable Purposes, have completed an application, paid the applicable membership fee, and have been approved by the Board. Voting Members are entitled to vote at general meetings.
- Honorary Members: Individuals recognized by the Board for extraordinary contribution to the Corporation or its Charitable Purposes. Honorary Members are not entitled to vote unless the Board otherwise resolves by Ordinary Resolution.
4.2 Admission
Admission is determined by the Board or a duly authorized committee. The Board shall establish written criteria, procedures, and fees for each membership class. All Members must affirm in writing their support for the Charitable Purposes of the Corporation.
4.3 Membership Fees
Annual fees shall be set by the Board. Fees are non-refundable. Non-payment after sixty (60) days’ written notice may result in termination of membership.
4.4 Rights of Voting Members
Each Voting Member in good standing shall be entitled to:
- Attend and vote at general meetings of Members.
- Receive notice of all general meetings.
- Receive the annual report and audited financial statements.
- Inspect corporate records as permitted by the CNCA.
- Nominate candidates for election to the Board, subject to eligibility requirements.
4.5 Termination of Membership
Membership terminates upon:
- Voluntary resignation in writing to the Secretary.
- Non-payment of fees after sixty (60) days’ notice.
- Death or, for organizations, dissolution.
- Expulsion pursuant to Section 4.6.
4.6 Discipline and Expulsion
A Member may be suspended or expelled by Special Resolution of the Board where the Member has acted contrary to the Corporation’s Charitable Purposes, values, or these Bylaws. The Member shall receive at least twenty-one (21) days’ written notice stating the grounds and shall have the right to make written submissions and to be heard at a Board meeting. The Member may appeal to the next general meeting of Members by written notice to the Secretary within fourteen (14) days of the Board’s decision.
4.7 Non-Transferability
Membership is personal and non-transferable.
Meetings of Members
5.1 Annual General Meeting
The Corporation shall hold an Annual General Meeting (AGM) within fifteen (15) months of the preceding AGM and no later than six (6) months after the end of the fiscal year. Business shall include:
- Receipt and consideration of financial statements, auditor’s or reviewer’s report.
- Election of Directors.
- Appointment of auditor or public accountant.
- Report by the President or Executive Director on activities in furtherance of the Charitable Purposes.
- Any other business properly before the meeting.
5.2 Special General Meetings
The Board may call a Special General Meeting at any time. Members holding not less than five percent (5%) of voting rights may also requisition a Special General Meeting by written request stating the purpose(s). The Board shall call the meeting within twenty-one (21) days of receiving a valid requisition.
5.3 Notice
Notice shall be given to all Members entitled to vote not less than twenty-one (21) days and not more than sixty (60) days before the meeting by mail, email, or personal delivery. The notice shall include the date, time, place, and agenda. For Special Resolutions, the full text of the proposed resolution must be included in the notice.
5.4 Quorum
Quorum shall be the lesser of ten (10) Voting Members or ten percent (10%) of Voting Members entitled to vote, with a minimum of two (2) Voting Members. If quorum is not present within thirty (30) minutes of the scheduled start, the meeting shall stand adjourned to a date set by the chair, with notice given to all Members.
5.5 Voting
Each Voting Member has one (1) vote. Matters shall be decided by Ordinary Resolution unless a Special Resolution is required by the CNCA, Articles, or these Bylaws. Voting shall be by show of hands unless a ballot is demanded. For elections of Directors, voting shall be by secret ballot if requested by any Member.
5.6 Proxies
A Voting Member may appoint another Voting Member as proxy by written signed instrument filed with the Secretary before the meeting. No person may hold more than three (3) proxy appointments at any single meeting.
5.7 Electronic Participation
Members may participate by telephone, video conference, or other electronic means that allows all participants to communicate adequately. Such participation constitutes attendance at the meeting.
Board of Directors
6.1 Powers and Responsibilities
The Board is responsible for the governance and stewardship of the Corporation. The Board shall:
- Ensure the Corporation operates exclusively in furtherance of its Charitable Purposes.
- Safeguard the Corporation’s assets and ensure financial accountability.
- Ensure compliance with the CNCA, the Income Tax Act, and CRA requirements.
- Set strategic direction and approve annual budgets and plans.
- Approve major policies including financial controls, conflicts of interest, compensation, and risk management.
- Hire, evaluate, and if necessary, dismiss the Executive Director (if applicable).
6.2 Composition
The Board shall consist of a minimum of five (5) and a maximum of thirteen (13) Directors, as determined by Ordinary Resolution of Members. A majority of Directors must be resident Canadians. The Board shall strive for diversity in its composition, including gender, cultural background, age, and expertise.
6.3 Arm’s Length Requirement
At all times, not less than one-half of the Directors must deal with each other and with the Corporation at arm’s length, as required by the Income Tax Act for registered charities. The Board shall annually review Director relationships to ensure compliance with this requirement.
6.4 Eligibility
To serve as a Director, an individual must:
- Be a Voting Member in good standing or be willing to become one.
- Be at least eighteen (18) years of age.
- Not have been found by a court to be of unsound mind.
- Not have the status of an undischarged bankrupt.
- Not be prohibited by the CNCA or the Income Tax Act from acting as a director.
- Support the Charitable Purposes of the Corporation.
6.5 Election and Term
Directors shall be elected at the AGM by Ordinary Resolution of Members. Each term shall be two (2) years. Directors may serve a maximum of three (3) consecutive full terms. After a minimum break of two (2) years, a former Director may be re-elected. To ensure continuity, approximately half of the Board shall be elected in alternating years.
6.6 Vacancies
A mid-term vacancy may be filled by Board appointment for the unexpired term. If vacancies reduce the Board below quorum, the remaining Directors shall promptly call a Special General Meeting of Members to elect replacements.
6.7 Resignation and Removal
A Director may resign by written notice to the Secretary. Members may remove a Director by Special Resolution at a general meeting. Notice of the intent to remove shall be stated in the meeting notice. The Director shall be given the opportunity to be heard before any removal vote.
6.8 Remuneration of Directors
Directors shall serve without remuneration. Reasonable and documented out-of-pocket expenses incurred in the performance of duties may be reimbursed upon submission of receipts and Board approval. No Director shall benefit financially from their position beyond such reimbursement.
6.9 Conflict of Interest
A Director who has a material interest, direct or indirect, in any contract, transaction, or decision before the Corporation shall:
- Disclose the nature and extent of the interest in writing to the Board at the earliest opportunity and no later than the commencement of deliberations on the matter.
- Withdraw from all deliberations and voting on the matter unless specifically invited to remain solely to provide factual information.
- Not attempt to influence the decision of the remaining Directors.
All disclosures shall be recorded in the minutes. The Board shall maintain a Conflict of Interest Policy consistent with CRA guidance on avoiding undue benefits.
6.10 Accountability to CRA
Each Director acknowledges that as a director of a registered charity they bear personal responsibility for ensuring the Corporation complies with the Income Tax Act and CRA requirements. Directors shall complete orientation on their legal obligations and shall review compliance matters no less than annually.
Meetings of the Board
7.1 Frequency
The Board shall meet at least four (4) times per year. An organizational meeting shall be held immediately after each AGM to appoint Officers and conduct other business.
7.2 Notice
At least seven (7) days’ notice shall be given to each Director, unless all Directors waive notice. Notice may be given by email, telephone, or in person. Presence at a meeting constitutes waiver of notice except where the Director attends solely to object to the meeting’s regularity.
7.3 Quorum
A majority of the current Directors constitutes quorum. No business shall be transacted unless quorum is present throughout the meeting.
7.4 Voting
Decisions shall be made by Ordinary Resolution. Each Director has one (1) vote. The chair shall have a casting vote in the event of a tie. Interested Directors as described in Section 6.9 shall not vote on the relevant matter.
7.5 Written Resolutions
A resolution signed in writing by all Directors entitled to vote is as valid as if passed at a duly called Board meeting. Written resolutions may be signed in counterpart or transmitted electronically.
7.6 Electronic Participation
Directors may participate by telephone, video conference, or equivalent electronic means. Participants are deemed present for quorum and voting purposes.
7.7 Minutes
The Secretary shall cause minutes of all Board and committee meetings to be recorded, including attendance, matters discussed, resolutions passed, and votes. Minutes shall be approved at the subsequent meeting and retained in the Corporation’s records.
Officers
8.1 Officers
The Officers shall be: President, Vice-President, Secretary, and Treasurer. The Board may create additional Officer roles by resolution. All Officers must be Directors except that the Secretary may be a non-Director staff member. The same person may not hold the offices of President and Secretary simultaneously.
8.2 Appointment and Term
Officers shall be appointed annually by the Board at the post-AGM organizational meeting. Officers may be re-appointed without limit. The Board may remove any Officer at any time by Ordinary Resolution, having given the Officer an opportunity to be heard.
8.3 President
The President is the chief volunteer officer of the Corporation, chairs all meetings of the Board and Members, ensures implementation of Board decisions, serves as primary spokesperson unless otherwise determined by the Board, and performs such other duties as the Board assigns.
8.4 Vice-President
The Vice-President assists the President and assumes the President’s duties in the President’s absence or incapacity.
8.5 Secretary
The Secretary maintains all corporate records including minutes, the membership register, and the register of Directors and Officers; gives notice of all meetings; files required documents with Corporations Canada; and performs such other duties as the Board assigns.
8.6 Treasurer
The Treasurer oversees the financial management of the Corporation including maintaining or supervising books of account, presenting financial reports to the Board, ensuring the annual T3010 is filed with CRA, ensuring the Disbursement Quota is met, and performing such other duties as the Board assigns.
Executive Director and Staff
9.1 Executive Director
The Board may appoint an Executive Director to manage the day-to-day operations of the Corporation under the supervision of the Board. The Executive Director shall be a paid staff position and shall not serve as a Director or Officer. The Executive Director shall attend Board meetings in an advisory capacity without a vote unless the Board resolves otherwise.
9.2 Delegation to Executive Director
The Board may, by resolution, delegate specific operational authorities to the Executive Director, including signing authority up to specified limits, hiring and supervision of staff, and program management. All delegations shall be documented and reviewed annually.
9.3 Staff and Volunteers
The Corporation may engage staff and volunteers to carry out its Charitable Purposes. All compensation shall be reasonable and at arm’s length. No Director or Officer shall receive compensation as an employee of the Corporation without prior Board approval and disclosure in the T3010 annual return.
Committees
10.1 Board Committees
The Board may establish standing or ad hoc committees to support governance and operations. Each committee shall have a written terms of reference approved by the Board and shall report to the Board. Committees shall not have authority to bind the Corporation unless explicitly authorized by the Board.
10.2 Finance and Audit Committee
The Board shall establish a Finance and Audit Committee composed of at least three (3) Directors, including the Treasurer as chair. The Committee shall oversee financial reporting, internal controls, audit processes, Disbursement Quota compliance, and CRA filing obligations. The Committee shall report to the Board at each regular meeting.
10.3 Governance Committee
The Board may establish a Governance Committee to oversee Director recruitment and nominations, Board orientation, conflict of interest compliance, and periodic review of Bylaws and governance policies.
Charitable Financial Management
11.1 Fiscal Year
The fiscal year of the Corporation shall end on December 31st each year, or such other date as the Board determines by resolution and notifies to CRA.
11.2 Dedication of Resources
All property and resources of the Corporation are irrevocably dedicated to the Charitable Purposes. No part of the Corporation’s income or assets shall be paid, transferred, or distributed to any Director, Officer, Member, or related person except as:
- Reasonable compensation for services actually rendered.
- Reasonable reimbursement of documented expenses.
- Gifts or grants made to Qualified Donees in furtherance of the Charitable Purposes.
11.3 Disbursement Quota
The Corporation shall expend on charitable activities and gifts to Qualified Donees an amount equal to or greater than its Disbursement Quota as calculated under the Income Tax Act for each fiscal year. The Treasurer shall monitor Disbursement Quota compliance throughout the year and report to the Finance and Audit Committee quarterly.
11.4 Official Donation Receipts
The Corporation shall issue official donation receipts only in accordance with the Income Tax Act and CRA requirements, including prescribed information on each receipt. Receipts shall be numbered sequentially and copies retained for a minimum of six (6) years. The Corporation shall not issue receipts for gifts of services, for amounts that are not gifts at law, or for donations directed to non-charitable purposes.
11.5 Gifts to Qualified Donees and Grantmaking
The Corporation may make gifts to other Registered Charities or Qualified Donees in furtherance of its Charitable Purposes. Where the Corporation directs funds to an organization that is not a Qualified Donee, it shall exercise direction and control over the use of those funds through a written agreement and proper monitoring, in accordance with CRA’s guidelines on funding non-qualified donees.
11.6 Banking and Signing Authority
The Corporation shall maintain accounts with chartered banks or credit unions in Canada as approved by the Board. The Board shall designate authorized signatories by resolution. All disbursements above a threshold set by the Board shall require two authorized signatures. No single Director or Officer shall have sole control over financial transactions.
11.7 Investments
The Corporation shall invest its funds prudently, in accordance with the duty of care of Directors and applicable law. The Board shall adopt an Investment Policy setting out permitted investments, risk tolerance, and return objectives, having regard to the Corporation’s obligation to meet its Disbursement Quota.
11.8 Annual Audit
The Corporation shall appoint a licensed public accountant to conduct an annual audit of its financial statements. Audited statements shall be presented to Members at the AGM. If the Corporation’s revenues fall below the threshold for a mandatory audit under the CNCA, the Members may by Ordinary Resolution accept a review engagement in lieu of an audit.
11.9 CRA Annual Information Return
The Treasurer shall cause the T3010 Registered Charity Information Return to be completed and filed with CRA within six (6) months of the fiscal year end. The T3010 shall accurately reflect the Corporation’s charitable activities, revenues, expenditures, executive compensation, and governance information. The Board shall review and approve the T3010 before filing.
Books, Records, and Transparency
12.1 Required Records
The Corporation shall maintain the following records at its Registered Office or at such other location approved by the Board:
- Articles, Bylaws, and all amendments thereto.
- Minutes of all meetings and resolutions of Members and the Board.
- Register of Directors, Officers, and Members.
- Audited or reviewed financial statements for each fiscal year.
- T3010 annual returns and all CRA correspondence.
- Official donation receipt books and records.
- All contracts, agreements, and funding arrangements.
12.2 Retention of Records
Financial records, receipts, and supporting documents shall be retained for a minimum of six (6) years from the end of the fiscal year to which they relate, as required by the Income Tax Act. Corporate governance records shall be retained permanently.
12.3 Public Disclosure
As a registered charity, the Corporation acknowledges that its T3010 annual returns are public documents available through the CRA Charities Listing. The Corporation shall make its governing documents and most recent financial statements available to the public upon reasonable request, in accordance with the spirit of charitable transparency.
12.4 Member Access
Members and Directors may inspect the corporate records of the Corporation during normal business hours upon reasonable written notice to the Secretary, subject to limitations permitted by the CNCA.
Indemnification and Insurance
13.1 Indemnification
The Corporation shall indemnify each current and former Director and Officer, and their legal representatives, against all costs, charges, and expenses reasonably incurred in connection with any civil, criminal, administrative, investigative, or other proceeding arising from their association with the Corporation, provided that:
- The individual acted honestly and in good faith with a view to the best interests of the Corporation and its Charitable Purposes.
- In criminal or administrative proceedings enforced by monetary penalty, the individual had reasonable grounds for believing the conduct was lawful.
This indemnification shall not apply to expenses arising from the individual’s own fraud, gross negligence, or willful misconduct.
13.2 Directors’ and Officers’ Insurance
The Corporation shall obtain and maintain Directors’ and Officers’ liability insurance in an amount approved by the Board, to protect Directors and Officers against personal liability arising from their duties. The Board shall review the adequacy of coverage annually.
Notices
14.1 Method of Notice
Notices shall be in writing and delivered by mail, courier, email, or personal delivery to the last address provided by the recipient. Mail notice is deemed received five (5) business days after mailing. Email notice is deemed received on the day sent before 5:00 p.m. local time on a business day.
14.2 Waiver of Notice
Any person entitled to notice may waive notice in writing before or after the relevant meeting or proceeding. Attendance constitutes waiver except where attendance is solely to object to the meeting’s regularity.
Amendment of Bylaws
15.1 Amendment Procedure
These Bylaws may be amended by Special Resolution of Members at a general meeting, provided the full text of the proposed amendment is included in the meeting notice.
15.2 Board Authority Between Meetings
The Board may make, amend, or repeal a by-law between general meetings. Any such action must be submitted to Members for confirmation at the next general meeting. If not confirmed, the by-law ceases to have effect from that date.
15.3 CRA Notification
Any amendment that changes the Charitable Purposes, the dissolution clause, the conflict of interest provisions, or any other material provision of these Bylaws shall be filed with Corporations Canada and reported to the CRA Charities Directorate promptly following adoption, in accordance with applicable legal requirements.
Dissolution and Winding Up
16.1 Dissolution Clause
Upon dissolution of the Corporation, and after payment of all lawful debts and liabilities, the remaining assets of the Corporation shall be distributed exclusively to one or more Registered Charities in Canada that:
- Are registered with CRA under the Income Tax Act at the time of distribution.
- Carry on charitable purposes similar to those of the Corporation.
- Are designated by Special Resolution of Members or, failing such resolution, by court order.
Under no circumstances shall any assets upon dissolution be distributed to any Member, Director, Officer, employee, or any individual or organization that is not a Registered Charity or Qualified Donee as defined under the Income Tax Act.