Societies - Incorporation
Five or more persons may
apply to incorporate a society under the
Societies Act for any benevolent, philanthropic,
charitable, religious, provident, scientific,
artistic, literary, social, educational,
sporting or other useful purpose other than the
carrying on of a trade or business.
Incorporation Advantages and
Obligations
There are several advantages to incorporating a
society. An incorporated society exists as a
legal entity apart from its members. As a
corporation the society is entitled to acquire
property, borrow money and otherwise deal with
its property as an individual would deal with
their property. Generally, the individual
members of the incorporated society are not
liable for the debts or obligations of the
society.
Along with these advantages come certain
obligations. The operations of an incorporated
society must be more structured than those of
unincorporated organizations. Both the bylaws of
the society and the Societies Act must be
adhered to. The Societies Act provides that any
society that contravenes the Act is guilty of an
offence and liable to a fine of $100.00. The Act
also provides that the property of a society
cannot be distributed to its members during the
legal existence of the society.
Each year, a society is required to file the
following documents with the Registrar of
Societies within 14 days after its annual
general meeting:
- financial statements signed by the society's
auditor (or by two directors if there is no
auditor) containing the assets and liabilities
of the society in the form of a balance sheet
and a statement of the receipts and
disbursements of the society during the fiscal
year; and
- a list of its directors including their
names, addresses and occupations signed by a
director or other authorized officer of the
society.
In addition, the society must have an address
within the Northwest Territories to which all
communications and legal notices may be sent and
it must file notice with the Registrar of any
changes in this address.
Please note that incorporation under the
Societies Act does not relieve anyone from
obtaining any necessary licences, permits, or
certificates, or from otherwise complying with
the laws in force in the Northwest Territories.
What is the First Step for
Incorporation?
The
application and bylaws
must be originally signed by five applicants and
each signature must be witnessed. These
documents must be submitted to the Registrar of
Societies, together with a
Notice of Registered Office and the incorporation fee of $50.00,
payable to the Government of the Northwest
Territories. If the application and bylaws
comply with the Societies Act, the
Registrar will issue a certificate of
incorporation. Notice of the incorporation will
be published in the Northwest Territories
Gazette.
A
sample application form, including sample bylaws,
is provided here for your reference. These will
serve as a guide to the matters that must be
dealt with in the application and bylaws and the
manner in which the application and bylaws must
be dated and signed.
How Do You Fill Out the Application?
The application form should
be completed with:
- the name of the society, which should be as
short and meaningful as possible. The name must
not be similar to that of any other society.
Once a name is chosen, the exact name must be
used in all legal documents.
- the objects of the society, which should clearly
outline the main objectives of the association.
The objects must not suggest that the society is
carrying on a trade or business.
- the chief locality of operations of the society
within the Northwest Territories. While a
specific community must be listed (usually the
community within which the registered office is
located) this does not restrict the operations
of the society to that community.
The application form setting out the name,
objects and locality of operations of the
society becomes the constitution of the new
society.
What Should Be Included in the By-Laws?
For your convenience, we have provided a set of
sample by-laws within the application which you may choose to use in whole or
in part. However, we strongly caution you to
ensure that they adequately suit your specific needs
before you adopt them or any part thereof, as your own.
A society's by-laws should be prepared with the advice
of legal counsel. A society drafting its own bylaws
should use the following checklist to determine if its
proposed bylaws meet all the requirements of the
Societies Act. The bylaws of a society must make
provision for all of the following:
- the terms of admission of members and their rights and
obligations;
- the withdrawal of members and the manner, if any, in
which a member may be expelled;
- the method and time of calling general and special
meetings of the society, the quorum at any such meeting,
and the voting rights of members at such meetings;
Note: a "quorum" is the number of persons required to be
present before a meeting can proceed. It should be low
enough to be practical. It may be set as a percentage of
the total number of members in order to ensure that it
is always possible for the society to properly function,
no matter how low or high the membership may be.
- the appointment and removal of directors and other
officers and their duties, powers and remuneration;
- the exercise of borrowing powers;
- whether or not an audit of accounts is required;
- the preparation and custody of minutes of meetings of
the society and of the directors and other books and
records of the society;
- the time and place, if any, at which the books and
records of the society may be inspected by its members;
and
- the date on which the fiscal year of the society will come to an end.
Note: in order to provide sufficient time for the
preparation of the financial statements, the annual
general meeting cannot be held within 30 days of the
fiscal year end. It is suggested that the annual general
meeting be held within a reasonable period of time after
this 30 day period.
How Do You Register a Charity?
Many societies wish to be registered as a
charity for income tax purposes. Once registered
as a charity, a society will be exempt from
paying tax on income and can issue receipts to
donors for donations. Certain societies that do
not qualify for registration as a charity for
the purpose of issuing receipts for donations
may still qualify for registration as non-profit
organizations exempt from the payment of tax.
It is not necessary to incorporate in order to
be registered as a charity. Also, not all
societies incorporated under the Societies
Act will qualify for charitable status for
income tax purposes. The onus is on a society
wishing to register as a charity to establish
objectives which qualify.
Applications for registration as a charity can
be obtained from Canada Revenue
Agency. Any
further questions regarding registration as a
charity should also be directed to
CRA.
Forms
- Application for Incorporation (Containing
sample by-laws for societies)
Note: For your convenience, we have
provided a set of sample society by-laws
which you may choose to use in whole or in
part. However, we strongly caution you to
ensure that they adequately suit you
specific needs before you adopt them or any
part thereof, as you own. A society's
by-laws should be prepared with the advice
of legal counsel.
-
Notice of Registered Office
- Notice of Directors
- Financial Statement
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