Starting an Organization

Governing documents establish the organization and are legally required to create an organization. Once developed, they must be kept up to date and, if the organization is incorporated, filed appropriately with a provincial or federal regulatory body (Manitoba Companies Office or Corporations Canada).

Structuring the Organization

Constitution and ByLaws

Policies and Procedures

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Structuring the Organization 

Agriculture and rural non-profit organizations are formed when the industry identifies a need or when a group forms around a common goal. A well-structured organization can achieve goals more efficiently and will be more likely to continue after founding members move on. Non-profit organizations in Manitoba are not required to incorporate but may chose to for reasons outlined in the links below.

A non-profit organization can form a corporation 'without share capital' which is governed by a board of directors (appointed or elected according to their bylaws). Cooperatives (Co-ops) are legally incorporated organizations owned by their members who use their services or purchase their products. The cooperatives members elect the board of directors. (from Manitoba Cooperatives Association Inc.).

Agricultural and rural non-profit organizations may also choose to become registered charities. Registration as a charity gives an organization special tax privileges.  Charity registration is governed by federal law and is regulated by the Canada Revenue Agency.

For pros and cons of incorporation and steps on how to incorporate a non-profit, see the websites listed here.

Provincial Incorporation

Federal Incorporation

For pros and cons of becoming a registered charity and steps on how to register a non-profit see the websites listed here. 

Charitable Status

Leadership Talk Webinar - Foundation Documents

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Constitution and Bylaws

A constitution describes how an organization is governed.  It will normally include the name and purpose as well as the structure of the organization and method of operation.  The objective of the constitution is to cover these basic requirements in a clear and concise manner.

Constitutions typically include (but are not limited to) the following sections or articles: (From Starting an Organization - OMAFRA)

  • Name of the organization
  • Objectives of the organization
  • Address of the registered office of the organization
  • Distribution of powers within the organization
  • Criteria for regular membership, including voting eligibility
  • Criteria dictating voting powers of delegates or representatives in multiple level organizations
  • Titles, duties and length of terms of officers
  • Terms of reference for the board of directors and/or the executive committee including voting powers
  • Delegation of authority
  • A process to amend the constitution
  • A statement that the organization must not be operated for a gain by the members (non-profit organizations) 

Bylaws are the rules or laws that an organization agrees to follow to operate on an ongoing basis. Some organizations may incorrectly refer to their bylaws as a constitution.  Others may have their constitution and bylaws combined into one document under either name.

Bylaws give detailed procedures to conduct business in an orderly manner.  The bylaws cannot contradict the constitution or any laws or Acts that govern an organization.


Bylaws typically include (but are not limited to) the following sections or articles:

(from Starting an Organization - OMAFRA)

  • Method for admission of regular members (individual groups)
  • Criteria for any other classes or subdivisions of memberships such as associate, family or honorary
  • Conditions and procedures for the termination of membership
  • Procedures for election and removal of officers, board members, and chairs of standing committees
  • Procedures for setting membership dues
  • Procedures for calling and conducting annual, regular, special and telephone meetings
  • The number constituting a quorum for general meetings, board meetings, and committee meetings
  • The authority for rules of order
  • Methods of voting, including the proportion of votes required for important decisions
  • Conditions for employment and termination of staff and their status within the organization
  • Procedures for amending the bylaws

The sections included in the bylaws are decided by the organization. It is important to ensure that the bylaws follow the federal and provincial legislation applicable to the organization's activities (examples Canada Labour Code, Privacy Act, The Corporations Act). Bylaws should also support governing legislation (example The Agricultural Societies Act) and common law (decisions ruled in courts of law that become legal requirements).

An organization's financial bylaws might define:

  • how many signing officers are needed for transactions
  • who has the authority to be a signing officer
  • who has the power to invest organization money
  • who has the power to spend organization money
  • who conducts the audit

Membership bylaws might define:

  • who can be a member
  • length of term
  • how vacancies will be handled
  • the process to terminate a member

Letters of patent (for federally incorporated organizations) and stamped articles of incorporation (Manitoba incorporated organizations) are kept with the constitution and bylaws and these documents togethr can be referred to as constitutional foundational or governing documents.

It is important for an organization to keep its bylaws up to date and review them annually.  A constitution document listing any rules, purposes or objectives of the organization is not required and in some cases can be confusing if it contains contradictory information to the by-laws.  Put all the organization's rules in one document called bylaws.

Constitution and Bylaw Template (PDF 604 KB)

LeadershipTalk Webinar - Constitution and Bylaws

LeadershipTalk Webinar - Building Your By-laws


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Policies and Procedures

A policies and procedures manual is valuable to any organization.  It provides information, direction and creates consistency within the organization.

Policies define what an organization does and form the rules that guide the organizations actions. When discussion about an issue is significant to the organization, or repetitive, creating and following a policy simplifies the situation and allows an organization to accomplish its mandate. Policies explain who, what, why and when for the situation pertaining to the policy.


Possible policies include: 

  • member recruitment policy
  • privacy policy
  • agendas and meeting procedures policy
  • capital expenditures policy

Procedures outline how an organization carries out the policy by listing the steps that need to be followed.

Procedures clarify:

  • how the organization does something
  • what order the steps should be completed
  • who is responsible for each step (if multiple people are involved)

    Creating a useful policy and procedure manual takes time and energy but it creates consistency, continuity and time saving for the future. There are many resources to help you create your manual efficiently.

    Discover the benefits policies and procedures (186KB PDF) can bring to your organization that make it worth the effort to create a manual. 

    The Developing Policies and Procedures for Volunteer Organizations fact sheet  (Ontario Ministry of Agriculture, Food and Rural Affairs) contains detailed information on developing policies and procedures, including templates.

    Sample policy and procedure:
    SUBJECT:  Financial Information Confidentiality Agreement


    All board members and employees must keep the organization’s financial information confidential, whether it is gained during their term or anytime after. The executive director will make sure board members and employees sign and date a confidentiality agreement before their first board meeting or first day of work.  

    1. Get a copy of the confidentiality agreement from the executive director
    2. Sign and date the confidentiality agreement
    3. Return one copy to the executive director
    4. Keep a copy for personnel file

    Using samples from other organizations can be a time-saver.  Ensure that they accurately reflect your organization and the work it does.

    All policies and procedures need to adhere to relevant legislation at the municipal, provincial and federal level for programs, labour, and health and safety. If you have employees, all hiring procedures and termination policies must comply with the human rights code and employment/labour legislation of the jurisdiction in which the organization operates.

    The Manitoba Human Rights Commission has sample policies for organizations and employers re: harassment and employment equity.  A quick guide to employment standards will help to ensure your policies are in line with the law in Manitoba.

    A policy template (13 KB DOC) is a starting point.  Add new sections or take out information that is not relevant to your organization.

    LeadershipTalk Webinar - Policies and Procedures


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