Corporate bylaws in Canada are the internal governance rules adopted by a corporation to regulate its affairs, complementing the articles of incorporation and the governing corporate statute. Under the Canada Business Corporations Act (CBCA), Section 103 authorizes directors to make, amend, or repeal any bylaw that regulates the business or affairs of the corporation, subject to confirmation by shareholders at the next meeting (s.103(2)). The bylaw is effective from the date of the directors' resolution but ceases to be effective if not confirmed by ordinary resolution of shareholders. Provincial business corporations acts—such as the Ontario Business Corporations Act (OBCA), R.S.O. 1990, c. B.16, and the British Columbia Business Corporations Act (BCBCA), S.B.C. 2002, c. 57—contain similar provisions.

Director governance is a central component of Canadian corporate bylaws. Under CBCA s.102(1), the directors manage or supervise the management of the business and affairs of the corporation. Bylaws address the number of directors (within the range fixed by the articles under s.6(1)(f)), qualifications (s.105, including the residency requirement that at least 25% of directors be resident Canadians), board meeting procedures, quorum, notice, and the ability to participate by telephone or electronic means (s.114(9)). Director duties of care and loyalty are codified in s.122(1) CBCA, requiring directors to act honestly and in good faith with a view to the best interests of the corporation, and to exercise the care, diligence, and skill of a reasonably prudent person.

Shareholder meeting provisions establish the framework for annual meetings (CBCA s.133, required within 18 months of incorporation and not more than 15 months apart thereafter), special meetings (s.133(2)), notice requirements (21 to 60 days under s.135), record dates (s.134), quorum, and voting procedures. Shareholders holding not less than 5% of shares may requisition a meeting (s.143). Shareholder proposals are governed by s.137. The bylaws should address proxy solicitation (s.148-154), scrutineers, and the conduct of meetings. Ordinary resolutions require a majority of votes cast, and special resolutions require two-thirds (s.2(1) CBCA definitions).

Officer provisions in the bylaws cover the appointment, duties, and removal of officers (CBCA s.121). The CBCA does not prescribe specific officer titles, leaving the bylaws to define the president, secretary, treasurer, and other positions as appropriate. Indemnification of directors and officers is governed by s.124 CBCA, permitting the corporation to indemnify individuals who acted honestly and in good faith. Share-related provisions address issuance, transfer, certificates, and lien. Bylaw amendments follow the s.103 procedure: board adoption followed by shareholder confirmation. The bylaws should also address banking arrangements, execution of documents, fiscal year, and corporate seal (optional under CBCA s.23).