SOCIETIES ACT Overview: • New name: British Columbia Societies Act • Reasons for Change: - Improved transparency; - Increases member rights and participation; - Better alignment with other legislation • Becomes law effective November 28, 2016. • Automatically applies to all pre-existing societies. • Two year “Transition Window” to restate Constitution and Bylaws. All societies must transition by November 27, 2018. • Working through the transition is not difficult but specific legal advice should be sought with respect to any particular situation. • Additional information is available on the Province of British Columbia website. Google “BC Societies Act”.
SOCIETIES ACT Transition: • Must be completed between November 28, 2016 and November 27, 2018. • Consider requesting “Transition Package” from Registrar ($40.00) to receive hard copy of current documents and all previous changes. • All Annual Reports must be filed before transition can occur. • General Meeting of Members to make required changes (if any). • Consider updating bylaws and passing a special resolution to repeal the previous version and approve the entire new set. • Digitally file revised Constitution and Bylaws online to complete transition.
SOCIETIES ACT MEMBER FUNDED PUBLICLY FUNDED • Minimum 1 Director Minimum 3 Directors • Board can be 100% Independent majority employees • No public disclosure of Public disclosure of financials financials • No public disclosure of Public disclosure of Director and Director and Officer Officer remuneration remuneration • Requires Special Resolution Society Act – presumption of to include status in bylaws publicly - funded • Access to “Gaming Funds” may not be available • If society goes offside on the conditions there are very onerous requirements to be reinstated “Member Funded” Funding Test: • Not eligible for member-funded status if the society received, during the prior 2 year rolling calculation period, public donations and/or government funding having a total value greater than the specified threshold amount. Threshold is the greater of: a) 10% of society gross income over the 2 year period; and b) $20,000
SOCIETIES ACT Record Keeping: In an attempt to increase transparency, the following information must be made available on request at the registered office. • Member List - be careful what information is included in order to protect privacy and security - minimum must include name and contact information - bylaws may restrict access subject to certain assurances • Financial Statements • Consents of Directors to serve • Register of Directors, including contact information • Conflict declarations for all directors and “senior managers” • Directors Meeting Minutes and Accounting Records - Open to inspection by Members unless bylaws specifically restrict access
SOCIETIES ACT Other Points of Interest: • Unalterable Provisions: - Identified as “unalterable” under the old “Society Act” are no longer permitted. - Usually relates to provisions dealing with the wind-up or dissolution of the society. - On transition provision can delete the reference to unalterable or include wording “previously unalterable under the Society Act”. • Special Resolution - Threshold may be reduced from 75% to 66 2/3% - If no threshold is identified for Special Resolutions it will automatically be 66 2/3%. • Senior Manager - Executive Director or others designated by Board to exercise the directors’ authority to manage the society now have similar responsibilities as directors. • Annual General Meeting - AGM must be held at least once per calendar year - Can forgo actual meeting for AGM if all voting members unanimously sign consent resolutions providing for the business required at the AGM.
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