The New Societies Act DON’T PANIC
Box 429, Golden BC V0A 1H0
1. Only dealing with BC incorporated societies, not federal or other provinces
Do you file an Annual Report with Victoria?
Two aspects we will cover tonight: Transition from old law to new
Other changes - First 90 sections of the Societies Act most important now See attached highlights
A re-registration under the new Act
Have until November 2018, so don’t panic
Process is free
Process is mandatory
Failure to transition will result in Society being dissolved
Explain impact of dissolution on debts and assets
Filing is electronic only
Guides and access codes are coming to all Societies in BC in next few days
Does not require a meeting of the Society or its Board to authorize transition filing
Need to be up to date in your filing with Victoria
Ensure that your annual reports are up to date
Have a copy of the last annual report with directors’ information handy
Know your registered office address for the Society
Can order for $40 a transition package from the Registrar
Contains all the current registered constitutional provision and bylaws
Highly recommended - ensures that you are actually operating under the filed constitution and bylaws
- Puts all of your documents into one place
Things to watch for in your transition filing
Not the place to change your bylaws or constitution
Are the filed constitution and bylaws correct ?
Are your current directors correctly listed?
Is your registered office correct?
Do you have “unalterable” provisions?
They will have to be moved to bylaws
They will no longer be unalterable strictly speaking
How to deal with that (more later)
Do you want to amend your bylaws anyway?
Wait v. all at once (more later in course)
Are you a member funded Society?
Now as part of transition or later with Court costs
Give general overview of requirements
How to transition
Online Guide and forms will assist
Only name and purposes will be constitution from now on;
all other terms will be part of bylaws
Are you a registered Charity with CRA?
If so, notify CRA after confirmation of registration that your constitution and bylaws have changed.
3. Other changes that take effective November 28 2016
a) Record keeping s.20
Highly recommend that you create a corporate records book to be kept at the registered office of the Society – see example circulated
Offices – may be more than one with some records at one and others elsewhere s.22
Registers of members and directors – see handout
Members’ meetings minutes and resolutions
Directors’ written consents to act Directors’ meeting minutes and resolution
Financial statements s.35
Including reports on remuneration of Director and others s.36
Statement v. audit
Written disclosures of conflicts of interests
b) Unalterable clauses go into bylaws on transition
To alter may require Ministerial consent – look at your exact wording s.245
After transition, can be amended or perhaps deleted with a special resolution
c) Bylaw amendment formula – after transition only by special resolution of 2/3 vote of members unless bylaws define special resolution differently ss. 1, 15, 16 and 17
d) Time to amend bylaws anyway?
Government sources: www.gov.bc.ca/SocietiesAct
“Preparing” may be too detailed on points that don’t apply to most Societies
Clinics: watch for these in next few weeks and months throughout the Kootenays, online and with telephone contacts
Law for NonProfits www.lawfornonprofits.ca Lawyers and accountants (esp. for CRA matters)