Here are the notes and background materials on the new law that comes into force on November 28 2016.  Glen will be offering a course on the changes at the College of the Rockies on Thursday evenings at 7 pm:  in Golden on February 23 2017  and in Invermere on February 16 2017. Click here for a consent to act as director template.  Please call the College to register.


The New Societies Act         DON’T PANIC

(October 2016)   Glen Ewan, Q.C.   This email address is being protected from spambots. You need JavaScript enabled to view it.
     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

 2. Transition
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?

4. Resources

 Government sources:  
                              “Preparing” may be too detailed on points that don’t apply to most Societies
                               Good FAQ’s
                               Clinics: watch for these in next few weeks and months throughout the Kootenays, online and with telephone contacts  
                               Law for NonProfits  Lawyers and accountants (esp. for CRA matters)

Ewan & McKenzie Law Office |515 9th Ave N |P.O. Box 429 |Golden BC V0A 1H0
Phone (250)344-5258 |Fax (250)344-7374 |E-mail This email address is being protected from spambots. You need JavaScript enabled to view it.

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