AGM Season is upon us, and I thought it wise to remind BC societies of the basics of the “Special Resolution”, the super-majority necessary at a meeting of the members to pass fundamental changes to the constitution or bylaws of a society, and to make other major changes as well.
There are, in general, two types of resolutions under the Societies Act: an “Ordinary Resolution”, which is a resolution passed at a members’ meeting by a simple majority of the votes cast by voting members or consented to in writing by 2/3 of the voting members outside of a members’ meeting; and a “Special Resolution”, which is a resolution passed at a members’ meeting by at least 2/3 of the votes cast by voting members, or consented to in writing by all of the voting members outside of a members’ meeting. But a Special Resolution is much more than that: it is a procedural device meant to ensure major changes to a society cannot be done without adequate notice to all voting members, something which is often overlooked by many societies and members seeking to bring change.
BASICS OF SPECIAL RESOLUTIONS
- The full-text of any Special Resolution to be considered at the meeting must be in the Notice of Meeting (s.78, Societies Act). This is not optional.
- A Special Resolution cannot be raised after the Notice of Meeting of the members’ meeting has been sent.
- A Special Resolution cannot be raised from the floor of a meeting (for example, Armstrong v Clark (2002), 26 B.C.L.R. (3d) 130 (BCSC)). This includes all Special Resolution items, such as motions to remove directors, discipline members, or to amend bylaws.
- If bylaw or constitution changes are being considered for a vote by Special Resolution, the text of that item cannot be modified except to correct minor typos and references (see Armstrong, above).
- If there is a need to modify the text, the proposed discipline, or the Special Resolution in general, the appropriate procedural step is to adjourn the meeting of the members, send out a new Notice of Meeting, then reconvene to vote on the resolution once all members have notice of the new proposed text.
If a modification is made to a Special Resolution’s text, or a vote on a Special Resolution is conducted improperly, the BC Supreme Court has the ability to correct the irregularity, which may include declaring the Special Resolution to be invalid or validating it, if there was only minor non-compliance (see ss. 102 and 105, Societies Act).
Why all the controls around what can be done to Special Resolutions? Well, a Special Resolution can be used to effect fundamental change to the executive, to the membership, to the constitution and purposes of a society, and to the bylaws. If Special Resolutions were allowed without notice, societies would always be at risk of major changes every time a members meeting occurred. This is why members must have notice of major items to be considered at the meeting, so they can decide whether to attend the meeting to debate them and vote on them.