Every so often, I file Freedom of Information (“FOI”) requests to obtain internal program materials which may be of use to BC Societies from the Registrar of Companies. The results contain presentations, quick reference sheets, and other useful documentation which may be of interest to those transitioning to the new Act.
Author: Steve
The benefits of society incorporation
Why incorporate as a society? What are the reasons for doing so, and why not stay an unincorporated association?
Do the new Societies Act indemnities mean Directors and Officers don’t need insurance?
I was asked recently whether the indemnity provisions in the Societies Act mean that societies in BC don’t need an insurance policy. This post clarifies insurance and discusses the advantages of a policy and the disadvantages of relying on the indemnity provisions.
The Basics of Special Resolutions
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.
The Hospital Act and ministerial approval of bylaw changes
As of March 29, 2017, the Hospital Act now sets out more than 50 societies designated “hospital societies” who may not change their constitution or bylaws without ministerial approval, and must provide an affidavit they have complied with the terms of the Hospital Act over the course of their last fiscal year.
Five drafting tips to avoid pile-ons at a members’ meeting
Let’s not pretend. No one joins a society because they enjoy fighting with other members. Litigation is expensive, time-consuming, and generally unpleasant for all involved. Often these disputes start because of “meeting stacking”: where a certain group signs-on a bunch of members who change the organization in some fundamental way, which other members disagree with. Here are five bylaw drafting and governance tips to avoid issues with meeting stacking.
What are the rights of “non-voting” members?
The new BC Societies Act allows for the creation of classes of voting and non-voting members, a welcome change many new and transitioning societies are taking advantage of. But what are the rights of non-voting members, and when should non-voting classes be considered?
When are my “previously unalterables” still unalterable?
I’m asked a lot about the “previously unalterable” provisions: those sections of a society’s constitution which must be moved into the bylaws and may be altered by a special resolution of the membership after the society transitions. But some societies are not at liberty to change these, at least not without ministerial permission. Others may put their funding or charitable status at risk if they modernize their bylaws.
“Oppression” under the new Societies Act
The oppression remedy seeks to protect members from unfair actions taken by a society, its members, or its directors. Outside a request to wind-up a society, the new Societies Act brings in a wider and more accessible oppression remedy which borrows from corporate law but does not exactly reproduce it.
Alexander Holburn: Societies Transition Newsletter
Alexander Holburn, a Vancouver law firm, has published a transition newsletter highlighting the process.