Minor clean-up of the Societies Act continues. Sections 18 to 20 and 22 to 26 of the Miscellaneous Statutes Amendment Act (No. 2), 2018, c. 23 (Bill 24) are in force October 1, 2018 (BC Reg 192/2018), and the Societies Transitional Interim Regulation (BC Reg 99/2016) is repealed.
Disciplining members is frequently done incorrectly. It is often arbitrary, quick, and without a fair process. This leaves the action, however valid, vulnerable to challenge. This post clarifies three “don’ts” of member discipline and expulsion.
Can my society have “alternate directors” — individuals who exercise the powers of an absent director? Can directors vote by proxy? What are the limits in general corporate law applicable to societies in this situation?
When can visitors to Canada assist Canadian non-profits in a volunteer capacity? Can a charitable or religious worker obtain a work permit, and if so, must they be paid? This post describes some of the common issues faced by non-profits and volunteers.
A recent decision of the BC Supreme Court may set a precedent that rules and other documents incorporated by bylaw may be enforced as bylaws, when certain circumstances are met. It is also one of the first reported cases to establish oppression under the new Societies Act.
The BC government has passed the Miscellaneous Statutes Amendment Act (No. 2), 2018, S.B.C. 2018, c. 23 (Bill 24), which provides additional clarity around higher-threshold special resolutions, auditors, and record production.
The BC Government has passed legislation which will change how society disputes are handled. All societies, members, and non-profit partners should be aware of these changes.
Under the new Societies Act, members may bring a claim against a society for unfairly prejudicial or oppressive conduct on the part of the society, its directors, or its members. I’ve often been asked whether you can contract out of this right by having members waive it in advance or in restricting it in your bylaws, or whether an automatic termination provision can be used to expel a member who brings such legal proceedings.
The BC Supreme Court has clarified when a suspension of a society’s director is not a removal, and provided an example of when director discipline may occur without the court’s intervention under the provisions of the Society Act, R.S.B.C 1996, c. 433 (the “Act”).
Societies Act lawyers often rely only on the statutory language. It is useful to regularly consult recent court cases to determine if BC judges have considered the modernized act and either incorporated prior leading case law or common-law principles into the jurisprudence. A list of three cases from 2017, all notable, are below.