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?
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”).
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.
As of November 28, 2016, a constitution may only contain a society’s purposes, and no provision in a society’s bylaws can be “unalterable.” While this is good news for many societies which have to adapt their bylaws or purposes to accept specific gifts or govern themselves as time goes on, some are concerned that they will be vulnerable to straying from their key values or obligations. Others have external funding agreements which are dependent on such provisions. However, there are ways to protect a society’s key values, purposes, and funding agreements so they are…
The new BC Societies Act (the “Act”) contains express provisions on the qualification and disqualification of directors. These provisions should be understood by the membership, potential and current directors, and those working with not-for-profit organizations.
Under the BC Societies Act (the “Act”), directors of a society have clarified roles and responsibilities. Directors must manage and supervise the activities and internal affairs of the society, subject to the Act, the regulations, and the bylaws. Like most modern corporate statutes, the functions and duties of directors are now set out in the Act.