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 Act, a person cannot be a director if they are not qualified under either the Act or the bylaws. A societies bylaws can contain additional qualifications which a person must meet to become a director, such as membership for a certain period of time or membership in a specific group of persons (i.e. membership in a specific congregation).
Directors must not be:
- under 18, without a provision in the bylaws allowing for 16 or 17 year old directors (subject to the Regulations);
- found by a court to be incapable of managing the individual’s own affairs;
- an undischarged bankrupt; and
- convicted of certain fraud or trust related criminal offences.
A director who ceases to be qualified must promptly resign. If the bylaws state that the director ceases to hold office when no longer qualified, the director will be deemed to have resigned. For example, if a director is no longer a member in good standing of the society, the bylaws can have provision for disqualification and removal of the director.
Directors may be removed by special resolution at a meeting of the members, despite any provision in the bylaws. This cannot be altered, and is always available to the members.
The bylaws may also provide for a method of removal (majority vote at a members meeting, two-thirds vote by the board). Removal could be automatic. For example, if a director misses three directors meetings in a row, the bylaws could be drafted to cause automatic removal from their position.