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.
On April 26, 2018, the Miscellaneous Statutes Amendment Act (No. 2) passed third reading, with most provisions relating to Societies Act clean-up on hold until such time as a regulation is passed by the Lieutenant Governor in Council. The various changes (not yet in force), include:
- Clarifying that heightened-threshold special resolutions can be cased as unanimous, a fraction or percentage, or by way of formula (s. 11(4)), and for certainty, stating the heightened-threshold can be used to target one or more provisions of a bylaw;
- Consolidating the s.107 record production obligation, clarifying the role of the Registrar, the applicant, and the society and reducing the time period on the society to provide a signed statement explaining why a record is not being provided;
- Confirming that a reference to a special resolution includes a special resolution passed or consented to prior to November 28, 2016; and
- Confirming that a pre-existing society may not submit a bylaw alteration application that changes a previously unalterable or reporting society obligation unless it is relying on a special resolution passed or consented to after the society has transitioned.
Certain other minor changes are introduced as well. The above changes are those which have yet to come into force by regulation.
None of these are particularly ground breaking, but they will assist individuals who are not lawyers in interpreting the provisions of the Societies Act, particularly in regards to high-threshold special resolutions (which I am regularly asked about, even prior to the act coming into force).