The Regulations under the new BC Societies Act (“the Act”) are now available.
The Societies Regulation details certain requirements for society names, the default Model Bylaws, various fees, the Reporting Society Provisions, and directions on how to report on remuneration of directors, employees and contractors. It also contains provisions on Directors and Senior Managers who are 16 and 17 years old. The Model Bylaws will be dealt with in another post.
To register a society name, one must apply to the Registrar of Companies, who then reserves the name. The Registrar may not reserve a name unless the name complies with the naming requirements in the regulations. The regulations state that a society’s name must not, in the opinion of the Registrar, be likely to “confuse or mislead” with the name of any society, corporation, or extra-provincial corporation or cooperative association. This section imposes a duty on the Registrar to use good sense to allow a name reservation. The Registrar may also refuse to reserve a name if, “for good and valid reasons”, the Registrar disapproves of the name. This could be because the name implies a connection with government, contains an offensive word or slogan, or otherwise.
Reporting Society Provisions
The Reporting Society Provisions are set out in Schedule 3 of the Regulation. A Reporting Society must include these provisions in its bylaws.
These provisions include:
- the requirement to have an auditor, and restrictions on change of an incumbent auditor;
- requirements for comparative financial statements; and
- the obligation on the society to provide its latest fincial statements and auditor’s report, on the request of a lender (or other holder of a debt obligation) of the society.
Reporting on Remuneration
The Act requires the annual financial statements of a society, which is not a member funded society, must note the remuneration paid by the society to the directors, employees and service providers, in certain circumstances.
For directors, the financial statements must contain a note with the following:
- by director, a list of those who were paid for being a director, with the amount of remuneration paid; and
- by director, a list of those who were paid in another capacity, with the amount of remuneration paid and a description of the capacity.
This must include the position or title of each director (i.e. President, Treasurer) but is not required to include the directors’ names.
For employees and contractors, the financial statements must show the remuneration paid to all such persons (including corporations, other societies, partnerships and other legal persons) whose remuneration was at least $75,000. The list must have the total number of employees and contractors who earn more than or equal to $75,000 per year from the society.
This list must contain:
- the employee’s specific position or title (i.e. Executive Director), or the nature of the contractual services provided (i.e. accounting services);
- the amount of remuneration paid during the applicable period to the employee or contractor; and
- may include, but is not required to include, the employee or contractor’s name.
Youth Directors and Senior Managers
If a pre-existing society has an individual who is a director or senior manager who is 16 or 17 years of age, they continue to be qualified to be a director or senior manager subject to the Act and the bylaws of the society. A new society (not pre-existing) must have a majority of the directors be individuals (i.e. not corporations or other societies) who are at least 18 years of age, and specifically include a provision in the bylaws allowing for 16 or 17 year old directors or senior managers. As of November 28, 2018, the above will apply to a pre-existing society as well. This appears to be a two year lag time to allow 16 or 17 year old directors and senior managers to “age out” of the disqualifying category for pre-existing societies.