As of November 28, 2016, current and extra-provincially registered societies must “transition” to the new Societies Act. Don’t panic! There’s lots of time: transition does not need to be completed until November 28, 2018.
This article provides the basics of who needs to transition, what they should be doing now, and what needs to be done on transition.
WHO NEEDS TO TRANSITION
Transition applications must be filed by organizations incorporated in BC under the Society Act (the old Act) and those organizations extra-provincially registered to operate in BC, such as a society/not-for-profit incorporated in another province or a Canada Not-for-Profit Corporation.
If your organization is not extra-provincially registered to operate in BC, you do not need to transition.
Whether a “Special Act Non-share Corporation” — that is, an organization incorporated under another act (for example, a university or hospital) — needs to file a transition application is outside the scope of this post.
WHAT TO DO RIGHT NOW
Nothing other than some housekeeping. Societies have two years under the new Act to transition (i.e. November 28, 2018).
Instead of rolling around in a flop sweat, view this time as an opportunity. Perhaps appoint a small committee or workshop with members and directors to conduct a strategic review of your society’s operations. Consider your current bylaws: are they servicing your organization? What needs to change?
For example, you should consider:
- Are there senior managers in your organization, and if so, what directors’ duties should be delegated to them;
- Who are your directors? Do they meet the qualifications now set out in the Act and Regulations? Does the structure need to change?
- Are there unalterable provisions which are sticking points among members or your funding is contingent on?
- What provisions of the New Act conflict, and what are the benefits of the New Act to your organization?
- What are your procedures for election and removal of directors? What are your procedures for director, member or senior officer discipline?
- Who is your membership — do you have numerous ex officio members, and do you need different classes of membership?
- Where will society records be kept, and who should have access to them?
Doing such strategic planning with a view of the provisions of the new Act will assist your organization with the transition process.
WHAT NEEDS TO BE DONE ON TRANSITION
Transition applications will be completed online. The process for transitioning for most will include altering their constitution and bylaws to comply with the New Act. The New Act does not allow the constitution to contain anything other than the society’s purposes, and the New Act may make existing bylaw provisions unenforceable or unnecessary, depending on your organization.
- All annual reports must be up to date and filed with the Corporate Registry; if not, the society cannot transition; and
- the Statement of Directors and Registered Office should be the most up to date and accurate as possible.
- Anything other than your society’s name and purposes (word for word) must be moved from the constitution into the bylaws;
- If reusing the prior bylaws, the bylaws must be a complete set (i.e. the original set of bylaws, updated to include any amendments to the original set filed with the Corporate Registry) and must be word-for-word what appears in the Registry; and
- The bylaws must identify any unalterable provision as being “previously unalterable”.
There is no need to hold a general meeting or a vote in order to perform the above changes for a transition application.
A society may choose to make changes to its bylaws on transition. This must be approved by special resolution of the members. If approved before November 28, 2016, it requires a 3/4 vote; if on or after November 28, 2016, a 2/3 vote is required. Note that new bylaws also require unalterable provisions to be marked as “previously unalterable”.
Bylaws may be amended either on transition or thereafter (for a $50 fee).
For more information on transition, the Registry of Companies released a free transition guide on April 15, 2016.