If you are transitioning a society on your own, the process is quite simple. This post details the barebones process for transition of a non-member-funded society.
Author: Steve
Am I a director, senior manager, deemed director or just confused?
When the new Societies Act comes into force, many volunteers, members, directors, and staff of BC societies may be asking what their role is and what their obligations are. Here is a handy decision tree to assist you in determining where you fit in.
What happens if you fail to transition as a member funded society?
On transition, a pre-exiting society which qualifies may become a “member funded society”, a special type of society which is not subject to the reporting, disclosure, and winding up requirements of a typical society. Many societies, particularly closely-held societies, will want this status. It is obtained by adding a statement to the society’s constitution at the time of filing a transition application with the BC Corporate Registry. But if that deadline is missed, an application to the court is necessary. The particular phrasing of the section is unclear, as is…
Senior Managers: What are they?
The new Societies Act introduces “senior managers”, individuals who are appointed by the Board of Directors to manage the activities and internal affairs of a society, or a principal unit of it. Senior manager is a legal status, and does not affect employment rights. One can only be appointed as a senior manager by the society’s Board of directors, and must meet the qualifications which apply to directors of the society under the Act, and any other conditions or restrictions on their appointment as set out in the bylaws. It…
News: Director-on-director discipline acceptable if in society’s best interests
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”).
Regulations: New Societies Transitional Regulation released
On April 29, 2016, a new Societies Transitional Regulation was made (OIC 677/2015). The updated regulation clarifies the “individual” special resolution bylaw change interpretation, allows special resolutions under the old Society Act to continue under the new Societies Act, and clarifies that societies cannot alter unalterable provisions or reporting society provisions until a special resolution is passed or consented to after a transition application is filed.
Transition: What to know now
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.
Can a society’s provisions still be “unalterable”?
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…
Regulations: Societies Regulations released
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.
Directors: Qualification, Disqualification, and Removal
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.