The new BC Societies Act allows for the creation of classes of voting and non-voting members, a welcome change many new and transitioning societies are taking advantage of. But what are the rights of non-voting members, and when should non-voting classes be considered?
Under the new Act, only voting members have the right to vote, and each only has one vote (subject to a delegate or indirect voting system, which must be set out expressly in the bylaws). Non-voting members are just that: a class of members who can attend members meetings but not vote, and who have some but not all participatory rights.
Non-voting classes of members may be appropriate when:
- a “probationary” class of membership is needed, such as when there are volunteering or participation requirements which occur prior to full membership, or in order to avoid meeting stacking (i.e. all memberships for the sixty days prior to an annual general meeting are approved as non-voting members, then become voting soon after);
- membership is deemed necessary to participate in the society’s day-to-day affairs (i.e. a sports club to access sporting facilities) but such individuals do not want to be (or are not involved with) the business of the society; or
- groups provide “membership” as they wish to be democratic, but have a closely-held society for other reasons (such as ownership or rental of personal property of the founders, for example).
Voting members, however, have substantial power under the new Act. Both classes are demonstrated in the table below.
|Provision||Name||Voting or Non-Voting or Both|
|75||Requisition of General Meeting||Voting members only|
|80||Powers of court respecting general meetings||Member or director|
|81||Members’ proposals / meeting requisition||Voting members only|
|102||Complaints by members||Member|
|103||Derivative actions||Member or director or another person|
|104||Compliance or restraining orders||Member or director or another person|
The only rights voting members have that non-voting members have are in ss. 75 and 81, the requisition of general meetings and the members’ proposals. This results in a situation where non-voting members will still have the ability to launch complaints, bring derivative actions, or have declarations made regarding general meetings, but do not actually get a vote or proposal rights on the business of the society unless it is being conducted in an unfairly prejudicial or oppressive manner, on in cases where it is appropriate for a non-voting member to bring or defend an action on behalf of the society.
These provisions have not yet been fully interpreted by the BC Supreme Court. However, understanding the difference between voting and non-voting members, and whether a society should use a non-voting class at all, is an important governance step for a society to consider pre-incorporation and pre-transition.