The New Societies Act - Transition Deadline of November 28, 2018

The new British Columbia Societies Act came into effect on November 28, 2016. Every society existing under the old Society Act is required to transition into the new Act by November 28, 2018. Any societies that have not transitioned by this date will be subject to dissolution. To transition, a society must file a transition application online with Societies Online consisting of its current constitution and bylaws in electronic format and a statement of its directors and registered office.

The key items that each society needs to address to transition are as follows:

Constitution and Bylaws

Before transitioning into the new Act, every society must prepare an electronic consolidated version of its constitution and bylaws. The constitution must consist only of the society’s existing name and purposes and any additional provisions must be moved to the society’s bylaws. A society may wish to amend its bylaws on transition to take advantage of the provisions of the new Act, or to adopt the new Act’s model bylaws.

The key changes to the new Act, which the society may want to address in amending its bylaws, are as follows:

• special resolution threshold lowered from 3/4 to2/3 vote, although a higher threshold may be set in the society’s bylaws;
• electronic voting and meetings are allowed, although this may be restricted in the society’s bylaws;
• proxy voting is permitted, but must be expressly provided for in the society’s bylaws;
• a society must have one AGM per calendar year or have all members consent in a resolution (the former requirement to hold an AGM every 15 months is dispensed with);
• a director’s term of office is until the end of the next AGM, unless the bylaws provide otherwise;
• directors may be indemnified by the society, although this may be limited in the bylaws; and
• directors may be remunerated only if specified in the bylaws and may be reimbursed for reasonable expenses, unless limited by the bylaws.

‍

Member-funded Society Status

A member-funded society is a society that is funded primarily by its members to carry on activities for the benefit of its members. On transition, a pre-existing society may choose to designate itself as a member-funded society by including a statement to that effect in its constitution. To be eligible to become a member-funded society, a society must not have received, during its previous two financial years, public donations or government funding, or a combination thereof, above $20,000 and 10% of the society’s gross income for that period. In addition, the society cannot be a member-funded society if it falls within an excluded class of societies set out in the Act, including registered charities, student societies, hospitals or independent schools.

A member-funded society benefits from several features under the new Act, including:

• less stringent requirements with respect to the number and residency of directors;
• an exemption from the financial reporting requirements to: provide disclosure with respect to director remuneration; and provide financial statements to the public;
• entitlement to distribute its assets to members on dissolution; and
• ability to convert into a British Columbia company.

‍‍

Corporate Filings

Before transitioning, the society must ensure that the information on file with the Corporate Registry about its directors and registered office is up to date. The transitioning society must also be up to date in the filing of its annual reports, or it will be unable to transition.

‍

Additional Information

For additional information, or for assistance in transitioning your society into the new Act, please contact Jennifer Myhal.

Further information is available at the following links:

• A Guide to the Transition Process (BC Registry)
• Overview of Changes - The Societies Act (Government of BC)
• The Societies Act (BC Laws)

‍

‍