Clicklaw Wikibooks - User contributions [en]

Societies Act FAQs

2024-01-30T20:19:59Z

PLEO: /* About these FAQs */

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The information in '''Societies Act FAQs''' is intended for British Columbian non-profits that want to understand the requirements of BC's ''[https://canlii.ca/t/8v16 Societies Act]'', SBC 2015, c. 18, and compliance with this legislation.

==Part One: Incorporating a Non-Profit Society==
:[[Societies, Charities, and Federal Not-For-Profit Corporations - What's the Difference? (Societies Act FAQs)|Societies, Charities, and Federal Not-For-Profit Corporations - What’s the Difference?]]
:[[Set up a Societies Online Account (Societies Act FAQs)|Set up a Societies Online Account]]
:[[Choose a Non-Profit Name (Societies Act FAQs)|Choose a Name]]
:[[Draft a Non-Profit Constitution (Societies Act FAQs)|Draft a Constitution]]
:[[Draft Non-Profit Bylaws (Societies Act FAQs)|Draft Bylaws]]
:[[Select Applying Non-Profit Directors (Societies Act FAQs)|Select Applying Directors]]
:[[Member-Funded Societies (Societies Act FAQs)|Member-Funded Societies]]

== Part Two: Managing a Non-Profit Society ==
:[[Non-Profit Member Rights and Participation (Societies Act FAQs)|Member Rights and Participation]]
:[[Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)|Meetings of Members (AGM, SGM)]]
:[[Non-Profit Directors (Societies Act FAQs)|Directors: Eligibility, Duties, Liability, Remuneration, Conflicts of Interest]]
:[[Meetings of Non-Profit Directors (Societies Act FAQs)|Meetings of Directors]]
:[[Non-Profit Senior Managers and Officers (Societies Act FAQs)|Senior Managers and Officers]]
:[[Non-Profit Recordkeeping and Privacy (Societies Act FAQs)|Recordkeeping & Privacy]]
:[[Non-Profit Finances and Borrowing (Societies Act FAQs)|Finances & Borrowing]]
:[[Non-Profit Audits and Auditor (Societies Act FAQs)|Audits & Auditor]]
:[[Non-Profit Seal (Societies Act FAQs)|Seal]]

== Part Three: Dissolving a Non-Profit Society ==
:[[How to Dissolve a Non-Profit (Societies Act FAQs)|Dissolution Process]]

==Appendices==
:[[Transition (Societies Act FAQs)|If You Have Not Yet Transitioned to the New Act]]

== About these FAQs==
The Societies Act FAQs were prepared by [https://www.pacificlegaloutreach.com Pacific Legal Education and Outreach Society] (PLEO) with help and support from the University of Victoria Faculty of Law Business Law Clinic. They were originally intended as a support for non-profit organizations in British Columbia undergoing transition to BC's then-new ''[https://canlii.ca/t/544bg Societies Act]'', SBC 2015, c 18.

In 2021, the FAQs were updated to remove the focus on transition, and additional content was added to help individuals understand how to incorporate, manage, and dissolve non-profits in BC. The FAQs were updated by University of British Columbia law student Sheldon Falk with help from Paul Wood. They were reviewed for accuracy by lawyer Martha Rans, Founder and Legal Director of PLEO. The FAQs were updated again in 2024 by lawyer Sheldon Falk to reflect further changes to the ''Societies Act''.

For more information, resources, templates, workshops, and webinars, go to [https://www.pacificlegaloutreach.com/ www.pacificlegaloutreach.com].

Learn more about [[Clicklaw Wikibooks]].

== About Pacific Legal Education and Outreach Society==
The [https://www.pacificlegaloutreach.com/ Pacific Legal Education and Outreach Society] aims to empower artists and non-profits in Canada to access justice efficiently, effectively, and equitably. With this mission, PLEO works to shift the paradigm in how non-profits and artists experience the law, providing them with accessible tools, education, and information needed to prevent a legal issue before it happens.

For more information, see our [https://www.pacificlegaloutreach.com/about About Us] page.

:[[File:PLEOlogo.png|frameless|none|150px|link=https://www.pacificlegaloutreach.com]]

{{Societies Act FAQs Navbox}}
__NOTOC__
__NOGLOSSARY__
[[Category:Navigation Page]]

Template:Societies Act FAQs TOC

2024-01-30T20:18:08Z

PLEO:

<div class = "nomobile">
{{Sidebar
|name = Societies Act FAQs TOC
|outertitle =
|topimage =
|pretitle =
|title = [[Societies Act FAQs]]
|image = [[image:Societies_Act_FAQs_thumb_image.png|60px|left|link=Societies Act FAQs]]This page is from the '''''Societies Act FAQs'''''. See the [[Societies Act FAQs|full contents]].

|headingstyle = border-top:1px solid #CCCCCC; padding-top:1px; text-align: left;
|contentstyle = text-align: left;

|heading1 = Contents|

|heading2 = Part 1: Incorporate a Non-Profit
|content2 = [[Societies, Charities, and Federal Not-For-Profit Corporations - What's the Difference? (Societies Act FAQs)|Societies, Charities, and Federal NFPCs]] [[Set up a Societies Online Account (Societies Act FAQs)|Set up a Societies Online Account]] [[Choose a Non-Profit Name (Societies Act FAQs)|Choose a Name]] [[Draft a Non-Profit Constitution (Societies Act FAQs)|Draft a Constitution]] [[Draft Non-Profit Bylaws (Societies Act FAQs)|Draft Bylaws]] [[Select Applying Non-Profit Directors (Societies Act FAQs)|Select Applying Directors]] [[Member-Funded Societies (Societies Act FAQs)|Member-Funded Societies]]

|heading3 = Part 2: Manage a Non-Profit
|content3 = [[Non-Profit Member Rights and Participation (Societies Act FAQs)|Member Rights and Participation]] [[Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)|Meetings of Members (AGM, SGM)]] [[Non-Profit Directors (Societies Act FAQs)|Directors]] [[Meetings of Non-Profit Directors (Societies Act FAQs)|Meetings of Directors]] [[Non-Profit Senior Managers and Officers (Societies Act FAQs)|Senior Managers and Officers]] [[Non-Profit Recordkeeping and Privacy (Societies Act FAQs)|Recordkeeping & Privacy]] [[Non-Profit Finances and Borrowing (Societies Act FAQs)|Finances & Borrowing]] [[Non-Profit Audits and Auditor (Societies Act FAQs)|Audits & Auditor]] [[Non-Profit Seal (Societies Act FAQs)|Seal]]

|heading4 = Part 3: Dissolve a Non-Profit
|content4 = [[How to Dissolve a Non-Profit (Societies Act FAQs)|Dissolution Process]]

|heading5 = Appendices
|content5 = [[Transition (Societies Act FAQs)|Transition]]

|heading6 = Still have questions?
|content6 = Check out our [https://lawfornonprofits.ca/ Resource Page] Contact [https://lawfornonprofits.ca/ask-law-student-service Ask a Law Student] 

|heading7 = About these FAQs
|content7 = This title is from [https://www.pacificlegaloutreach.com/ PLEO] [mailto:administrator@pacificlegaloutreach.com Report an Issue]
}}
<noinclude>__NOGLOSSARY__
[[Category:Exclude in print]]</noinclude>
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Template:Societies Act FAQs TOC

2024-01-30T20:17:29Z

PLEO:

<div class = "nomobile">
{{Sidebar
|name = Societies Act FAQs TOC
|outertitle =
|topimage =
|pretitle =
|title = [[Societies Act FAQs]]
|image = [[image:Societies_Act_FAQs_thumb_image.png|60px|left|link=Societies Act FAQs]]This page is from the '''''Societies Act FAQs'''''. See the [[Societies Act FAQs|full contents]].

|headingstyle = border-top:1px solid #CCCCCC; padding-top:1px; text-align: left;
|contentstyle = text-align: left;

|heading1 = Contents|

|heading2 = Part 1: Incorporate a Non-Profit
|content2 = [[Societies, Charities, and Federal Not-For-Profit Corporations - What's the Difference? (Societies Act FAQs)|Societies, Charities, and Federal NFPCs]] [[Set up a Societies Online Account (Societies Act FAQs)|Set up a Societies Online Account]] [[Choose a Non-Profit Name (Societies Act FAQs)|Choose a Name]] [[Draft a Non-Profit Constitution (Societies Act FAQs)|Draft a Constitution]] [[Draft Non-Profit Bylaws (Societies Act FAQs)|Draft Bylaws]] [[Select Applying Non-Profit Directors (Societies Act FAQs)|Select Applying Directors]] [[Member-Funded Societies (Societies Act FAQs)|Member-Funded Societies]]

|heading3 = Part 2: Manage a Non-Profit
|content3 = [[Non-Profit Member Rights and Participation (Societies Act FAQs)|Member Rights and Participation]] [[Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)|Meetings of Members (AGM, SGM)]] [[Non-Profit Directors (Societies Act FAQs)|Directors]] [[Meetings of Non-Profit Directors (Societies Act FAQs)|Meetings of Directors]] [[Non-Profit Senior Managers and Officers (Societies Act FAQs)|Senior Managers and Officers]] [[Non-Profit Recordkeeping and Privacy (Societies Act FAQs)|Recordkeeping & Privacy]] [[Non-Profit Finances and Borrowing (Societies Act FAQs)|Finances & Borrowing]] [[Non-Profit Audits and Auditor (Societies Act FAQs)|Audits & Auditor]] [[Non-Profit Seal (Societies Act FAQs)|Seal]]

|heading4 = Part 3: Dissolve a Non-Profit
|content4 = [[How to Dissolve a Non-Profit (Societies Act FAQs)|Dissolution Process]]

|heading5 = Appendices
|content5 = [[Transition (Societies Act FAQs)|Transition]]

|heading6 = Still have questions?
|content6 = Check out our [https://lawfornonprofits.ca/ Resource Page] Contact [https://lawfornonprofits.ca/ask-law-student-service Ask a Law Student] [https://www.pacificlegaloutreach.com/upcoming-events Attend a webinar] or [https://www.pacificlegaloutreach.com/past-event-recordings-resources watch recordings]

|heading7 = About these FAQs
|content7 = This title is from [https://www.pacificlegaloutreach.com/ PLEO] [mailto:administrator@pacificlegaloutreach.com Report an Issue]
}}
<noinclude>__NOGLOSSARY__
[[Category:Exclude in print]]</noinclude>
</div>

Template:Societies Act FAQs TOC

2024-01-30T20:16:53Z

PLEO:

<div class = "nomobile">
{{Sidebar
|name = Societies Act FAQs TOC
|outertitle =
|topimage =
|pretitle =
|title = [[Societies Act FAQs]]
|image = [[image:Societies_Act_FAQs_thumb_image.png|60px|left|link=Societies Act FAQs]]This page is from the '''''Societies Act FAQs'''''. See the [[Societies Act FAQs|full contents]].

|headingstyle = border-top:1px solid #CCCCCC; padding-top:1px; text-align: left;
|contentstyle = text-align: left;

|heading1 = Contents|

|heading2 = Part 1: Incorporate a Non-Profit
|content2 = [[Societies, Charities, and Federal Not-For-Profit Corporations - What's the Difference? (Societies Act FAQs)|Societies, Charities, and Federal NFPCs]] [[Set up a Societies Online Account (Societies Act FAQs)|Set up a Societies Online Account]] [[Choose a Non-Profit Name (Societies Act FAQs)|Choose a Name]] [[Draft a Non-Profit Constitution (Societies Act FAQs)|Draft a Constitution]] [[Draft Non-Profit Bylaws (Societies Act FAQs)|Draft Bylaws]] [[Select Applying Non-Profit Directors (Societies Act FAQs)|Select Applying Directors]] [[Member-Funded Societies (Societies Act FAQs)|Member-Funded Societies]]

|heading3 = Part 2: Manage a Non-Profit
|content3 = [[Non-Profit Member Rights and Participation (Societies Act FAQs)|Member Rights and Participation]] [[Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)|Meetings of Members (AGM, SGM)]] [[Non-Profit Directors (Societies Act FAQs)|Directors]] [[Meetings of Non-Profit Directors (Societies Act FAQs)|Meetings of Directors]] [[Non-Profit Senior Managers and Officers (Societies Act FAQs)|Senior Managers and Officers]] [[Non-Profit Recordkeeping and Privacy (Societies Act FAQs)|Recordkeeping & Privacy]] [[Non-Profit Finances and Borrowing (Societies Act FAQs)|Finances & Borrowing]] [[Non-Profit Audits and Auditor (Societies Act FAQs)|Audits & Auditor]] [[Non-Profit Seal (Societies Act FAQs)|Seal]]

|heading4 = Part 3: Dissolve a Non-Profit
|content4 = [[How to Dissolve a Non-Profit (Societies Act FAQs)|Dissolution Process]]

|heading5 = Appendices
|content5 = [[Transition (Societies Act FAQs)|Transition]]

|heading6 = Still have questions?
|content6 = Check out our [https://www.pacificlegaloutreach.com/resources Resource Page] Contact [https://lawfornonprofits.ca/ask-law-student-service Ask a Law Student] [https://www.pacificlegaloutreach.com/upcoming-events Attend a webinar] or [https://www.pacificlegaloutreach.com/past-event-recordings-resources watch recordings]

|heading7 = About these FAQs
|content7 = This title is from [https://www.pacificlegaloutreach.com/ PLEO] [mailto:administrator@pacificlegaloutreach.com Report an Issue]
}}
<noinclude>__NOGLOSSARY__
[[Category:Exclude in print]]</noinclude>
</div>

Transition (Societies Act FAQs)

2024-01-30T20:14:34Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
==About this Appendix==
This appendix ''only'' applies to non-profit societies in existence before the the current BC ''Societies Act'' came into effect that have not yet transitioned to the new act. '''Therefore, the following information does not apply to non-profits incorporated after 28 November 2016'''.

==Overview of the ''Societies Act''==
*Every non-profit in BC will have two years to electronically file a transition application consisting of their constitution, bylaws, a statement of directors and their registered office, all as they existed before the new Act comes into force.
*It is important that every non-profit ensure that the statement of directors and their registered office is up to date prior to transitioning.
*If a non-profit’s information is incorrect at the time of transition, the non-profit will be required to make a separate filing after their transition is complete.
*It is also important that all annual reports are up to date in the annual reporting filings. Any non-profit whose annual reports are not up to date will not be able to transition.
*This transition application will require non-profits to make changes to their current constitution and bylaws, as well as re-file those documents in electronic format with the Corporate Registry.
*Major change to the constitution is to remove any provisions outside the name and purposes of the non-profit.
*Special provisions will now have to be moved to the bylaws.
*To make these changes, a non-profit will not be required to pass a special resolution at their AGM. Non-profits will be permitted to move these provisions for the transition application.
*When moving unalterable provisions out of the constitution, these provisions must be identified as "previously unalterable." Once a non-profit has transitioned, these unalterables can be changed by following the new Act's bylaw amendment procedures.
*Non-profits should be wary of adopting the new Model Bylaws provided in Schedule 1 of the new Act without considering its implications and possible modifications.
*It is not necessary to adopt the new Model Bylaws.
*There are many differences from the old Schedule B Bylaws that could cause issues for certain non-profits.
*For example, the quorum requirement in the Model Bylaws is 3 members or 10% of the membership, whichever is greater. For non-profits with a large membership base, this could be very problematic. As the new Act only requires 3 members for quorum, we recommend reading the new Model Bylaws carefully before adopting, and making necessary changes.

==Other information regarding the new Societies Act==
Please visit [https://www2.gov.bc.ca/gov/content/employment-business/business/not-for-profit-organizations BC Registry Services] for more information regarding the new ''Societies Act'', including:
*a transition guide
*a link to the new Act and its regulations
*links to the new Model Bylaws as well as the old Schedule B Bylaws
*tables comparing the old Society Act to the new Societies Act
*more FAQs

==FAQs About Transitioning to the New ''Societies Act''==
===When can we pass the updated bylaws and constitution?===
When you transition, you will remove any unalterable provisions from your constitution and place them in their own section in your bylaws, indicating that they are "previously unalterable." You should not change your purposes upon transitioning. If all you are doing is moving the unalterables to your bylaws the non-profit does not need to take those changes to the membership.

===What do we do with the winding up and dissolution clause in our constitution?===
Under the new act only the name and purposes can be included in the constitution. Additional clauses including the winding up and dissolution clauses should be added to the bylaws in a separate section under a sub-heading such as "Other Provisions", "Former Constitutional Provisions", etc. If the clause was unalterable then the words “previously unalterable” need to be added. A special resolution is not required to make this change.

===Do we need the approval of the CRA to move the winding up and dissolution clause out of the constitution?===
No. The new ''Societies Act'' does not change the non-profit’s relationship to the CRA. Those non-profits that are registered charities will have to notify the CRA about changes to the non-profit’s constitution and bylaws and provide the CRA with a copy of the amended documents.

===Do we need a special resolution when we move the winding up and dissolution provisions from the constitution to our bylaws?===
Simply moving provisions, such as the winding up and dissolution provision, from the constitution to the bylaws will not require a non-profit to hold a vote or even a general meeting. However, any previously unalterable provisions will have to be identified as previously unalterable when they are moved. Once the non-profit has transitioned then the non-profit can remove the "previously unalterable" language. However, to do that the non-profit will need to pass a special resolution.

===What does unalterable mean?===
Unalterable means something that cannot be changed. In the new ''Societies Act'', unalterable bylaw provisions are no longer permitted.

===Are the Schedule B Bylaws compliant with the new ''Societies Act''?===
The Schedule B Bylaws are mostly compliant with the new act. If your non-profit has been using the Schedule B Bylaws and they have been working for you, it is likely that you will not have to change your bylaws. The non-profit may want to do some minor housekeeping and updating; however, the new act does not require the non-profit to do so. If the non-profit is using the Schedule B it does not have to adopt the new model bylaws on the transition. If the non-profit decides to change its bylaws it can do so at any time after they transition.

===On transition, can we correct the spelling errors that were on the original filed bylaws?===
Yes, you may correct spelling errors when you transition.

{{Societies Act FAQs NavBox}}

Transition (Societies Act FAQs)

2024-01-30T20:14:03Z

PLEO: /* Other information regarding the new Societies Act */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==About this Appendix==
This appendix ''only'' applies to non-profit societies in existence before the the current BC ''Societies Act'' came into effect that have not yet transitioned to the new act. '''Therefore, the following information does not apply to non-profits incorporated after 28 November 2016'''.

==Overview of the ''Societies Act''==
*Every non-profit in BC will have two years to electronically file a transition application consisting of their constitution, bylaws, a statement of directors and their registered office, all as they existed before the new Act comes into force.
*It is important that every non-profit ensure that the statement of directors and their registered office is up to date prior to transitioning.
*If a non-profit’s information is incorrect at the time of transition, the non-profit will be required to make a separate filing after their transition is complete.
*It is also important that all annual reports are up to date in the annual reporting filings. Any non-profit whose annual reports are not up to date will not be able to transition.
*This transition application will require non-profits to make changes to their current constitution and bylaws, as well as re-file those documents in electronic format with the Corporate Registry.
*Major change to the constitution is to remove any provisions outside the name and purposes of the non-profit.
*Special provisions will now have to be moved to the bylaws.
*To make these changes, a non-profit will not be required to pass a special resolution at their AGM. Non-profits will be permitted to move these provisions for the transition application.
*When moving unalterable provisions out of the constitution, these provisions must be identified as "previously unalterable." Once a non-profit has transitioned, these unalterables can be changed by following the new Act's bylaw amendment procedures.
*Non-profits should be wary of adopting the new Model Bylaws provided in Schedule 1 of the new Act without considering its implications and possible modifications.
*It is not necessary to adopt the new Model Bylaws.
*There are many differences from the old Schedule B Bylaws that could cause issues for certain non-profits.
*For example, the quorum requirement in the Model Bylaws is 3 members or 10% of the membership, whichever is greater. For non-profits with a large membership base, this could be very problematic. As the new Act only requires 3 members for quorum, we recommend reading the new Model Bylaws carefully before adopting, and making necessary changes.

==Other information regarding the new Societies Act==
Please visit [https://www2.gov.bc.ca/gov/content/employment-business/business/not-for-profit-organizations BC Registry Services] for more information regarding the new ''Societies Act'', including:
*a transition guide
*a link to the new Act and its regulations
*links to the new Model Bylaws as well as the old Schedule B Bylaws
*tables comparing the old Society Act to the new Societies Act
*more FAQs

==FAQs About Transitioning to the New ''Societies Act''==
===When can we pass the updated bylaws and constitution?===
When you transition, you will remove any unalterable provisions from your constitution and place them in their own section in your bylaws, indicating that they are "previously unalterable." You should not change your purposes upon transitioning. If all you are doing is moving the unalterables to your bylaws the non-profit does not need to take those changes to the membership.

===What do we do with the winding up and dissolution clause in our constitution?===
Under the new act only the name and purposes can be included in the constitution. Additional clauses including the winding up and dissolution clauses should be added to the bylaws in a separate section under a sub-heading such as "Other Provisions", "Former Constitutional Provisions", etc. If the clause was unalterable then the words “previously unalterable” need to be added. A special resolution is not required to make this change.

===Do we need the approval of the CRA to move the winding up and dissolution clause out of the constitution?===
No. The new ''Societies Act'' does not change the non-profit’s relationship to the CRA. Those non-profits that are registered charities will have to notify the CRA about changes to the non-profit’s constitution and bylaws and provide the CRA with a copy of the amended documents.

===Do we need a special resolution when we move the winding up and dissolution provisions from the constitution to our bylaws?===
Simply moving provisions, such as the winding up and dissolution provision, from the constitution to the bylaws will not require a non-profit to hold a vote or even a general meeting. However, any previously unalterable provisions will have to be identified as previously unalterable when they are moved. Once the non-profit has transitioned then the non-profit can remove the "previously unalterable" language. However, to do that the non-profit will need to pass a special resolution.

===What does unalterable mean?===
Unalterable means something that cannot be changed. In the new ''Societies Act'', unalterable bylaw provisions are no longer permitted.

===Are the Schedule B Bylaws compliant with the new ''Societies Act''?===
The Schedule B Bylaws are mostly compliant with the new act. If your non-profit has been using the Schedule B Bylaws and they have been working for you, it is likely that you will not have to change your bylaws. The non-profit may want to do some minor housekeeping and updating; however, the new act does not require the non-profit to do so. If the non-profit is using the Schedule B it does not have to adopt the new model bylaws on the transition. If the non-profit decides to change its bylaws it can do so at any time after they transition.

===On transition, can we correct the spelling errors that were on the original filed bylaws?===
Yes, you may correct spelling errors when you transition.

{{Societies Act FAQs NavBox}}

How to Dissolve a Non-Profit (Societies Act FAQs)

2024-01-30T20:11:43Z

PLEO: /* How do I dissolve a non-profit society? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
===How do I dissolve a non-profit society?===
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
Most dissolutions will happen voluntarily, at the request of the members. In order to dissolve voluntarily, the following steps must be taken:
====Step One: Pass an Ordinary Resolution====
The non-profit’s members must pass an ordinary resolution at a members’ meeting (AGM or SGM) empowering the board to seek dissolution from the registry as soon as it is practical or at a certain date. If the bylaws do not specify the qualified recipient of the non-profit’s remaining assets upon dissolution, the members may also pass a resolution specifying the qualified recipient at this meeting.

An example dissolution resolution could read:
<blockquote>''Be it resolved that the board is empowered to seek dissolution of the society from the registry as soon as is practical.''</blockquote>

====Step Two: Pay the Non-Profit's Liabilities====
Once the members’ ordinary resolution has been passed, the directors must pay or make arrangements to pay all the non-profit’s liabilities.

====Step Three: Distribute Remaining Assets to Qualified Recipient====
After the liabilities have been paid, any remaining assets must be distributed to the qualified recipient listed in the non-profit’s bylaws. If the non-profit’s bylaws do not specify the qualified recipient, the remaining assets must be disbursed to a qualified resolution specified by a resolution of the members. If a resolution of the members is not possible, a resolution of the directors specifying the qualified recipient will suffice.

====Step Four: Submit a Dissolution Request to the Registrar====
Once arrangements have been made to settle the non-profit’s liabilities and disburse the non-profit’s remaining assets, the directors must submit a request for dissolution to the Registrar. With the request for dissolution, the directors must provide a copy of the members’ ordinary resolution authorizing dissolution. The directors must also provide an affidavit sworn by at least two directors (or sworn by one director if there is only one director), declaring that to the best of their knowledge, the non-profit has no liabilities or has made adequate arrangements for the payment of the non-profit’s liabilities and that the remaining assets of the non-profit, if any, have been disbursed to the qualified recipient.

===What is a qualified recipient?===
A qualified recipient is an organization that is eligible and designated by the non-profit’s bylaws or a resolution of the members or directors of the non-profit to receive the non-profit’s remaining assets upon dissolution. The ''Societies Act'' states that a qualified recipient may only be another society (cannot be a member-funded society), a community service cooperative, a registered charity, or a trust for a charitable purpose.

{{Societies Act FAQs NavBox}}

Non-Profit Seal (Societies Act FAQs)

2024-01-30T00:15:26Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
==Are we required to have a seal?==
No. A non-profit is not required to have a seal.
{{Societies Act FAQs NavBox}}

Non-Profit Audits and Auditor (Societies Act FAQs)

2024-01-30T00:15:07Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
===Do we need to hire an auditor?===
Unless required by the bylaws, most non-profits will not need to have their accounting records (aka the “Books”) audited. In fact, an audit may not even be worthwhile, especially if the cost of the audit would cost a significant portion of the non-profit’s overall budget. Generally, the greater the amount of funds managed by the non-profit, the greater the need and pressure will be to have an auditor. In fact, it is often funders who may require that the non-profit’s books be audited as a condition for grant approval. If an auditor is required, then the non-profit must follow the requirements of the ''Societies Act''.

===How does a non-profit society appoint an auditor?===
The first auditor of the non-profit must be appointed by a resolution of the directors, to hold office until the close of the following AGM. Every auditor thereafter must be appointed by the members at the AGM. However, if there is a vacancy in auditor due to death or resignation, the directors may appoint an auditor until the close of the next AGM.

===Who can be an auditor?===
Only individuals who are chartered professional accountants (CPAs) or firms whose members are CPAs may be appointed as auditors of a non-profit. In addition, the auditor must be independent from the non-profit. Among other things, ''independent'' means the auditor cannot be a director, senior manager, or employee of the non-profit. The auditor also cannot be a partner of, be related to, employ, or be employed by a director, senior manager, or employee of the non-profit.

===What is a review engagement?===
A review engagement is a less thorough and thus less costly type of financial audit. Since it is less thorough than a full financial audit, it can only provide limited assurance about the accuracy of the non-profit’s financial statements. During a review engagement, an auditor reviews the non-profit’s financials and makes inquiries. The auditor then reports if they have any reason to believe the financial statements are not being presented accurately. In other words, a review engagement might help a non-profit catch any red flags while avoiding the higher cost of a full financial audit.
__NOGLOSSARY__

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-30T00:02:48Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented to members at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records, in the non-profit's bylaws. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [https://www.canada.ca/en/revenue-agency/services/forms-publications/publications/t4117/income-tax-guide-non-profit-organization-information-return.html CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They may include a great deal of personal information. For this reason, it is a best practice to restrict access to accounting records in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-30T00:02:37Z

PLEO: /* What are accounting records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented to members at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records, in the non-profit's bylaws. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [https://www.canada.ca/en/revenue-agency/services/forms-publications/publications/t4117/income-tax-guide-non-profit-organization-information-return.html CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They may include a great deal of personal information. For this reason, it is a best practice to restrict access to accounting records in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-30T00:02:23Z

PLEO: /* What are accounting records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented to members at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records, in the non-profit's bylaws. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [https://www.canada.ca/en/revenue-agency/services/forms-publications/publications/t4117/income-tax-guide-non-profit-organization-information-return.html CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They include a great deal of sensitive and personal information. For this reason, it is a best practice to restrict access to accounting records in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-30T00:02:13Z

PLEO: /* What are accounting records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented to members at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records, in the non-profit's bylaws. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [https://www.canada.ca/en/revenue-agency/services/forms-publications/publications/t4117/income-tax-guide-non-profit-organization-information-return.html CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They include a great deal of personal information. For this reason, it is a best practice to restrict access to accounting records in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-30T00:01:48Z

PLEO: /* What are accounting records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented to members at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records, in the non-profit's bylaws. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [https://www.canada.ca/en/revenue-agency/services/forms-publications/publications/t4117/income-tax-guide-non-profit-organization-information-return.html CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They include a great deal of personal information. Due to the sensitive nature of this information, it is a best practice to restrict access to accounting records in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-30T00:00:52Z

PLEO: /* Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented to members at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records, in the non-profit's bylaws. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [https://www.canada.ca/en/revenue-agency/services/forms-publications/publications/t4117/income-tax-guide-non-profit-organization-information-return.html CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They include a great deal of personal information. Access to accounting records should be excluded in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-29T23:59:09Z

PLEO: /* What is the difference between accounting records and financial statements? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented to members at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records, in the non-profit's bylaws. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [http://www.cra-arc.gc.ca/E/pub/tg/t4117/t4117-14e.pdf CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They include a great deal of personal information. Access to accounting records should be excluded in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-29T23:57:28Z

PLEO: /* What are debentures? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a legal agreement used to raise money by borrowing from others. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented for member approval at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [http://www.cra-arc.gc.ca/E/pub/tg/t4117/t4117-14e.pdf CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They include a great deal of personal information. Access to accounting records should be excluded in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Finances and Borrowing (Societies Act FAQs)

2024-01-29T23:55:25Z

PLEO: /* Can a non-profit society operate a business or own a for-profit corporation? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Non-Profit Finances==
===Can a non-profit society operate a business or own a for-profit corporation?===
A non-profit can own a for-profit business if operating the business supports the non-profit’s purposes. This may be a situation, however, where the non-profit wants to make sure that it has legal and accounting advice.

===What are debentures?===
A debenture is a debt instrument used to raise capital. Debentures are typically used to raise short term capital for specific purposes (for instance an upcoming expansion). Debentures are unsecured by collateral or assets, and are generally backed up by the creditworthiness of the borrower. The term is found in many non-profit bylaws because the old ''Society Act'' did not permit the issuing of debentures without a special resolution. Under the ''Societies Act'', non-profits can borrow funds and issue debentures whenever the directors determine, unless it is prohibited by the bylaws. A non-profit that wishes to can limit the borrowing powers of the board in its bylaws.

==Non-Profit Financial Statements==
===What is the difference between accounting records and financial statements?===
Financial statements and accounting records are not the same thing.

Financial statements are a broad overview of the non-profit’s financial position, presented for member approval at each AGM. Financial statements generally include four documents: Income Statement, Balance Sheet (Statement of Financial Position), Statement of Cash Flows, and Equity Statement (Statement of Retained Earnings).

Accounting records is a broad category which includes details on individual financial transactions such as the date and amount of deposits or withdrawals, cheque numbers, bank account numbers, daily balances, etc. Normally it is called the ''general ledger''. Since there is much more detailed and sensitive information in accounting records, it may be in the non-profit’s best interest to restrict access to such records.

Non-profits may restrict access to records listed under s. 20(2) of the ''Societies Act'', which includes accounting records. Non-profits may not restrict access to records listed under s. 20(1), which includes financial statements. For more on recordkeeping, see [[Non-Profit_Recordkeeping_and_Privacy_(Societies_Act_FAQs)|Non-Profit Recordkeeping and Privacy]].

===Do we need to submit financial statements to the Registrar?===
No. This is not a requirement of the ''Societies Act''. The Registry does not accept any financial statements or accounting records of a non-profit. However, every non-profit is obligated to produce financial statements on an annual basis and provide them to its members.

===Do the non-profit society’s financial statements need to be prepared by an accountant or bookkeeper?===
The ''Societies Act'' requires that a non-profit keep sufficient accounting records and are able to produce a set of financial statements for its members. The ''Societies Act'' does not require that the non-profit get professional help, nor does the CRA. Thus, a non-profit’s treasurer could provide financial statements.

Note that if a non-profit becomes complicated enough financially, it may be a good idea to get a bookkeeper then an accountant to prepare and approve annual financial statements. Some funders require audited financial statements. The ''Societies Act'' sets out the qualifications of an auditor but does not require an audit. For more information, see the [http://www.cra-arc.gc.ca/E/pub/tg/t4117/t4117-14e.pdf CRA’s guide to filing the Annual Information return].

==Non-Profit Accounting Records==
===What are accounting records?===
Accounting records are the general ledger of the non-profit and all related documentation such as bank statements and donation receipts. They include a great deal of personal information. Access to accounting records should be excluded in your bylaws.

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:55:04Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act'', or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once 10 years have passed since the record was created or last altered '''and''' the record is no longer relevant to the activities or internal affairs of the non-profit. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Under the [https://canlii.ca/t/84mg ''Personal Information Protection Act''], every non-profit is required to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://lawfornonprofits.ca/node/446 here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:54:44Z

PLEO: /* What needs to be in a privacy policy? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act'', or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once 10 years have passed since the record was created or last altered '''and''' the record is no longer relevant to the activities or internal affairs of the non-profit. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Under the [https://canlii.ca/t/84mg ''Personal Information Protection Act''], every non-profit is required to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://lawfornonprofits.ca/node/446 here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:54:02Z

PLEO: /* Does the non-profit society need a privacy policy? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act'', or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once 10 years have passed since the record was created or last altered '''and''' the record is no longer relevant to the activities or internal affairs of the non-profit. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Under the [https://canlii.ca/t/84mg ''Personal Information Protection Act''], every non-profit is required to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:53:48Z

PLEO: /* Does the non-profit society need a privacy policy? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act'', or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once 10 years have passed since the record was created or last altered '''and''' the record is no longer relevant to the activities or internal affairs of the non-profit. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Under the [https://canlii.ca/t/84mg ''Personal Information Protection Act''], every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:53:34Z

PLEO: /* Does the non-profit society need a privacy policy? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act'', or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once 10 years have passed since the record was created or last altered '''and''' the record is no longer relevant to the activities or internal affairs of the non-profit. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Under the [https://canlii.ca/t/84mg Personal Information Protection Act], every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:52:12Z

PLEO: /* How long do we have to keep our documents and records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act'', or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once 10 years have passed since the record was created or last altered '''and''' the record is no longer relevant to the activities or internal affairs of the non-profit. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:50:16Z

PLEO: /* Are there any restrictions on who can access a non-profit society’s official records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act'', or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:49:39Z

PLEO: /* Can a non-profit society prevent its members from accessing the register of members? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members, or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a meeting of members;
*submitting a member proposal;
*calling a meeting of members under [https://canlii.ca/t/8v16#sec138 s. 138] of the ''Societies Act''; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:45:16Z

PLEO: /* Can a non-profit society prevent its members from accessing the register of members? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members, or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a special meeting;
*drafting a member’s proposal;
*calling a meeeting of members; and
*attempting to influence voting members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:43:46Z

PLEO: /* Can a non-profit society charge a fee to copy an official record? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members, or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. Regardless of whether a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. As an exception, if a person is requesting a copy of the financial statements and they are not entitled to inspect the financial statements, the non-profit may charge a maximum fee of $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a special meeting;
*drafting a member’s proposal; and
*communicating with the members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:36:29Z

PLEO: /* Can a non-profit society charge a fee to inspect an official record? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members, or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records, up to the maximums listed in the [https://canlii.ca/t/8z1m#sec4 Societies Regulation]. Under s. 4 of the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. If a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. If a person is not entitled to inspect a record, the maximum fee a non-profit may charge is $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a special meeting;
*drafting a member’s proposal; and
*communicating with the members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:33:53Z

PLEO: /* Are there any restrictions on who can access a non-profit society’s official records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict members’ right to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

If the directors have restricted access to the Register of Members, a member may still inspect the Register of Members by applying in writing to the non-profit. The application must include the applicant's name and a statement that the information in the Register of Members will not be used except for the purposes listed under [https://canlii.ca/t/8v16#sec25 s. 25(7)] of the ''Societies Act''. Under s. 25(7) of the Societies Act, a Register of Members that has been restricted may only be used for requisitioning a meeting of members, submitting a member proposal, calling a meeting of members, or attempting to influence voting members.

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records. Per the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. If a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. If a person is not entitled to inspect a record, the maximum fee a non-profit may charge is $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a special meeting;
*drafting a member’s proposal; and
*communicating with the members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:26:40Z

PLEO: /* Are there any restrictions on who can access a non-profit society’s official records? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict a member’s rights to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

The person requesting to inspect a record can only do so for the purpose of that member requisitioning or calling a general meeting or advancing a members’ proposal

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records. Per the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. If a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. If a person is not entitled to inspect a record, the maximum fee a non-profit may charge is $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a special meeting;
*drafting a member’s proposal; and
*communicating with the members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Recordkeeping and Privacy (Societies Act FAQs)

2024-01-29T23:25:55Z

PLEO: /* Where must official records be kept and in what form? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Official Records==
==What are the official records that a non-profit society must keep?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](1):
*Certificate of Incorporation
*Constitution
*Bylaws
*Statement of Directors and Registered Office
*Orders by any court, tribunal, or federal, provincial or municipal body
*Register of Directors, including contact information
*Written consents to act as director
*Written resignation of directors
*Any disclosures of a director’s or senior manager’s interest
*Register of Members, organized by class, including contact information
*Minutes of each meeting of members, including text of resolutions passed
*Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
*Financial Statements and Auditors Reports
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20](2):
Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
*Directors' consent resolutions, including copies of consents
*Adequate accounting records for each financial year

===Where must official records be kept and in what form? ===
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.

Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled ''Official Records'' and store the official records in that folder. The records in that folder can be further organized into categories or years, depending on what makes the most sense.

==Access to Records==
===Who can inspect the non-profit society’s official records?===
Records under s. 20(1):
*Any director
*Any member
*Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
*Any director
*Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
*Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members

===Are there any restrictions on who can access a non-profit society’s official records?===
Per [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25] of the ''Societies Act'', directors may by resolution restrict a member’s rights to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in ''[https://canlii.ca/t/j6cd0 Sellers v. Kitty Cat P.A.L. Society]'', 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the ''Societies Act''.

The person requesting to inspect a record can only do so for the purpose of that member requisitioning or calling a general meeting or advancing a members’ proposal

===Can a non-profit society charge a fee to inspect an official record?===
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records. Per the [https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 ''Societies Regulation''], the fee may not exceed $10 per day, regardless of the number of records inspected.

===Can a non-profit society charge a fee to copy an official record?===
Directors are entitled to receive, without charge, a copy of any official record listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section20 s. 20] of the ''Societies Act''. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.

The ''[https://www.bclaws.gov.bc.ca/civix/document/id/complete/statreg/216_2015/search/search?84 Societies Regulation]'' sets out the fees a non-profit may charge for copies of records. If a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. If a person is not entitled to inspect a record, the maximum fee a non-profit may charge is $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.

===Can a non-profit society prevent its members from inspecting the official records?===
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
<blockquote>'''Bylaw [X] - Inspection of Official Records'''
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.

All other records are only accessible at the sole discretion of the directors.

The directors will establish procedures for the inspection and disclosure of all official records.</blockquote>

===Can a non-profit society prevent its members from accessing the register of members?===
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.

Members may only request access to the register of members for a purpose permitted under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section25 s. 25](7) of the ''Societies Act''. Those reasons are:
*requisitioning a special meeting;
*drafting a member’s proposal; and
*communicating with the members.

===How long do we have to keep our documents and records?===
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#division_d1e1781 s. 20] of the ''Societies Act''. [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section21 S. 21] of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.

==Privacy Policy==
===Does the non-profit society need a privacy policy?===
Yes. Every non-profit is required by law to have a privacy policy.

===What needs to be in a privacy policy?===
Every non-profit’s policy will differ depending on its information needs. In general, a privacy policy should state what information is collected, how the information is stored, who can access the information, and how the information is used. An example privacy policy can be found [https://www.pacificlegaloutreach.com/s/Sample-Privacy-Policy.docx here].

{{Societies Act FAQs NavBox}}

Non-Profit Senior Managers and Officers (Societies Act FAQs)

2024-01-29T23:24:37Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
===What is a senior manager?===
A senior manager is any individual that is appointed by the directors to exercise their authority and manage the activities or internal affairs of the non-profit. Senior managers can be an employee, contractor, or volunteer, so long as they exercise decision-making authority. The fact that a person is a manager in a senior role does not automatically make them a senior manager under the ''Societies Act''. A senior manager of a non-profit is similar to an officer in the business world: they are a category of people with particular duties. Every non-profit should be very careful about delegating its authority to anyone outside the directors or an employee by contract.

===What is the difference between a director and an officer?===
A director is a person in charge of managing, or supervising the management of the activities and internal affairs of a non-profit. Directors are elected or appointed in accordance with the non-profit's bylaws. Directors are usually elected by the members.

Officers are directors who have been given specific responsibilities. These roles are usually president, vice-president, secretary, and treasurer. The directors with these responsibilities are often referred to as the executive.

Directors are people with rights and responsibilities under the ''Societies Act'', whereas the Societies Act does not mention officers.

===Do we have to have a secretary and a treasurer?===
No. The ''Societies Act'' is silent on board positions. They are set out in the optional Model Bylaws, which is why many non-profits have these roles. The directors of the non-profit can share the duties of the various positions or assign them to individuals. The important thing is that records are maintained, minutes are taken, financial statements are prepared, and that there is a board policy that covers how these basic functions are done.

{{Societies Act FAQs NavBox}}

Non-Profit Senior Managers and Officers (Societies Act FAQs)

2024-01-29T23:24:18Z

PLEO: /* What is the difference between a director and an officer? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
===What is a senior manager?===
A senior manager is any individual that is appointed by the directors to exercise their authority and manage the activities or internal affairs of the non-profit. Senior managers can be an employee, contractor, or volunteer, so long as they exercise decision-making authority. The fact that a person is a manager in a senior role does not automatically make them a senior manager under the ''Societies Act''. A senior manager of a non-profit is similar to an officer in the business world: they are a category of people with particular duties. Every non-profit should be very careful about delegating its authority to anyone outside the directors or an employee by contract.

===What is the difference between a director and an officer?===
A director is a person in charge of managing, or supervising the management of the activities and internal affairs of a non-profit. Directors are elected or appointed in accordance with the non-profit's bylaws. Directors are usually elected by the members.

Officers are directors who have been given specific responsibilities. These roles are usually president, vice-president, secretary, and treasurer. The directors with these responsibilities are often referred to as the executive.

Directors are people with rights and responsibilities under the ''Societies Act'', whereas the Societies Act does not mention officers.

===Do we have to have a secretary and a treasurer?===
No. The ''Societies Act'' is silent on board positions. They are set out in the optional Model Bylaws, which is why many non-profits have these roles. The directors of the non-profit can share the duties of the various positions or assign them to individuals. The important thing is that records are maintained, minutes are taken, financial statements are prepared, and that there is a board policy that covers how these basic functions are done.

{{Societies Act FAQs NavBox}}

Non-Profit Senior Managers and Officers (Societies Act FAQs)

2024-01-29T23:23:05Z

PLEO: /* What is the difference between a director and an officer? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
===What is a senior manager?===
A senior manager is any individual that is appointed by the directors to exercise their authority and manage the activities or internal affairs of the non-profit. Senior managers can be an employee, contractor, or volunteer, so long as they exercise decision-making authority. The fact that a person is a manager in a senior role does not automatically make them a senior manager under the ''Societies Act''. A senior manager of a non-profit is similar to an officer in the business world: they are a category of people with particular duties. Every non-profit should be very careful about delegating its authority to anyone outside the directors or an employee by contract.

===What is the difference between a director and an officer?===
A director is a person in charge of managing, or supervising the management of the activities and internal affairs of a non-profit. Directors are elected or appointed in accordance with the non-profit's bylaws. Directors are usually elected by the members.

Officers are directors who have been given specific responsibilities. These roles are usually president, vice-president, secretary, and treasurer. The directors with these responsibilities are often referred to as the executive.

===Do we have to have a secretary and a treasurer?===
No. The ''Societies Act'' is silent on board positions. They are set out in the optional Model Bylaws, which is why many non-profits have these roles. The directors of the non-profit can share the duties of the various positions or assign them to individuals. The important thing is that records are maintained, minutes are taken, financial statements are prepared, and that there is a board policy that covers how these basic functions are done.

{{Societies Act FAQs NavBox}}

Non-Profit Senior Managers and Officers (Societies Act FAQs)

2024-01-29T23:21:34Z

PLEO: /* What is a senior manager? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
===What is a senior manager?===
A senior manager is any individual that is appointed by the directors to exercise their authority and manage the activities or internal affairs of the non-profit. Senior managers can be an employee, contractor, or volunteer, so long as they exercise decision-making authority. The fact that a person is a manager in a senior role does not automatically make them a senior manager under the ''Societies Act''. A senior manager of a non-profit is similar to an officer in the business world: they are a category of people with particular duties. Every non-profit should be very careful about delegating its authority to anyone outside the directors or an employee by contract.

===What is the difference between a director and an officer?===
A director is a person in charge of managing, or supervising the management of the activities and internal affairs of a non-profit. Directors are elected by the membership subject to the bylaws.

Officers are directors who have been given specific responsibilities. These roles are usually president, vice-president, secretary, and treasurer. The directors with these responsibilities are often referred to as the executive.

===Do we have to have a secretary and a treasurer?===
No. The ''Societies Act'' is silent on board positions. They are set out in the optional Model Bylaws, which is why many non-profits have these roles. The directors of the non-profit can share the duties of the various positions or assign them to individuals. The important thing is that records are maintained, minutes are taken, financial statements are prepared, and that there is a board policy that covers how these basic functions are done.

{{Societies Act FAQs NavBox}}

Non-Profit Senior Managers and Officers (Societies Act FAQs)

2024-01-29T23:21:13Z

PLEO: /* What is a senior manager? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
===What is a senior manager?===
A senior manager is any individual that is appointed by the directors to exercise their authority and manage the activities or internal affairs of the non-profit. Senior managers can be an employee, contractor, or volunteer, so long as they exercise decision-making authority. Just because a person is a manager in a senior role does not automatically make them a senior manager under the ''Societies Act''. A senior manager of a non-profit is similar to an officer in the business world: they are a category of people with particular duties. Every non-profit should be very careful about delegating its authority to anyone outside the directors or an employee by contract.

===What is the difference between a director and an officer?===
A director is a person in charge of managing, or supervising the management of the activities and internal affairs of a non-profit. Directors are elected by the membership subject to the bylaws.

Officers are directors who have been given specific responsibilities. These roles are usually president, vice-president, secretary, and treasurer. The directors with these responsibilities are often referred to as the executive.

===Do we have to have a secretary and a treasurer?===
No. The ''Societies Act'' is silent on board positions. They are set out in the optional Model Bylaws, which is why many non-profits have these roles. The directors of the non-profit can share the duties of the various positions or assign them to individuals. The important thing is that records are maintained, minutes are taken, financial statements are prepared, and that there is a board policy that covers how these basic functions are done.

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Directors (Societies Act FAQs)

2024-01-29T23:19:20Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
===What is a consent resolution?===
A consent resolution of directors is a directors’ resolution that is passed without having a meeting of directors. To pass a consent resolution, a copy of the resolution must first be sent to all directors. The default requirement from the ''Societies Act'' is for all the directors to agree. However, this can be reduced to a lesser number through the bylaws. The consent must be given in writing or as provided for by the bylaws.

===Do the directors of a non-profit have the ability to make and pass motions that would ultimately change the purpose of the non-profit once they are acted upon? Or, would these types of motions need to go to an AGM or special general meeting for all of the non-profit members to vote on?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section15 s. 15] of the ''Societies Act'', to change the purposes of a non-profit the members of the non-profit would need to pass a special resolution at a general meeting of the members whether that is an AGM or special general meeting.

One of the duties of a director is that they must exercise their powers and duties in accordance with the purposes of the non-profit ([https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section53 s. 53(3)] of the ''Societies Act'').

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Directors (Societies Act FAQs)

2024-01-29T23:19:06Z

PLEO: /* Do the directors of a non-profit have the ability to make and pass motions that would ultimately change the purpose of the non-profit once they are acted upon? Or, would these types of motions need to go to an AGM or special general meeting for all of the non-profit members to vote on? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
===What is a consent resolution?===
A consent resolution of directors is a directors’ resolution that is passed without having a meeting of directors. To pass a consent resolution, a copy of the resolution must first be sent to all directors. The default requirement from the ''Societies Act'' is for all the directors to agree. However, this can be reduced to a lesser number through the bylaws. The consent must be given in writing or as provided for by the bylaws.

===Do the directors of a non-profit have the ability to make and pass motions that would ultimately change the purpose of the non-profit once they are acted upon? Or, would these types of motions need to go to an AGM or special general meeting for all of the non-profit members to vote on?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section15 s. 15] of the ''Societies Act'', to change the purposes of a non-profit the members of the non-profit would need to pass a special resolution at a general meeting of the members whether that is an AGM or special general meeting.

One of the duties of a director is that they must exercise their powers and duties in accordance with the purposes of the non-profit ([https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section53 s. 53(3)] of the ''Societies Act'').

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Directors (Societies Act FAQs)

2024-01-29T23:18:33Z

PLEO: /* What is a consent resolution? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
===What is a consent resolution?===
A consent resolution of directors is a directors’ resolution that is passed without having a meeting of directors. To pass a consent resolution, a copy of the resolution must first be sent to all directors. The default requirement from the ''Societies Act'' is for all the directors to agree. However, this can be reduced to a lesser number through the bylaws. The consent must be given in writing or as provided for by the bylaws.

===Do the directors of a non-profit have the ability to make and pass motions that would ultimately change the purpose of the non-profit once they are acted upon? Or, would these types of motions need to go to an AGM or special general meeting for all of the non-profit members to vote on?===
Per [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section15 s. 15] of the ''Societies Act'', to change the purposes of a non-profit the members of the non-profit would need to pass a special resolution at a general meeting of the members whether that is an AGM or special general meeting.

One of the duties of a director is that they must exercise their powers and duties in accordance with the purposes of the non-profit ([https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section53 s. 53(3)] of the ''Societies Act'').

{{Societies Act FAQs NavBox}}

Non-Profit Directors (Societies Act FAQs)

2024-01-29T23:15:03Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
==Eligibility to be a Director==
===What are the minimum qualifications for directors?===
The ''Societies Act'' lists criteria for the eligibility of directors:
*Unless the bylaws allow 16- or 17-year-old directors, directors must be at least 18 years of age;
*Directors cannot have been found by any court to be:
**incapable of managing their own affairs;
**be an undischarged bankrupt;
**be convicted of an offence in connection with promotion, formation or management of a corporation or unincorporated entity, or of an offence involving fraud (subject to exceptions under section 44 of the Societies Act).

These requirements are not exhaustive and the bylaws of a non-profit may set out more requirements. If a director ceases to be qualified, the director must resign promptly.

Every non-profit should start using a Consent to Act as Director Form to ensure that every director has indicated whether or not they are qualified. For an example, see this [https://lawfornonprofits.ca/sites/default/files/2023-04/LFNP.consenttoact.doc_1.pdf Consent to Act as a Director Form] (Note, however, that you do not need to add the requirement to sign a consent form in your bylaws).

===We want to have a director who is 16 or 17 years old. How do we do this?===
Non-profits wishing to have a director of 16 or 17 years of age may do so if they have a bylaw permitting them to do so. Those wishing to do so should also create a policy to guide the non-profit. Among other things, 16 and 17 year olds do not have the legal capacity to enter into contracts so it is important to consider the limits that may be operating upon them before they become directors.

===What is an ex-officio director (unofficial director)?===
An ex-officio director is a person who is a director “by reason of their office” rather than by being elected or appointed to the position. This means that this person’s director position is due to their power or influence. Ex-officio directors can hold the same rights as other directors. Most non-profits will not have ex-officio directors. If they do, the specific rights for ex-officio directors should be clarified by including them in the non-profit’s bylaws.

==Duties of Directors==
===What are the duties of directors?===
A director of a non-profit must:
*Act honestly and in good faith (without ulterior motives) in the best interests of the non-profit
*Act toward the purposes of the non-profit
*Exercise the care, diligence, and skill of a reasonable person in the circumstances
*Follow the bylaws of the non-profit
*Follow the law, including the Societies Act

==Director Liability==
===What is meant by director’s liability?===
The term liability refers to the ''responsibility'' of directors and organizations for the consequences of conduct that fails to meet a predetermined legal standard. Usually, the term consequences refers to damage or loss experienced by someone.

===What can a director be held liable for?===
A director can be held personally liable for:
*Failure to fulfill their duties as director
*Failure to disclose a conflict of interest
*Failure to deduct and remit employee income taxes to the CRA (including CPP and EI)
*Failure to pay wages owed to employees
*Authorizing the distribution of money or property contrary to the bylaws or the ''Societies Act''

===What can a non-profit be held liable for?===
The non-profit can be held liable for, among other things:
*Failure to pay rent
*Failure to pay other creditors
*Failure to collect and remit taxes such as GST and PST

===Why is a director personally liable for some things and not for others?===
In Canadian law an incorporated entity such as a non-profit is treated as though it is a separate person from its directors. However, in certain circumstances, the courts and certain statutes may “pierce the corporate veil” and ignore the separate person principle. For example, s. 227 of the ''Income Tax Act'' allows the CRA to hold directors personally liable for failure to deduct and remit taxes. Most other creditors do not have the powers of the CRA.

===Can contracts or the non-profit’s bylaws reduce or eliminate director liability?===
No. Neither a contract nor the non-profit’s bylaws can relieve a director from their duties under the ''Societies Act'' nor from liabilities arising from the director’s negligence, default, breach of duty, or breach of trust. In addition, liabilities do not go away if the non-profit is dissolved.

===What if a director voted for or consented to a resolution based on information that turned out to be incorrect?===
In general, a director must ensure the information they act upon is correct. However, a director will not be held liable if they reasonably and in good faith relied on any of the following:
*The financial statements of the non-profit
*Statements about the non-profit’s financial position by the director or senior manager responsible for the preparation of financial statements
*The written report of the non-profit’s auditor
*The written report of a person whose profession lends credibility to that statement (e.g. lawyer, accountant, engineer, appraiser)
*A statement of fact by another director or a senior manager
*Any record, information, or statement the court decides was reasonable grounds for the director’s actions, even if there was forgery, fraud, or inaccuracies.

===What are the consequences of being held liable?===
Generally, a director who is found personally liable must return whatever money or property is owed. However, directors should be aware that certain misconduct constitutes a criminal or regulatory offense.

If liability arose from a resolution passed by the directors, each director who voted for or consented to the resolution is held responsible for the entire amount owed. However, if a director pays back more than their share of what is owed, they are entitled to contributions from the other liable directors.

===What can directors do to protect themselves from liability?===
The best protection is to proactively learn about directors’ duties and to always act honestly in the best interests of the non-profit using the best available information. Directors should not vote for or consent to resolutions when they are unsure about the consequences or legality of that resolution. In addition, [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section66 s. 66] of the ''Societies Act'' permits a non-profit to purchase liability insurance, which can cover directors and/or senior managers of the non-profit. Persons considering becoming a director of a non-profit ought to enquire about the sort of insurance the non-profit carries, including any directors and officers policies.

==Paying Directors (Remuneration)==
===Can we remunerate our directors?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section46 s. 46] of the ''Societies Act'', the non-profit is only allowed to remunerate directors if its bylaws permit for this and the amount is disclosed in the financial statements. However, many funders, such as BC Housing, do not permit directors to be remunerated.

===What does remuneration of a director include?===
Remuneration for being a director means that the non-profit is paying a fee to the director for coming to meetings and doing the duties of a director. It is common in the business context but not in the non-profit world.

Remuneration for being a director does not include reimbursing directors for expenses arising from their duties, such as the cost of travelling to a meeting.

Remuneration for being a director also does not include remunerating a director for performing work for the non-profit unrelated to their duties as a director, such as paying a director to cater an event. However, this would require the director to declare a conflict of interest, not vote on the board consideration of the contract, and not seek to influence the vote. In addition, the director must leave the meeting while the contract is being discussed, except when their presence is required to provide the board with further information. The board can then decide to waive the conflict and enter into the contract for services with the director.

==Conflicts of Interest==
===What is a conflict of interest?===
A conflict of interest is a situation in which an individual or organization is involved in multiple interests that may be incompatible, where acting upon one interest could compromise another. A conflict of interest includes not only a material interest but the perception of an interest. In the legal context, this term is used to describe a situation in which a person has a duty to act in the best interests of an organization or party, yet they may have personal interests that conflict with that duty. For example, a board director voting on an increase in salary for a family member who works for the non-profit. The ''Societies Act'' requires non-profits to keep records of any conflicts of interest.

===What should a director do if they have a conflict of interest?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':
*Immediately disclose they have a conflict of interest and the full nature and extent of the conflict;
*Not vote on the matter;
*Not attempt to influence the vote or discussion on the matter;
*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,
*Leave the meeting while the rest of the board votes on the matter.

==Directors Employed by the Non-profit Society==
===We are a church. Can the priest/minister/pastor be a member of the board?===
People employed by or under contract with the non-profit can sit on a non-profit’s board as long as the majority of the directors are not employed by or under contract with the non-profit. Any non-profit with these practices should have a conflict of interest policy in place to guide directors.

==Directors who are also Lawyers==
===What is the role of a lawyer on a board?===
The willingness of lawyers to contribute their time, experience and knowledge to the not-for-profit sector by serving on boards, or committees, is laudable and rewarding. Nonetheless lawyers serving on boards must be mindful of some of the risks that flow from these activities.

Key risks, insurance coverage issues aside for a moment, go the heart of your knowledge and expertise; namely whenever a legal issue arises in a meeting, everyone will turn to you for your thoughts, your input and, more critically, your advice. The fundamental challenges as everyone awaits your response include:
*do you have the full and complete information that a lawyer, retained to provide advice, would insist upon?
*do you have time to thoughtfully consider a response?
*is the issue one that falls within your area of knowledge and expertise?
*is your advice independent, or is it clouded by loyalty to the organization, or a particular policy position you may feel strongly about?

While it will likely bring frowns to the faces of other board members, or quizzical looks, the response, “this question raises important legal issues; we need to get the advice of outside counsel” is more often than not the correct response.

This information is not provided to dissuade you from contributing your time and expertise, but rather to let you do so “eyes wide open”.

As pointed out in the Law Society of British Columbia’s guidance, having a frank discussion of the constraints on your role on accepting a position on a board, and refreshing that discussion annually, is excellent advice.

Having dealt with the risks and constraints, you still have a great deal to contribute to, and benefit from, service in the not-for-profit sector.

{{Societies Act FAQs NavBox}}

Non-Profit Directors (Societies Act FAQs)

2024-01-29T23:13:19Z

PLEO: /* What does remuneration of a director include? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Eligibility to be a Director==
===What are the minimum qualifications for directors?===
The ''Societies Act'' lists criteria for the eligibility of directors:
*Unless the bylaws allow 16- or 17-year-old directors, directors must be at least 18 years of age;
*Directors cannot have been found by any court to be:
**incapable of managing their own affairs;
**be an undischarged bankrupt;
**be convicted of an offence in connection with promotion, formation or management of a corporation or unincorporated entity, or of an offence involving fraud (subject to exceptions under section 44 of the Societies Act).

These requirements are not exhaustive and the bylaws of a non-profit may set out more requirements. If a director ceases to be qualified, the director must resign promptly.

Every non-profit should start using a Consent to Act as Director Form to ensure that every director has indicated whether or not they are qualified. For an example, see this [https://lawfornonprofits.ca/sites/default/files/2023-04/LFNP.consenttoact.doc_1.pdf Consent to Act as a Director Form] (Note, however, that you do not need to add the requirement to sign a consent form in your bylaws).

===We want to have a director who is 16 or 17 years old. How do we do this?===
Non-profits wishing to have a director of 16 or 17 years of age may do so if they have a bylaw permitting them to do so. Those wishing to do so should also create a policy to guide the non-profit. Among other things, 16 and 17 year olds do not have the legal capacity to enter into contracts so it is important to consider the limits that may be operating upon them before they become directors.

===What is an ex-officio director (unofficial director)?===
An ex-officio director is a person who is a director “by reason of their office” rather than by being elected or appointed to the position. This means that this person’s director position is due to their power or influence. Ex-officio directors can hold the same rights as other directors. Most non-profits will not have ex-officio directors. If they do, the specific rights for ex-officio directors should be clarified by including them in the non-profit’s bylaws.

==Duties of Directors==
===What are the duties of directors?===
A director of a non-profit must:
*Act honestly and in good faith (without ulterior motives) in the best interests of the non-profit
*Act toward the purposes of the non-profit
*Exercise the care, diligence, and skill of a reasonable person in the circumstances
*Follow the bylaws of the non-profit
*Follow the law, including the Societies Act

==Director Liability==
===What is meant by director’s liability?===
The term liability refers to the ''responsibility'' of directors and organizations for the consequences of conduct that fails to meet a predetermined legal standard. Usually, the term consequences refers to damage or loss experienced by someone.

===What can a director be held liable for?===
A director can be held personally liable for:
*Failure to fulfill their duties as director
*Failure to disclose a conflict of interest
*Failure to deduct and remit employee income taxes to the CRA (including CPP and EI)
*Failure to pay wages owed to employees
*Authorizing the distribution of money or property contrary to the bylaws or the ''Societies Act''

===What can a non-profit be held liable for?===
The non-profit can be held liable for, among other things:
*Failure to pay rent
*Failure to pay other creditors
*Failure to collect and remit taxes such as GST and PST

===Why is a director personally liable for some things and not for others?===
In Canadian law an incorporated entity such as a non-profit is treated as though it is a separate person from its directors. However, in certain circumstances, the courts and certain statutes may “pierce the corporate veil” and ignore the separate person principle. For example, s. 227 of the ''Income Tax Act'' allows the CRA to hold directors personally liable for failure to deduct and remit taxes. Most other creditors do not have the powers of the CRA.

===Can contracts or the non-profit’s bylaws reduce or eliminate director liability?===
No. Neither a contract nor the non-profit’s bylaws can relieve a director from their duties under the ''Societies Act'' nor from liabilities arising from the director’s negligence, default, breach of duty, or breach of trust. In addition, liabilities do not go away if the non-profit is dissolved.

===What if a director voted for or consented to a resolution based on information that turned out to be incorrect?===
In general, a director must ensure the information they act upon is correct. However, a director will not be held liable if they reasonably and in good faith relied on any of the following:
*The financial statements of the non-profit
*Statements about the non-profit’s financial position by the director or senior manager responsible for the preparation of financial statements
*The written report of the non-profit’s auditor
*The written report of a person whose profession lends credibility to that statement (e.g. lawyer, accountant, engineer, appraiser)
*A statement of fact by another director or a senior manager
*Any record, information, or statement the court decides was reasonable grounds for the director’s actions, even if there was forgery, fraud, or inaccuracies.

===What are the consequences of being held liable?===
Generally, a director who is found personally liable must return whatever money or property is owed. However, directors should be aware that certain misconduct constitutes a criminal or regulatory offense.

If liability arose from a resolution passed by the directors, each director who voted for or consented to the resolution is held responsible for the entire amount owed. However, if a director pays back more than their share of what is owed, they are entitled to contributions from the other liable directors.

===What can directors do to protect themselves from liability?===
The best protection is to proactively learn about directors’ duties and to always act honestly in the best interests of the non-profit using the best available information. Directors should not vote for or consent to resolutions when they are unsure about the consequences or legality of that resolution. In addition, [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section66 s. 66] of the ''Societies Act'' permits a non-profit to purchase liability insurance, which can cover directors and/or senior managers of the non-profit. Persons considering becoming a director of a non-profit ought to enquire about the sort of insurance the non-profit carries, including any directors and officers policies.

==Paying Directors (Remuneration)==
===Can we remunerate our directors?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section46 s. 46] of the ''Societies Act'', the non-profit is only allowed to remunerate directors if its bylaws permit for this and the amount is disclosed in the financial statements. However, many funders, such as BC Housing, do not permit directors to be remunerated.

===What does remuneration of a director include?===
Remuneration for being a director means that the non-profit is paying a fee to the director for coming to meetings and doing the duties of a director. It is common in the business context but not in the non-profit world.

Remuneration for being a director does not include reimbursing directors for expenses arising from their duties, such as the cost of travelling to a meeting.

Remuneration for being a director also does not include remunerating a director for performing work for the non-profit unrelated to their duties as a director, such as paying a director to cater an event. However, this would require the director to declare a conflict of interest, not vote on the board consideration of the contract, and not seek to influence the vote. In addition, the director must leave the meeting while the contract is being discussed, except when their presence is required to provide the board with further information. The board can then decide to waive the conflict and enter into the contract for services with the director.

==Conflicts of Interest==
===What is a conflict of interest?===
A conflict of interest is a situation in which an individual or organization is involved in multiple interests that may be incompatible, where acting upon one interest could compromise another. A conflict of interest includes not only a material interest but the perception of an interest. In the legal context, this term is used to describe a situation in which a person has a duty to act in the best interests of an organization or party, yet they may have personal interests that conflict with that duty. For example, a board director voting on an increase in salary for a family member who works for the non-profit. The ''Societies Act'' requires non-profits to keep records of any conflicts of interest.

===What should a director do if they have a conflict of interest?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':
*Immediately disclose they have a conflict of interest and the full nature and extent of the conflict;
*Not vote on the matter;
*Not attempt to influence the vote or discussion on the matter;
*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,
*Leave the meeting while the rest of the board votes on the matter.

==Directors Employed by the Non-profit Society==
===We are a church. Can the priest/minister/pastor be a member of the board?===
People employed by or under contract with the non-profit can sit on a non-profit’s board as long as the majority of the directors are not employed by or under contract with the non-profit. Any non-profit with these practices should have a conflict of interest policy in place to guide directors.

==Directors who are also Lawyers==
===What is the role of a lawyer on a board?===
The willingness of lawyers to contribute their time, experience and knowledge to the not-for-profit sector by serving on boards, or committees, is laudable and rewarding. Nonetheless lawyers serving on boards must be mindful of some of the risks that flow from these activities.

Key risks, insurance coverage issues aside for a moment, go the heart of your knowledge and expertise; namely whenever a legal issue arises in a meeting, everyone will turn to you for your thoughts, your input and, more critically, your advice. The fundamental challenges as everyone awaits your response include:
*do you have the full and complete information that a lawyer, retained to provide advice, would insist upon?
*do you have time to thoughtfully consider a response?
*is the issue one that falls within your area of knowledge and expertise?
*is your advice independent, or is it clouded by loyalty to the organization, or a particular policy position you may feel strongly about?

While it will likely bring frowns to the faces of other board members, or quizzical looks, the response, “this question raises important legal issues; we need to get the advice of outside counsel” is more often than not the correct response.

This information is not provided to dissuade you from contributing your time and expertise, but rather to let you do so “eyes wide open”.

As pointed out in the Law Society of British Columbia’s guidance, having a frank discussion of the constraints on your role on accepting a position on a board, and refreshing that discussion annually, is excellent advice.

Having dealt with the risks and constraints, you still have a great deal to contribute to, and benefit from, service in the not-for-profit sector.

{{Societies Act FAQs NavBox}}

Non-Profit Directors (Societies Act FAQs)

2024-01-29T23:07:20Z

PLEO: /* What are the minimum qualifications for directors? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Eligibility to be a Director==
===What are the minimum qualifications for directors?===
The ''Societies Act'' lists criteria for the eligibility of directors:
*Unless the bylaws allow 16- or 17-year-old directors, directors must be at least 18 years of age;
*Directors cannot have been found by any court to be:
**incapable of managing their own affairs;
**be an undischarged bankrupt;
**be convicted of an offence in connection with promotion, formation or management of a corporation or unincorporated entity, or of an offence involving fraud (subject to exceptions under section 44 of the Societies Act).

These requirements are not exhaustive and the bylaws of a non-profit may set out more requirements. If a director ceases to be qualified, the director must resign promptly.

Every non-profit should start using a Consent to Act as Director Form to ensure that every director has indicated whether or not they are qualified. For an example, see this [https://lawfornonprofits.ca/sites/default/files/2023-04/LFNP.consenttoact.doc_1.pdf Consent to Act as a Director Form] (Note, however, that you do not need to add the requirement to sign a consent form in your bylaws).

===We want to have a director who is 16 or 17 years old. How do we do this?===
Non-profits wishing to have a director of 16 or 17 years of age may do so if they have a bylaw permitting them to do so. Those wishing to do so should also create a policy to guide the non-profit. Among other things, 16 and 17 year olds do not have the legal capacity to enter into contracts so it is important to consider the limits that may be operating upon them before they become directors.

===What is an ex-officio director (unofficial director)?===
An ex-officio director is a person who is a director “by reason of their office” rather than by being elected or appointed to the position. This means that this person’s director position is due to their power or influence. Ex-officio directors can hold the same rights as other directors. Most non-profits will not have ex-officio directors. If they do, the specific rights for ex-officio directors should be clarified by including them in the non-profit’s bylaws.

==Duties of Directors==
===What are the duties of directors?===
A director of a non-profit must:
*Act honestly and in good faith (without ulterior motives) in the best interests of the non-profit
*Act toward the purposes of the non-profit
*Exercise the care, diligence, and skill of a reasonable person in the circumstances
*Follow the bylaws of the non-profit
*Follow the law, including the Societies Act

==Director Liability==
===What is meant by director’s liability?===
The term liability refers to the ''responsibility'' of directors and organizations for the consequences of conduct that fails to meet a predetermined legal standard. Usually, the term consequences refers to damage or loss experienced by someone.

===What can a director be held liable for?===
A director can be held personally liable for:
*Failure to fulfill their duties as director
*Failure to disclose a conflict of interest
*Failure to deduct and remit employee income taxes to the CRA (including CPP and EI)
*Failure to pay wages owed to employees
*Authorizing the distribution of money or property contrary to the bylaws or the ''Societies Act''

===What can a non-profit be held liable for?===
The non-profit can be held liable for, among other things:
*Failure to pay rent
*Failure to pay other creditors
*Failure to collect and remit taxes such as GST and PST

===Why is a director personally liable for some things and not for others?===
In Canadian law an incorporated entity such as a non-profit is treated as though it is a separate person from its directors. However, in certain circumstances, the courts and certain statutes may “pierce the corporate veil” and ignore the separate person principle. For example, s. 227 of the ''Income Tax Act'' allows the CRA to hold directors personally liable for failure to deduct and remit taxes. Most other creditors do not have the powers of the CRA.

===Can contracts or the non-profit’s bylaws reduce or eliminate director liability?===
No. Neither a contract nor the non-profit’s bylaws can relieve a director from their duties under the ''Societies Act'' nor from liabilities arising from the director’s negligence, default, breach of duty, or breach of trust. In addition, liabilities do not go away if the non-profit is dissolved.

===What if a director voted for or consented to a resolution based on information that turned out to be incorrect?===
In general, a director must ensure the information they act upon is correct. However, a director will not be held liable if they reasonably and in good faith relied on any of the following:
*The financial statements of the non-profit
*Statements about the non-profit’s financial position by the director or senior manager responsible for the preparation of financial statements
*The written report of the non-profit’s auditor
*The written report of a person whose profession lends credibility to that statement (e.g. lawyer, accountant, engineer, appraiser)
*A statement of fact by another director or a senior manager
*Any record, information, or statement the court decides was reasonable grounds for the director’s actions, even if there was forgery, fraud, or inaccuracies.

===What are the consequences of being held liable?===
Generally, a director who is found personally liable must return whatever money or property is owed. However, directors should be aware that certain misconduct constitutes a criminal or regulatory offense.

If liability arose from a resolution passed by the directors, each director who voted for or consented to the resolution is held responsible for the entire amount owed. However, if a director pays back more than their share of what is owed, they are entitled to contributions from the other liable directors.

===What can directors do to protect themselves from liability?===
The best protection is to proactively learn about directors’ duties and to always act honestly in the best interests of the non-profit using the best available information. Directors should not vote for or consent to resolutions when they are unsure about the consequences or legality of that resolution. In addition, [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section66 s. 66] of the ''Societies Act'' permits a non-profit to purchase liability insurance, which can cover directors and/or senior managers of the non-profit. Persons considering becoming a director of a non-profit ought to enquire about the sort of insurance the non-profit carries, including any directors and officers policies.

==Paying Directors (Remuneration)==
===Can we remunerate our directors?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section46 s. 46] of the ''Societies Act'', the non-profit is only allowed to remunerate directors if its bylaws permit for this and the amount is disclosed in the financial statements. However, many funders, such as BC Housing, do not permit directors to be remunerated.

===What does remuneration of a director include?===
Remuneration for being a director means that the non-profit is paying a fee to the director for coming to meetings and doing the duties of a director. It is common in the business context but not in the non-profit world. A non-profit can pay a director expenses arising from their duties, but most non-profits do not pay directors for being directors.

Remuneration for being a director does not include reimbursing directors for expenses arising from their duties, such as the cost of travelling to a meeting.

Remuneration for being a director also does not include remunerating a director for performing work for the non-profit unrelated to their duties as a director, such as paying a director to cater an event. However, this would require the director to declare a conflict of interest and not vote on the board consideration of the contract. The board can then decide to waive the conflict and enter into the contract for services with the director.

==Conflicts of Interest==
===What is a conflict of interest?===
A conflict of interest is a situation in which an individual or organization is involved in multiple interests that may be incompatible, where acting upon one interest could compromise another. A conflict of interest includes not only a material interest but the perception of an interest. In the legal context, this term is used to describe a situation in which a person has a duty to act in the best interests of an organization or party, yet they may have personal interests that conflict with that duty. For example, a board director voting on an increase in salary for a family member who works for the non-profit. The ''Societies Act'' requires non-profits to keep records of any conflicts of interest.

===What should a director do if they have a conflict of interest?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section56 S. 56] of the ''Societies Act'' provides guidance to non-profits on how to address conflicts of interest. A director with a conflict of interest ''must'':
*Immediately disclose they have a conflict of interest and the full nature and extent of the conflict;
*Not vote on the matter;
*Not attempt to influence the vote or discussion on the matter;
*Leave the meeting while the matter is discussed except when they are required to be present to provide information; and,
*Leave the meeting while the rest of the board votes on the matter.

==Directors Employed by the Non-profit Society==
===We are a church. Can the priest/minister/pastor be a member of the board?===
People employed by or under contract with the non-profit can sit on a non-profit’s board as long as the majority of the directors are not employed by or under contract with the non-profit. Any non-profit with these practices should have a conflict of interest policy in place to guide directors.

==Directors who are also Lawyers==
===What is the role of a lawyer on a board?===
The willingness of lawyers to contribute their time, experience and knowledge to the not-for-profit sector by serving on boards, or committees, is laudable and rewarding. Nonetheless lawyers serving on boards must be mindful of some of the risks that flow from these activities.

Key risks, insurance coverage issues aside for a moment, go the heart of your knowledge and expertise; namely whenever a legal issue arises in a meeting, everyone will turn to you for your thoughts, your input and, more critically, your advice. The fundamental challenges as everyone awaits your response include:
*do you have the full and complete information that a lawyer, retained to provide advice, would insist upon?
*do you have time to thoughtfully consider a response?
*is the issue one that falls within your area of knowledge and expertise?
*is your advice independent, or is it clouded by loyalty to the organization, or a particular policy position you may feel strongly about?

While it will likely bring frowns to the faces of other board members, or quizzical looks, the response, “this question raises important legal issues; we need to get the advice of outside counsel” is more often than not the correct response.

This information is not provided to dissuade you from contributing your time and expertise, but rather to let you do so “eyes wide open”.

As pointed out in the Law Society of British Columbia’s guidance, having a frank discussion of the constraints on your role on accepting a position on a board, and refreshing that discussion annually, is excellent advice.

Having dealt with the risks and constraints, you still have a great deal to contribute to, and benefit from, service in the not-for-profit sector.

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)

2024-01-13T01:03:33Z

PLEO:

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}
==Statutory Requirements==
===When does the AGM need to be held?===
The ''Societies Act'' requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.

The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.

===What activities need to happen at the AGM?===
Legally speaking, the non-profit’s financial statements must be presented to members. If the non-profit has an auditor, then the non-profit's audit report must also be presented to members. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits ''may'' do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.

===What if there isn’t enough time to plan an AGM before the end of the calendar year?===
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.

Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.

==Notice==
===When does notice of general meetings need to be sent?===
If the non-profit's bylaws don't specify, the default from [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section77 s. 77] of the ''Societies Act'' is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the ''Interpretation Act'', days means calendar days.

===What needs to be included in the notice?===
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting. If the meeting will be held either fully or partially by electronic means (e.g. video conference), then the notice must include instructions for how to attend, participate, and vote in the meeting by electronic means.

===Should we change our bylaws to allow for electronic notice to members?===
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.

==Quorum==
===What is quorum?===
Quorum is the minimum number of members present that is required to conduct official non-profit business.

===How many members are needed to meet quorum?===
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.

==Rules of Procedure==
===What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?===
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Basic-Guide.pdf Robert’s Rules of Order] because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include [https://www.pacificlegaloutreach.com/s/Talking-Circle-Basic-Guide.pdf talking circles], [https://www.pacificlegaloutreach.com/s/Dynamic-Facilitation-Basic-Guide.pdf dynamic facilitation], and [https://www.pacificlegaloutreach.com/s/Consensus-Basic-Guide.pdf consensus].

''See also:'' [https://commons.wikimedia.org/wiki/File:Consensus-flowchart.png consensus flowchart], [https://www.pacificlegaloutreach.com/s/Democratic-Rules-of-Order-flowchart.pdf Robert’s Rules flowchart], [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Cheat-Sheet.pdf Robert’s Rules cheat sheet].

==Electronic Participation==
===How do we hold electronic meetings of members?===
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.

An example is set out below:
<blockquote>'''PART [X] - MEETINGS OF MEMBERS'''

''Electronic Participation in General Meetings''

The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by permitted electronic means are deemed to be present in person at the general meeting.

'''RELEVANT DEFINITIONS'''

"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
*in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
*in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
</blockquote>

==Member Proposals==
===What is a member proposal?===
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, no more than 500 words, include the text of any special resolution required to be considered, and signed by at least the minimum number of proposers. If the bylaws do not specify, then the default minimum number of proposers is 5% of voting members.

===If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section81 Section 81](4) of the ''Societies Act'' states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. At the AGM, the society must allow one of the proposers, who must be a voting member, to present the proposal at the AGM. However, if the proposal relates substantially to a matter that was already considered at a general meeting within the previous two calendar years, then the society does not have to include the proposal with the AGM notice, and it does not have to allow a proposer to present the proposal at the AGM.

==Voting and Resolutions==
===How do members vote?===
The non-profit's bylaws may specify the manner of voting, such as by show of hands or secret ballot. In addition, the ''Societies Act'' allows some votes to be done in writing. For example, a special resolution may be passed either by 2/3 majority of voting members present at a general meeting or in writing by unanimous consent of voting members.

For an example of a member voting provision in the bylaws, see below:
<blockquote>'''PART [X] - VOTING BY MEMBERS'''

''Ordinary Resolution Sufficient''

Unless the ''Act'', these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

''Entitlement to Vote''

Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
</blockquote>

===How do we allow proxy voting?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section85 s. 85] of the ''Societies Act'', if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:

<blockquote>'''PART [X] PROXY VOTING'''
''Proxy voting is permitted''
A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.

A member must not hold more than three proxies.

The instrument appointing a proxy must be in the following form, or in any other form that the board approves:

I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.

A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.

A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
</blockquote>

===What is an ordinary resolution?===
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (more than 50%) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.

===What is the difference between ordinary and special resolution? When do we need a special resolution?===
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
*the constitution or bylaws of the non-profit are altered;
*a director or other member is removed from the non-profit or disciplined;
*the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
*other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
*If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the ''Societies Act'' or unless otherwise specified by the non-profit’s bylaws. The ''Societies Act'' provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

===How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?===
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.

===What is the minimum vote threshold to pass an ordinary or special resolution?===
If voted on at a general meeting, an ordinary resolution requires a simple majority (more than 50%) of voting members present to pass. A special resolution requires a 2/3 majority support of voting members present to pass. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.

If voted on in writing, an ordinary resolution requires 2/3 majority support of all voting members to pass. A special resolution must receive unanimous support of all voting members to pass in writing. In either case, written resolutions must be sent to all voting members, and it is the total current voting members of the non-profit that counts for the threshold.

==Amending the Bylaws and Constitution==
===How often can a non-profit update its bylaws?===
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section74 s. 74] of the ''Societies Act''. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

==Elections==
===How can a non-profit ensure only eligible, consenting individuals are elected as directors?===
The ''Societies Act'' requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The ''Societies Act'' also requires the non-profit keep a record of every consent to act as a director. If the person verbally consents to being a director at a general meeting, the person's consent should be recorded in the general meeting minutes.

The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found [https://lawfornonprofits.ca/sites/default/files/2023-04/LFNP.consenttoact.doc1_.pdf here].

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)

2024-01-13T01:03:15Z

PLEO: /* How can a non-profit ensure only eligible, consenting individuals are elected as directors? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Statutory Requirements==
===When does the AGM need to be held?===
The ''Societies Act'' requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.

The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.

===What activities need to happen at the AGM?===
Legally speaking, the non-profit’s financial statements must be presented to members. If the non-profit has an auditor, then the non-profit's audit report must also be presented to members. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits ''may'' do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.

===What if there isn’t enough time to plan an AGM before the end of the calendar year?===
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.

Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.

==Notice==
===When does notice of general meetings need to be sent?===
If the non-profit's bylaws don't specify, the default from [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section77 s. 77] of the ''Societies Act'' is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the ''Interpretation Act'', days means calendar days.

===What needs to be included in the notice?===
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting. If the meeting will be held either fully or partially by electronic means (e.g. video conference), then the notice must include instructions for how to attend, participate, and vote in the meeting by electronic means.

===Should we change our bylaws to allow for electronic notice to members?===
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.

==Quorum==
===What is quorum?===
Quorum is the minimum number of members present that is required to conduct official non-profit business.

===How many members are needed to meet quorum?===
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.

==Rules of Procedure==
===What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?===
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Basic-Guide.pdf Robert’s Rules of Order] because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include [https://www.pacificlegaloutreach.com/s/Talking-Circle-Basic-Guide.pdf talking circles], [https://www.pacificlegaloutreach.com/s/Dynamic-Facilitation-Basic-Guide.pdf dynamic facilitation], and [https://www.pacificlegaloutreach.com/s/Consensus-Basic-Guide.pdf consensus].

''See also:'' [https://commons.wikimedia.org/wiki/File:Consensus-flowchart.png consensus flowchart], [https://www.pacificlegaloutreach.com/s/Democratic-Rules-of-Order-flowchart.pdf Robert’s Rules flowchart], [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Cheat-Sheet.pdf Robert’s Rules cheat sheet].

==Electronic Participation==
===How do we hold electronic meetings of members?===
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.

An example is set out below:
<blockquote>'''PART [X] - MEETINGS OF MEMBERS'''

''Electronic Participation in General Meetings''

The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by permitted electronic means are deemed to be present in person at the general meeting.

'''RELEVANT DEFINITIONS'''

"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
*in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
*in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
</blockquote>

==Member Proposals==
===What is a member proposal?===
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, no more than 500 words, include the text of any special resolution required to be considered, and signed by at least the minimum number of proposers. If the bylaws do not specify, then the default minimum number of proposers is 5% of voting members.

===If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section81 Section 81](4) of the ''Societies Act'' states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. At the AGM, the society must allow one of the proposers, who must be a voting member, to present the proposal at the AGM. However, if the proposal relates substantially to a matter that was already considered at a general meeting within the previous two calendar years, then the society does not have to include the proposal with the AGM notice, and it does not have to allow a proposer to present the proposal at the AGM.

==Voting and Resolutions==
===How do members vote?===
The non-profit's bylaws may specify the manner of voting, such as by show of hands or secret ballot. In addition, the ''Societies Act'' allows some votes to be done in writing. For example, a special resolution may be passed either by 2/3 majority of voting members present at a general meeting or in writing by unanimous consent of voting members.

For an example of a member voting provision in the bylaws, see below:
<blockquote>'''PART [X] - VOTING BY MEMBERS'''

''Ordinary Resolution Sufficient''

Unless the ''Act'', these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

''Entitlement to Vote''

Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
</blockquote>

===How do we allow proxy voting?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section85 s. 85] of the ''Societies Act'', if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:

<blockquote>'''PART [X] PROXY VOTING'''
''Proxy voting is permitted''
A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.

A member must not hold more than three proxies.

The instrument appointing a proxy must be in the following form, or in any other form that the board approves:

I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.

A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.

A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
</blockquote>

===What is an ordinary resolution?===
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (more than 50%) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.

===What is the difference between ordinary and special resolution? When do we need a special resolution?===
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
*the constitution or bylaws of the non-profit are altered;
*a director or other member is removed from the non-profit or disciplined;
*the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
*other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
*If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the ''Societies Act'' or unless otherwise specified by the non-profit’s bylaws. The ''Societies Act'' provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

===How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?===
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.

===What is the minimum vote threshold to pass an ordinary or special resolution?===
If voted on at a general meeting, an ordinary resolution requires a simple majority (more than 50%) of voting members present to pass. A special resolution requires a 2/3 majority support of voting members present to pass. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.

If voted on in writing, an ordinary resolution requires 2/3 majority support of all voting members to pass. A special resolution must receive unanimous support of all voting members to pass in writing. In either case, written resolutions must be sent to all voting members, and it is the total current voting members of the non-profit that counts for the threshold.

==Amending the Bylaws and Constitution==
===How often can a non-profit update its bylaws?===
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section74 s. 74] of the ''Societies Act''. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

==Elections==
===How can a non-profit ensure only eligible, consenting individuals are elected as directors?===
The ''Societies Act'' requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The ''Societies Act'' also requires the non-profit keep a record of every consent to act as a director. If the person verbally consents to being a director at a general meeting, the person's consent should be recorded in the general meeting minutes.

The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found [https://lawfornonprofits.ca/sites/default/files/2023-04/LFNP.consenttoact.doc1_.pdf here].

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)

2024-01-13T01:01:57Z

PLEO: /* How can a non-profit ensure only eligible, consenting individuals are elected as directors? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Statutory Requirements==
===When does the AGM need to be held?===
The ''Societies Act'' requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.

The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.

===What activities need to happen at the AGM?===
Legally speaking, the non-profit’s financial statements must be presented to members. If the non-profit has an auditor, then the non-profit's audit report must also be presented to members. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits ''may'' do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.

===What if there isn’t enough time to plan an AGM before the end of the calendar year?===
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.

Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.

==Notice==
===When does notice of general meetings need to be sent?===
If the non-profit's bylaws don't specify, the default from [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section77 s. 77] of the ''Societies Act'' is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the ''Interpretation Act'', days means calendar days.

===What needs to be included in the notice?===
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting. If the meeting will be held either fully or partially by electronic means (e.g. video conference), then the notice must include instructions for how to attend, participate, and vote in the meeting by electronic means.

===Should we change our bylaws to allow for electronic notice to members?===
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.

==Quorum==
===What is quorum?===
Quorum is the minimum number of members present that is required to conduct official non-profit business.

===How many members are needed to meet quorum?===
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.

==Rules of Procedure==
===What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?===
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Basic-Guide.pdf Robert’s Rules of Order] because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include [https://www.pacificlegaloutreach.com/s/Talking-Circle-Basic-Guide.pdf talking circles], [https://www.pacificlegaloutreach.com/s/Dynamic-Facilitation-Basic-Guide.pdf dynamic facilitation], and [https://www.pacificlegaloutreach.com/s/Consensus-Basic-Guide.pdf consensus].

''See also:'' [https://commons.wikimedia.org/wiki/File:Consensus-flowchart.png consensus flowchart], [https://www.pacificlegaloutreach.com/s/Democratic-Rules-of-Order-flowchart.pdf Robert’s Rules flowchart], [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Cheat-Sheet.pdf Robert’s Rules cheat sheet].

==Electronic Participation==
===How do we hold electronic meetings of members?===
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.

An example is set out below:
<blockquote>'''PART [X] - MEETINGS OF MEMBERS'''

''Electronic Participation in General Meetings''

The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by permitted electronic means are deemed to be present in person at the general meeting.

'''RELEVANT DEFINITIONS'''

"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
*in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
*in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
</blockquote>

==Member Proposals==
===What is a member proposal?===
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, no more than 500 words, include the text of any special resolution required to be considered, and signed by at least the minimum number of proposers. If the bylaws do not specify, then the default minimum number of proposers is 5% of voting members.

===If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section81 Section 81](4) of the ''Societies Act'' states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. At the AGM, the society must allow one of the proposers, who must be a voting member, to present the proposal at the AGM. However, if the proposal relates substantially to a matter that was already considered at a general meeting within the previous two calendar years, then the society does not have to include the proposal with the AGM notice, and it does not have to allow a proposer to present the proposal at the AGM.

==Voting and Resolutions==
===How do members vote?===
The non-profit's bylaws may specify the manner of voting, such as by show of hands or secret ballot. In addition, the ''Societies Act'' allows some votes to be done in writing. For example, a special resolution may be passed either by 2/3 majority of voting members present at a general meeting or in writing by unanimous consent of voting members.

For an example of a member voting provision in the bylaws, see below:
<blockquote>'''PART [X] - VOTING BY MEMBERS'''

''Ordinary Resolution Sufficient''

Unless the ''Act'', these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

''Entitlement to Vote''

Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
</blockquote>

===How do we allow proxy voting?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section85 s. 85] of the ''Societies Act'', if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:

<blockquote>'''PART [X] PROXY VOTING'''
''Proxy voting is permitted''
A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.

A member must not hold more than three proxies.

The instrument appointing a proxy must be in the following form, or in any other form that the board approves:

I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.

A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.

A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
</blockquote>

===What is an ordinary resolution?===
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (more than 50%) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.

===What is the difference between ordinary and special resolution? When do we need a special resolution?===
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
*the constitution or bylaws of the non-profit are altered;
*a director or other member is removed from the non-profit or disciplined;
*the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
*other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
*If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the ''Societies Act'' or unless otherwise specified by the non-profit’s bylaws. The ''Societies Act'' provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

===How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?===
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.

===What is the minimum vote threshold to pass an ordinary or special resolution?===
If voted on at a general meeting, an ordinary resolution requires a simple majority (more than 50%) of voting members present to pass. A special resolution requires a 2/3 majority support of voting members present to pass. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.

If voted on in writing, an ordinary resolution requires 2/3 majority support of all voting members to pass. A special resolution must receive unanimous support of all voting members to pass in writing. In either case, written resolutions must be sent to all voting members, and it is the total current voting members of the non-profit that counts for the threshold.

==Amending the Bylaws and Constitution==
===How often can a non-profit update its bylaws?===
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section74 s. 74] of the ''Societies Act''. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

==Elections==
===How can a non-profit ensure only eligible, consenting individuals are elected as directors?===
The ''Societies Act'' requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The ''Societies Act'' also requires the non-profit keep a record of every consent to act as a director. If the person verbally consents to being a director at a general meeting, the person's consent should be recorded in the general meeting minutes.

The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found [https://lawfornonprofits.ca/s/LFNPconsenttoact.doc here].

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)

2024-01-13T00:39:35Z

PLEO: /* What is the minimum vote threshold to pass an ordinary or special resolution? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Statutory Requirements==
===When does the AGM need to be held?===
The ''Societies Act'' requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.

The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.

===What activities need to happen at the AGM?===
Legally speaking, the non-profit’s financial statements must be presented to members. If the non-profit has an auditor, then the non-profit's audit report must also be presented to members. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits ''may'' do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.

===What if there isn’t enough time to plan an AGM before the end of the calendar year?===
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.

Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.

==Notice==
===When does notice of general meetings need to be sent?===
If the non-profit's bylaws don't specify, the default from [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section77 s. 77] of the ''Societies Act'' is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the ''Interpretation Act'', days means calendar days.

===What needs to be included in the notice?===
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting. If the meeting will be held either fully or partially by electronic means (e.g. video conference), then the notice must include instructions for how to attend, participate, and vote in the meeting by electronic means.

===Should we change our bylaws to allow for electronic notice to members?===
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.

==Quorum==
===What is quorum?===
Quorum is the minimum number of members present that is required to conduct official non-profit business.

===How many members are needed to meet quorum?===
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.

==Rules of Procedure==
===What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?===
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Basic-Guide.pdf Robert’s Rules of Order] because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include [https://www.pacificlegaloutreach.com/s/Talking-Circle-Basic-Guide.pdf talking circles], [https://www.pacificlegaloutreach.com/s/Dynamic-Facilitation-Basic-Guide.pdf dynamic facilitation], and [https://www.pacificlegaloutreach.com/s/Consensus-Basic-Guide.pdf consensus].

''See also:'' [https://commons.wikimedia.org/wiki/File:Consensus-flowchart.png consensus flowchart], [https://www.pacificlegaloutreach.com/s/Democratic-Rules-of-Order-flowchart.pdf Robert’s Rules flowchart], [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Cheat-Sheet.pdf Robert’s Rules cheat sheet].

==Electronic Participation==
===How do we hold electronic meetings of members?===
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.

An example is set out below:
<blockquote>'''PART [X] - MEETINGS OF MEMBERS'''

''Electronic Participation in General Meetings''

The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by permitted electronic means are deemed to be present in person at the general meeting.

'''RELEVANT DEFINITIONS'''

"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
*in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
*in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
</blockquote>

==Member Proposals==
===What is a member proposal?===
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, no more than 500 words, include the text of any special resolution required to be considered, and signed by at least the minimum number of proposers. If the bylaws do not specify, then the default minimum number of proposers is 5% of voting members.

===If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section81 Section 81](4) of the ''Societies Act'' states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. At the AGM, the society must allow one of the proposers, who must be a voting member, to present the proposal at the AGM. However, if the proposal relates substantially to a matter that was already considered at a general meeting within the previous two calendar years, then the society does not have to include the proposal with the AGM notice, and it does not have to allow a proposer to present the proposal at the AGM.

==Voting and Resolutions==
===How do members vote?===
The non-profit's bylaws may specify the manner of voting, such as by show of hands or secret ballot. In addition, the ''Societies Act'' allows some votes to be done in writing. For example, a special resolution may be passed either by 2/3 majority of voting members present at a general meeting or in writing by unanimous consent of voting members.

For an example of a member voting provision in the bylaws, see below:
<blockquote>'''PART [X] - VOTING BY MEMBERS'''

''Ordinary Resolution Sufficient''

Unless the ''Act'', these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

''Entitlement to Vote''

Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
</blockquote>

===How do we allow proxy voting?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section85 s. 85] of the ''Societies Act'', if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:

<blockquote>'''PART [X] PROXY VOTING'''
''Proxy voting is permitted''
A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.

A member must not hold more than three proxies.

The instrument appointing a proxy must be in the following form, or in any other form that the board approves:

I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.

A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.

A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
</blockquote>

===What is an ordinary resolution?===
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (more than 50%) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.

===What is the difference between ordinary and special resolution? When do we need a special resolution?===
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
*the constitution or bylaws of the non-profit are altered;
*a director or other member is removed from the non-profit or disciplined;
*the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
*other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
*If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the ''Societies Act'' or unless otherwise specified by the non-profit’s bylaws. The ''Societies Act'' provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

===How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?===
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.

===What is the minimum vote threshold to pass an ordinary or special resolution?===
If voted on at a general meeting, an ordinary resolution requires a simple majority (more than 50%) of voting members present to pass. A special resolution requires a 2/3 majority support of voting members present to pass. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.

If voted on in writing, an ordinary resolution requires 2/3 majority support of all voting members to pass. A special resolution must receive unanimous support of all voting members to pass in writing. In either case, written resolutions must be sent to all voting members, and it is the total current voting members of the non-profit that counts for the threshold.

==Amending the Bylaws and Constitution==
===How often can a non-profit update its bylaws?===
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section74 s. 74] of the ''Societies Act''. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

==Elections==
===How can a non-profit ensure only eligible, consenting individuals are elected as directors?===
The ''Societies Act'' requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The ''Societies Act'' also requires the non-profit keep a record of every consent to act as a director. The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found [https://lawfornonprofits.ca/s/LFNPconsenttoact.doc here].

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)

2024-01-12T23:48:52Z

PLEO: /* What is an ordinary resolution? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Statutory Requirements==
===When does the AGM need to be held?===
The ''Societies Act'' requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.

The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.

===What activities need to happen at the AGM?===
Legally speaking, the non-profit’s financial statements must be presented to members. If the non-profit has an auditor, then the non-profit's audit report must also be presented to members. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits ''may'' do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.

===What if there isn’t enough time to plan an AGM before the end of the calendar year?===
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.

Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.

==Notice==
===When does notice of general meetings need to be sent?===
If the non-profit's bylaws don't specify, the default from [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section77 s. 77] of the ''Societies Act'' is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the ''Interpretation Act'', days means calendar days.

===What needs to be included in the notice?===
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting. If the meeting will be held either fully or partially by electronic means (e.g. video conference), then the notice must include instructions for how to attend, participate, and vote in the meeting by electronic means.

===Should we change our bylaws to allow for electronic notice to members?===
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.

==Quorum==
===What is quorum?===
Quorum is the minimum number of members present that is required to conduct official non-profit business.

===How many members are needed to meet quorum?===
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.

==Rules of Procedure==
===What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?===
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Basic-Guide.pdf Robert’s Rules of Order] because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include [https://www.pacificlegaloutreach.com/s/Talking-Circle-Basic-Guide.pdf talking circles], [https://www.pacificlegaloutreach.com/s/Dynamic-Facilitation-Basic-Guide.pdf dynamic facilitation], and [https://www.pacificlegaloutreach.com/s/Consensus-Basic-Guide.pdf consensus].

''See also:'' [https://commons.wikimedia.org/wiki/File:Consensus-flowchart.png consensus flowchart], [https://www.pacificlegaloutreach.com/s/Democratic-Rules-of-Order-flowchart.pdf Robert’s Rules flowchart], [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Cheat-Sheet.pdf Robert’s Rules cheat sheet].

==Electronic Participation==
===How do we hold electronic meetings of members?===
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.

An example is set out below:
<blockquote>'''PART [X] - MEETINGS OF MEMBERS'''

''Electronic Participation in General Meetings''

The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by permitted electronic means are deemed to be present in person at the general meeting.

'''RELEVANT DEFINITIONS'''

"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
*in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
*in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
</blockquote>

==Member Proposals==
===What is a member proposal?===
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, no more than 500 words, include the text of any special resolution required to be considered, and signed by at least the minimum number of proposers. If the bylaws do not specify, then the default minimum number of proposers is 5% of voting members.

===If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section81 Section 81](4) of the ''Societies Act'' states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. At the AGM, the society must allow one of the proposers, who must be a voting member, to present the proposal at the AGM. However, if the proposal relates substantially to a matter that was already considered at a general meeting within the previous two calendar years, then the society does not have to include the proposal with the AGM notice, and it does not have to allow a proposer to present the proposal at the AGM.

==Voting and Resolutions==
===How do members vote?===
The non-profit's bylaws may specify the manner of voting, such as by show of hands or secret ballot. In addition, the ''Societies Act'' allows some votes to be done in writing. For example, a special resolution may be passed either by 2/3 majority of voting members present at a general meeting or in writing by unanimous consent of voting members.

For an example of a member voting provision in the bylaws, see below:
<blockquote>'''PART [X] - VOTING BY MEMBERS'''

''Ordinary Resolution Sufficient''

Unless the ''Act'', these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

''Entitlement to Vote''

Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
</blockquote>

===How do we allow proxy voting?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section85 s. 85] of the ''Societies Act'', if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:

<blockquote>'''PART [X] PROXY VOTING'''
''Proxy voting is permitted''
A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.

A member must not hold more than three proxies.

The instrument appointing a proxy must be in the following form, or in any other form that the board approves:

I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.

A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.

A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
</blockquote>

===What is an ordinary resolution?===
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (more than 50%) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.

===What is the difference between ordinary and special resolution? When do we need a special resolution?===
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
*the constitution or bylaws of the non-profit are altered;
*a director or other member is removed from the non-profit or disciplined;
*the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
*other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
*If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the ''Societies Act'' or unless otherwise specified by the non-profit’s bylaws. The ''Societies Act'' provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

===How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?===
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.

===What is the minimum vote threshold to pass an ordinary or special resolution?===
The ''Societies Act'' requires a 2/3 threshold to pass a special resolution. An ordinary resolution can be passed by simple majority. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.

==Amending the Bylaws and Constitution==
===How often can a non-profit update its bylaws?===
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section74 s. 74] of the ''Societies Act''. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

==Elections==
===How can a non-profit ensure only eligible, consenting individuals are elected as directors?===
The ''Societies Act'' requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The ''Societies Act'' also requires the non-profit keep a record of every consent to act as a director. The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found [https://lawfornonprofits.ca/s/LFNPconsenttoact.doc here].

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)

2024-01-12T23:46:50Z

PLEO: /* How do members vote? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Statutory Requirements==
===When does the AGM need to be held?===
The ''Societies Act'' requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.

The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.

===What activities need to happen at the AGM?===
Legally speaking, the non-profit’s financial statements must be presented to members. If the non-profit has an auditor, then the non-profit's audit report must also be presented to members. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits ''may'' do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.

===What if there isn’t enough time to plan an AGM before the end of the calendar year?===
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.

Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.

==Notice==
===When does notice of general meetings need to be sent?===
If the non-profit's bylaws don't specify, the default from [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section77 s. 77] of the ''Societies Act'' is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the ''Interpretation Act'', days means calendar days.

===What needs to be included in the notice?===
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting. If the meeting will be held either fully or partially by electronic means (e.g. video conference), then the notice must include instructions for how to attend, participate, and vote in the meeting by electronic means.

===Should we change our bylaws to allow for electronic notice to members?===
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.

==Quorum==
===What is quorum?===
Quorum is the minimum number of members present that is required to conduct official non-profit business.

===How many members are needed to meet quorum?===
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.

==Rules of Procedure==
===What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?===
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Basic-Guide.pdf Robert’s Rules of Order] because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include [https://www.pacificlegaloutreach.com/s/Talking-Circle-Basic-Guide.pdf talking circles], [https://www.pacificlegaloutreach.com/s/Dynamic-Facilitation-Basic-Guide.pdf dynamic facilitation], and [https://www.pacificlegaloutreach.com/s/Consensus-Basic-Guide.pdf consensus].

''See also:'' [https://commons.wikimedia.org/wiki/File:Consensus-flowchart.png consensus flowchart], [https://www.pacificlegaloutreach.com/s/Democratic-Rules-of-Order-flowchart.pdf Robert’s Rules flowchart], [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Cheat-Sheet.pdf Robert’s Rules cheat sheet].

==Electronic Participation==
===How do we hold electronic meetings of members?===
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.

An example is set out below:
<blockquote>'''PART [X] - MEETINGS OF MEMBERS'''

''Electronic Participation in General Meetings''

The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by permitted electronic means are deemed to be present in person at the general meeting.

'''RELEVANT DEFINITIONS'''

"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
*in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
*in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
</blockquote>

==Member Proposals==
===What is a member proposal?===
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, no more than 500 words, include the text of any special resolution required to be considered, and signed by at least the minimum number of proposers. If the bylaws do not specify, then the default minimum number of proposers is 5% of voting members.

===If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section81 Section 81](4) of the ''Societies Act'' states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. At the AGM, the society must allow one of the proposers, who must be a voting member, to present the proposal at the AGM. However, if the proposal relates substantially to a matter that was already considered at a general meeting within the previous two calendar years, then the society does not have to include the proposal with the AGM notice, and it does not have to allow a proposer to present the proposal at the AGM.

==Voting and Resolutions==
===How do members vote?===
The non-profit's bylaws may specify the manner of voting, such as by show of hands or secret ballot. In addition, the ''Societies Act'' allows some votes to be done in writing. For example, a special resolution may be passed either by 2/3 majority of voting members present at a general meeting or in writing by unanimous consent of voting members.

For an example of a member voting provision in the bylaws, see below:
<blockquote>'''PART [X] - VOTING BY MEMBERS'''

''Ordinary Resolution Sufficient''

Unless the ''Act'', these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

''Entitlement to Vote''

Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
</blockquote>

===How do we allow proxy voting?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section85 s. 85] of the ''Societies Act'', if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:

<blockquote>'''PART [X] PROXY VOTING'''
''Proxy voting is permitted''
A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.

A member must not hold more than three proxies.

The instrument appointing a proxy must be in the following form, or in any other form that the board approves:

I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.

A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.

A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
</blockquote>

===What is an ordinary resolution?===
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (50%+1) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.

===What is the difference between ordinary and special resolution? When do we need a special resolution?===
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
*the constitution or bylaws of the non-profit are altered;
*a director or other member is removed from the non-profit or disciplined;
*the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
*other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
*If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the ''Societies Act'' or unless otherwise specified by the non-profit’s bylaws. The ''Societies Act'' provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

===How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?===
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.

===What is the minimum vote threshold to pass an ordinary or special resolution?===
The ''Societies Act'' requires a 2/3 threshold to pass a special resolution. An ordinary resolution can be passed by simple majority. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.

==Amending the Bylaws and Constitution==
===How often can a non-profit update its bylaws?===
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section74 s. 74] of the ''Societies Act''. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

==Elections==
===How can a non-profit ensure only eligible, consenting individuals are elected as directors?===
The ''Societies Act'' requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The ''Societies Act'' also requires the non-profit keep a record of every consent to act as a director. The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found [https://lawfornonprofits.ca/s/LFNPconsenttoact.doc here].

{{Societies Act FAQs NavBox}}

Meetings of Non-Profit Members (AGM, SGM) (Societies Act FAQs)

2024-01-12T23:38:18Z

PLEO: /* If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM? */

{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in May 2021}}
==Statutory Requirements==
===When does the AGM need to be held?===
The ''Societies Act'' requires that non-profits hold an annual general meeting (AGM) once every calendar year. However, a non-profit does not need to hold an AGM in the calendar year during which it was incorporated.

The best practice is for non-profits to hold their AGM on a date that falls within six months following the last day of the non-profit’s financial year so members can approve the full and complete financial statements for the previous year, as well as discuss the non-profit’s activities of the previous year. Another reason for this suggested AGM timing is that the financial statements must be approved within six months of the end of the financial year.

===What activities need to happen at the AGM?===
Legally speaking, the non-profit’s financial statements must be presented to members. If the non-profit has an auditor, then the non-profit's audit report must also be presented to members. The non-profit must also deal with any matters that are required to be dealt with at an AGM per the non-profit’s bylaws. For example, many non-profits’ bylaws state that director elections must occur at the AGM. However, these minimum requirements do not limit what non-profits ''may'' do at an AGM. For example, some non-profits use AGMs to gain member input, conduct year-end reviews, conduct volunteer development, or do strategic planning for the upcoming year.

===What if there isn’t enough time to plan an AGM before the end of the calendar year?===
If the non-profit anticipates the AGM cannot be held before the end of the calendar year, between November 1 and December 31 of the calendar year during which the AGM must be held, the non-profit may request a deadline extension from the registrar of companies through Societies Online. An extension can be granted up until March 31 of the following year.

Or, if an Annual General Meeting is not held prior to December 31 the non-profit may file the Annual Report as "No Meeting Held" between January 1 and January 31 of the following calendar year.

==Notice==
===When does notice of general meetings need to be sent?===
If the non-profit's bylaws don't specify, the default from [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section77 s. 77] of the ''Societies Act'' is that notices of every general meeting must be sent out between 14 and 60 days before the day the meeting will be held. The bylaws may be amended to require a different number of days' notice, but it cannot be less than 7 or more than 60 days. Per the ''Interpretation Act'', days means calendar days.

===What needs to be included in the notice?===
Notice of a general meeting must include the date, time, and location of the meeting. The notice must also include the text of any special resolutions to be considered at the meeting. If the meeting will be held either fully or partially by electronic means (e.g. video conference), then the notice must include instructions for how to attend, participate, and vote in the meeting by electronic means.

===Should we change our bylaws to allow for electronic notice to members?===
The 'written' notice required by the act includes electronic messages, such as email. However, if your bylaws do not permit electronic notices, this change is advisable. It requires a special resolution at a general meeting.

==Quorum==
===What is quorum?===
Quorum is the minimum number of members present that is required to conduct official non-profit business.

===How many members are needed to meet quorum?===
Unless the bylaws state otherwise, quorum is three voting members. The bylaws may be amended so that quorum is greater than three members. Quorum can never be set at less than three members.

==Rules of Procedure==
===What rules of procedure (meeting rules) should the non-profit use for meetings of members (AGMs and SGMs)? Do we have to use Robert’s Rules of Order for a non-profit AGM?===
Unless the bylaws state otherwise, non-profits do not need to use Robert’s Rules of Order. Many non-profits use a simplified or modified version of [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Basic-Guide.pdf Robert’s Rules of Order] because it is familiar and common. However, it is up to the non-profit to decide which decision-making procedures are most appropriate to meet the non-profit’s needs. Other examples of rules of procedure include [https://www.pacificlegaloutreach.com/s/Talking-Circle-Basic-Guide.pdf talking circles], [https://www.pacificlegaloutreach.com/s/Dynamic-Facilitation-Basic-Guide.pdf dynamic facilitation], and [https://www.pacificlegaloutreach.com/s/Consensus-Basic-Guide.pdf consensus].

''See also:'' [https://commons.wikimedia.org/wiki/File:Consensus-flowchart.png consensus flowchart], [https://www.pacificlegaloutreach.com/s/Democratic-Rules-of-Order-flowchart.pdf Robert’s Rules flowchart], [https://www.pacificlegaloutreach.com/s/Roberts-Rules-Cheat-Sheet.pdf Robert’s Rules cheat sheet].

==Electronic Participation==
===How do we hold electronic meetings of members?===
You can change your bylaws to include electronic meetings. You need to give some thought to the logistics and technology necessary to accomplish this.

An example is set out below:
<blockquote>'''PART [X] - MEETINGS OF MEMBERS'''

''Electronic Participation in General Meetings''

The board may determine, in its discretion, to hold any general meeting in whole or in part by electronic means, so as to allow some or all members to participate in the meeting remotely.

Where a general meeting is to be conducted using electronic means, the board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.

Persons participating by permitted electronic means are deemed to be present in person at the general meeting.

'''RELEVANT DEFINITIONS'''

"Electronic Means" means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
*in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
*in relation to a vote, permits voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters.
</blockquote>

==Member Proposals==
===What is a member proposal?===
A member proposal gives members the ability to raise issues for discussion at a general meeting. The proposal must be in writing, no more than 500 words, include the text of any special resolution required to be considered, and signed by at least the minimum number of proposers. If the bylaws do not specify, then the default minimum number of proposers is 5% of voting members.

===If members of a non-profit properly submit a member proposal, does the proposal have to be discussed or voted on at the AGM?===
[https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section81 Section 81](4) of the ''Societies Act'' states that if a non-profit receives a member proposals at least 7 days before the AGM notice is sent, the non-profit must include with the notice the proposal, the names of the members submitting the proposal, and a statement of support if requested. At the AGM, the society must allow one of the proposers, who must be a voting member, to present the proposal at the AGM. However, if the proposal relates substantially to a matter that was already considered at a general meeting within the previous two calendar years, then the society does not have to include the proposal with the AGM notice, and it does not have to allow a proposer to present the proposal at the AGM.

==Voting and Resolutions==
===How do members vote?===
For an example of a member voting provision in the bylaws, see below:
<blockquote>'''PART [X] - VOTING BY MEMBERS'''

''Ordinary Resolution Sufficient''

Unless the ''Act'', these bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.

''Entitlement to Vote''

Each Member in good standing is entitled to one (1) vote on matters for determination by the members. No other person is entitled to vote on a matter for determination by the members, whether at a general meeting or otherwise.
</blockquote>

===How do we allow proxy voting?===
Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section85 s. 85] of the ''Societies Act'', if a non-profit wants to allow proxy voting, it must have a bylaw permitting it. See below for an example provision for proxy voting:

<blockquote>'''PART [X] PROXY VOTING'''
''Proxy voting is permitted''
A voting member may appoint another such member to act and vote as the member's proxy at a general meeting.

A member must not hold more than three proxies.

The instrument appointing a proxy must be in the following form, or in any other form that the board approves:

I, _____________________, of ____________________, hereby appoint ___________________, of ___________________, as my proxy to vote for me and on my behalf at the general meeting of ABC Society on the ____ day of _____, 20__, and at any adjournment thereof. Signed at ____________ this ______ day of ________, 20__.

A proxy must be received not fewer than 15 minutes before the time set for the start of a general meeting.

A proxy is only valid for the meeting for which the proxy is given, and any adjournment of that meeting.
</blockquote>

===What is an ordinary resolution?===
Most of the business requiring voting by a non-profit will be done through an ordinary resolution. The Act dictates that several things be done by ordinary resolution, such as dissolution of the non-profit and appointment of a new director in the event that one is removed. The bylaws of the non-profit may specify other circumstances where an ordinary resolution is required, and the model bylaws created by the government suggest that most votes should be determined by ordinary resolution.

An ordinary resolution is passed at a general meeting by receiving a simple majority (50%+1) of votes cast by present voting members in accordance with the Act or rules specified in the non-profit’s bylaws. In addition, an ordinary resolution may be passed if agreed to in writing by 2/3 of the total voting members in the non-profit.

===What is the difference between ordinary and special resolution? When do we need a special resolution?===
A special resolution is required when a resolution will have particular significance to the structure or ethics of the non-profit. The Act sets out when a special resolution is required:
*the constitution or bylaws of the non-profit are altered;
*a director or other member is removed from the non-profit or disciplined;
*the non-profit wants to enter into a contract that may result in a conflict of interest for a director;
*other significant financial alterations to the non-profit, such as liquidation, sale of assets, or leasing of assets;
*If a general meeting will discuss matters relating to a special resolution, the text of the special resolution for the meeting must be provided in the notice of the general meeting. A special resolution is passed at a general meeting by receiving 2/3 of the votes cast by present voting members in accordance with the ''Societies Act'' or unless otherwise specified by the non-profit’s bylaws. The ''Societies Act'' provides that the bylaws can increase the threshold of required votes needed for a special resolution (up to 100% or unanimity) except in cases dealing with the removal of directors. In addition, a special resolution may be passed if agreed to in writing by all of the voting members in the non-profit.

===How long does a resolution last? Can a resolution remain binding over future conduct of the non-profit?===
Motions, written properly, can authorize conduct in future years, such as a yearly donation that increases by a set amount each year. However, the current members of the non-profit can seek to have any ordinary resolution repealed if the circumstances no longer warrant continuing the practice.

===What is the minimum vote threshold to pass an ordinary or special resolution?===
The ''Societies Act'' requires a 2/3 threshold to pass a special resolution. An ordinary resolution can be passed by simple majority. In either case, it is the number of votes cast by the voting members present that counts, not the total current membership of the non-profit.

==Amending the Bylaws and Constitution==
===How often can a non-profit update its bylaws?===
Bylaws can be changed at any meeting of members. A non-profit’s directors can call a general meeting at any time they wish, under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section74 s. 74] of the ''Societies Act''. At a general meeting, a non-profit can update or change its bylaws through a special resolution. The bylaw changes have to be included in the notice of the meeting.

==Elections==
===How can a non-profit ensure only eligible, consenting individuals are elected as directors?===
The ''Societies Act'' requires that every director who is designated, appointed, or elected must either consent in writing to be a director or agree in-person to be a director at the meeting at which they are designated, appointed, or elected. The ''Societies Act'' also requires the non-profit keep a record of every consent to act as a director. The best practice is to have every director sign a Consent to Act as a Director Form which records their consent and which records the director’s affirmation that they meet the eligibility requirements to be a director of the non-profit. An example of a Consent to Act as a Director Form can be found [https://lawfornonprofits.ca/s/LFNPconsenttoact.doc here].

{{Societies Act FAQs NavBox}}