Reviewing Your Non-profit Society's Bylaws - Revision history

Drew Jackson: /* Directors' meetings */

2018-09-19T20:54:43Z

Directors' meetings

← Older revision		Revision as of 20:54, 19 September 2018
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	\| <strong>Borrowing of funds</strong>		\| <strong>Borrowing of funds</strong>
	\| Society may borrow funds at director's discretion. (Under old Act, issuing a debenture on borrowing funds required a special resolution of members.)		\| Society may borrow funds at director's discretion. (Under old Act, issuing a debenture on borrowing funds required a special resolution of members.)
	\| Bylaws may limit directors' ability to borrow ~~funds -~~ e.g., by requiring an ordinary or special resolution of members before borrowing can occur.		\| Bylaws may limit directors' ability to borrow funds – e.g., by requiring an ordinary or special resolution of members before borrowing can occur.
	\| Old Schedule B model bylaws require a special resolution of members to issue a debenture (effectively curtailing the increased flexibility provided under new Act).		\| Old Schedule B model bylaws require a special resolution of members to issue a debenture (effectively curtailing the increased flexibility provided under new Act).
	\|- valign="top"		\|- valign="top"
	\| <strong>Investment of funds</strong>		\| <strong>Investment of funds</strong>
	\| Society may invest its funds in any prudent investment.		\| Society may invest its funds in any prudent investment.
	\| Bylaws may expand or limit society's power to invest - e.g., by expanding the permissible types of investment to include more risky ones.		\| Bylaws may expand or limit society's power to invest – e.g., by expanding the permissible types of investment to include more risky ones.
	\| New model bylaws and old Schedule B model bylaws are both silent on investment of funds.		\| New model bylaws and old Schedule B model bylaws are both silent on investment of funds.
	\|}		\|}

Drew Jackson: /* Option 2: Adopt the new model bylaws */

2018-09-19T20:53:27Z

Option 2: Adopt the new model bylaws

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	===Option 2: Adopt the new model bylaws===		===Option 2: Adopt the new model bylaws===

	An option available to societies with the introduction of the new ''Societies Act'', instead of preparing a consolidated set of existing bylaws (with or without further revisions), is to adopt a new set of bylaws entirely. The new set could be the '''new model bylaws''' found in [https://canlii.ca/t/8z1m Schedule 1 of the Societies Regulation]; a [~~http~~://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/~~corporations/societies~~/model_bylaws.docx Word version] is available through the Corporate Registry website.		An option available to societies with the introduction of the new ''Societies Act'', instead of preparing a consolidated set of existing bylaws (with or without further revisions), is to adopt a new set of bylaws entirely. The new set could be the '''new model bylaws''' found in [https://canlii.ca/t/8z1m Schedule 1 of the Societies Regulation]; a [https://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/registries-other-assets/model_bylaws.docx Word version] is available through the Corporate Registry website.

	These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act.		These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act.

Drew Jackson: /* Option 2: Adopt the new model bylaws */

2018-09-19T20:52:41Z

Option 2: Adopt the new model bylaws

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	===Option 2: Adopt the new model bylaws===		===Option 2: Adopt the new model bylaws===

	An option available to societies with the introduction of the new ''Societies Act'', instead of preparing a consolidated set of existing bylaws (with or without further revisions), is to adopt a new set of bylaws entirely. The new set could be the '''new model bylaws''' found in [~~http~~://canlii.ca/t/8z1m Schedule 1 of the Societies Regulation]; a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/model_bylaws.docx Word version] is available through the Corporate Registry website.		An option available to societies with the introduction of the new ''Societies Act'', instead of preparing a consolidated set of existing bylaws (with or without further revisions), is to adopt a new set of bylaws entirely. The new set could be the '''new model bylaws''' found in [https://canlii.ca/t/8z1m Schedule 1 of the Societies Regulation]; a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/model_bylaws.docx Word version] is available through the Corporate Registry website.

	These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act.		These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act.

Drew Jackson: /* Option 1: Revise your society's existing bylaws */

2018-09-19T20:52:15Z

Option 1: Revise your society's existing bylaws

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	{{PLSTipsbox		{{PLSTipsbox
	\| text = <p>If your society currently uses the model bylaws under the old ''Society Act'', often called Schedule B bylaws, there may not be many changes needed to your bylaws. The Schedule B bylaws – available as a [~~http~~://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/~~corporations/societies~~/schedule_b_bylaws.docx Word document] on the Corporate Registry's website – have a few clauses that are somewhat in tension with the new Act, and others that don't take advantage of the flexibility provided under the new Act. The section below on [[Reviewing Your Non-profit Society's Bylaws#Key clauses to consider\|key clauses to consider]] highlights clauses to pay particular attention to if you are currently using the Schedule B bylaws.</p>		\| text = <p>If your society currently uses the model bylaws under the old ''Society Act'', often called Schedule B bylaws, there may not be many changes needed to your bylaws. The Schedule B bylaws – available as a [https://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/registries-other-assets/schedule_b_bylaws.docx Word document] on the Corporate Registry's website – have a few clauses that are somewhat in tension with the new Act, and others that don't take advantage of the flexibility provided under the new Act. The section below on [[Reviewing Your Non-profit Society's Bylaws#Key clauses to consider\|key clauses to consider]] highlights clauses to pay particular attention to if you are currently using the Schedule B bylaws.</p>
	}}		}}

Drew Jackson: /* Reporting society provisions */

2016-12-09T16:33:07Z

Reporting society provisions

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	If a society was a reporting society under the old <i>Society Act</i>, it must incorporate new reporting society provisions into its bylaws. Reporting societies under the old Act include hospitals, insurance societies and other societies that require government consent to incorporate, as well as any society that has a subsidiary. (A society is not reporting just because it files annual reports with the Corporate Registry.)		If a society was a reporting society under the old <i>Society Act</i>, it must incorporate new reporting society provisions into its bylaws. Reporting societies under the old Act include hospitals, insurance societies and other societies that require government consent to incorporate, as well as any society that has a subsidiary. (A society is not reporting just because it files annual reports with the Corporate Registry.)

	The new reporting society provisions, which are in [http://~~www.~~canlii.~~org/en/bc~~/~~laws~~/~~regu/bc-reg-216-2015/latest/bc-reg-216-2015.html#Schedule_3__58546~~ Schedule 3 of the Societies Regulation], contain special rules, such as the requirement to have an auditor. These provisions <b>must be included without alteration </b>in the bylaws filed with the transition application. Once the provisions have been included in a society’s bylaws on transition, they can be altered like any other bylaw.		The new reporting society provisions, which are in [http://canlii.ca/t/8z1m Schedule 3 of the Societies Regulation], contain special rules, such as the requirement to have an auditor. These provisions <b>must be included without alteration </b>in the bylaws filed with the transition application. Once the provisions have been included in a society’s bylaws on transition, they can be altered like any other bylaw.

	== How to amend bylaws or adopt new ones ==		== How to amend bylaws or adopt new ones ==

Drew Jackson: /* Option 2: Adopt the new model bylaws */

2016-12-09T16:31:57Z

Option 2: Adopt the new model bylaws

← Older revision		Revision as of 16:31, 9 December 2016
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	===Option 2: Adopt the new model bylaws===		===Option 2: Adopt the new model bylaws===

	An option available to societies with the introduction of the new ''Societies Act'', instead of preparing a consolidated set of existing bylaws (with or without further revisions), is to adopt a new set of bylaws entirely. The new set could be the '''new model bylaws''' found in [http://~~www.~~canlii.~~org/en/bc~~/~~laws~~/~~regu/bc-reg-216-2015/latest/bc-reg-216-2015.html#Schedule_1__24312~~ Schedule 1 of the Societies Regulation]; a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/model_bylaws.docx Word version] is available through the Corporate Registry website.		An option available to societies with the introduction of the new ''Societies Act'', instead of preparing a consolidated set of existing bylaws (with or without further revisions), is to adopt a new set of bylaws entirely. The new set could be the '''new model bylaws''' found in [http://canlii.ca/t/8z1m Schedule 1 of the Societies Regulation]; a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/model_bylaws.docx Word version] is available through the Corporate Registry website.

	These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act.		These model bylaws contain basic clauses for governing and operating a society – such as the conduct of meetings and the role of directors – that align with the new Act.

Drew Jackson: /* Previously unalterable provisions */

2016-12-05T16:14:36Z

Previously unalterable provisions

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	On transition, any provisions that are in a society's constitution other than the name or purposes must be moved to the society’s bylaws. Any "unalterable" provisions must be identified as having been "previously unalterable". <strong>The unalterable provisions must not be changed on transition.</strong> Once a society has transitioned, the previously unalterable provisions can be altered by a special resolution of members. But on transition, the previously unalterable provisions cannot be amended.		On transition, any provisions that are in a society's constitution other than the name or purposes must be moved to the society’s bylaws. Any "unalterable" provisions must be identified as having been "previously unalterable". <strong>The unalterable provisions must not be changed on transition.</strong> Once a society has transitioned, the previously unalterable provisions can be altered by a special resolution of members. But on transition, the previously unalterable provisions cannot be amended.
	{{PLSTipsbox		{{PLSTipsbox
	\| text = Any amendments to previously unalterable provisions must be approved by a special resolution passed or consented to <b>after </b>the society has filed its transition application. In other words, societies cannot approve changes to previously unalterable provisions to be effective after transition in a members' meeting held before the completion of the transition process. This two-step process (transition first, then consider amendment later) is intended to ensure that members have the opportunity to consider any amendments to these previously unalterable provisions, which typically incorporate fundamental principles or values of a society.		\| text = <p>Any amendments to previously unalterable provisions must be approved by a special resolution passed or consented to <b>after </b>the society has filed its transition application. In other words, societies cannot approve changes to previously unalterable provisions to be effective after transition in a members' meeting held before the completion of the transition process. This two-step process (transition first, then consider amendment later) is intended to ensure that members have the opportunity to consider any amendments to these previously unalterable provisions, which typically incorporate fundamental principles or values of a society.</p>
	}}		}}

Drew Jackson: /* Options for reviewing your bylaws */

2016-12-05T16:14:13Z

Options for reviewing your bylaws

← Older revision		Revision as of 16:14, 5 December 2016
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	{{PLSTipsbox		{{PLSTipsbox
	\| text = Why review your bylaws now?		\| text = <p>Why review your bylaws now?
	* '''To minimize confusion.''' Having bylaws that conflict with the new ''Societies Act'' means that members and directors might be confused about what rules prevail.		* '''To minimize confusion.''' Having bylaws that conflict with the new ''Societies Act'' means that members and directors might be confused about what rules prevail.
	* '''To reduce risk.''' Effectively, you can’t trust your bylaws between November 28, 2016 and when you conduct a review to ensure they are harmonized with the new Act.		* '''To reduce risk.''' Effectively, you can’t trust your bylaws between November 28, 2016 and when you conduct a review to ensure they are harmonized with the new Act.
	* '''To take advantage of increased flexibility under the new Act.''' Even if you are generally satisfied with your society’s existing bylaws, you may want to take advantage of increased flexibility offered by the new Act in some areas.		* '''To take advantage of increased flexibility under the new Act.''' Even if you are generally satisfied with your society’s existing bylaws, you may want to take advantage of increased flexibility offered by the new Act in some areas.</p>
	}}		}}

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	{{PLSTipsbox		{{PLSTipsbox
	\| text = If your society currently uses the model bylaws under the old ''Society Act'', often called Schedule B bylaws, there may not be many changes needed to your bylaws. The Schedule B bylaws – available as a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/schedule_b_bylaws.docx Word document] on the Corporate Registry's website – have a few clauses that are somewhat in tension with the new Act, and others that don't take advantage of the flexibility provided under the new Act. The section below on [[Reviewing Your Non-profit Society's Bylaws#Key clauses to consider\|key clauses to consider]] highlights clauses to pay particular attention to if you are currently using the Schedule B bylaws.		\| text = <p>If your society currently uses the model bylaws under the old ''Society Act'', often called Schedule B bylaws, there may not be many changes needed to your bylaws. The Schedule B bylaws – available as a [http://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/corporations/societies/schedule_b_bylaws.docx Word document] on the Corporate Registry's website – have a few clauses that are somewhat in tension with the new Act, and others that don't take advantage of the flexibility provided under the new Act. The section below on [[Reviewing Your Non-profit Society's Bylaws#Key clauses to consider\|key clauses to consider]] highlights clauses to pay particular attention to if you are currently using the Schedule B bylaws.</p>
	}}		}}

Drew Jackson: /* Inspection of records */

2016-12-05T15:09:06Z

Inspection of records

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	! \| <b>Implications for your bylaws </b>		! \| <b>Implications for your bylaws </b>
	\|- valign="top"		\|- valign="top"
	\| <b>Member access to records</b>		\| style="width:100px"\|<b>Member access to records</b>
	\| Members are entitled to inspect all records of a society (as are directors).		\| Members are entitled to inspect all records of a society (as are directors).
	\| Bylaws may restrict member access to some records (accounting records and records of directors’ meetings except relating to conflicts disclosures).		\| Bylaws may restrict member access to some records (accounting records and records of directors’ meetings except relating to conflicts disclosures).

Drew Jackson: /* Directors' meetings */

2016-12-05T15:08:53Z

Directors' meetings

← Older revision		Revision as of 15:08, 5 December 2016
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	! \| <b>Implications for your bylaws </b>		! \| <b>Implications for your bylaws </b>
	\|- valign="top"		\|- valign="top"
	\| <strong>Proceedings of directors</strong>		\| style="width:100px"\|<strong>Proceedings of directors</strong>
	\| Directors may pass directors' resolution without a meeting if all directors consent in writing.		\| Directors may pass directors' resolution without a meeting if all directors consent in writing.
	\| Bylaws can provide for a written consent resolution to be passed by a fewer number of directors or "in any other manner".		\| Bylaws can provide for a written consent resolution to be passed by a fewer number of directors or "in any other manner".