Reviewing Your Non-profit Society's Bylaws: Difference between revisions

| text = Why review your bylaws now?

* '''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.

| 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.

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.

| <b>Classes of membership</b>

| <strong>Timing of AGM</strong>

| <strong>Number of directors</strong>

| <strong>Election or appointment of directors</strong>

| <strong>Proceedings of directors</strong>

| 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 expand or limit society's power to invest - e.g., by expanding the permissible types of investment to include more risky ones.

| <b>Director's remuneration</b> (effective in 2018 for existing societies)

| <b>Member access to records</b>

| 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.

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.