Transition (Societies Act FAQs): Difference between revisions
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{{Societies Act FAQs TOC}} | {{Societies Act FAQs TOC}} | ||
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}} | |||
==About this Appendix== | ==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 | 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''== | ==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. | *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. | *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 | *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. | *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. | *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 | *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 | *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 | *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. | *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. | *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 | *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. | *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. | *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== | ==Other information regarding the new Societies Act== | ||
Please visit [ | 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 transition guide | ||
*a link to the new Act and its regulations | *a link to the new Act and its regulations | ||
*links to the new Model Bylaws as well as the old Schedule B Bylaws | *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 | *tables comparing the old Society Act to the new Societies Act | ||
*more FAQs | *more FAQs | ||
==FAQs About Transitioning to the New ''Societies Act''== | ==FAQs About Transitioning to the New ''Societies Act''== | ||
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===What do we do with the winding up and dissolution clause in our constitution?=== | ===What do we do with the winding up and dissolution clause in our constitution?=== | ||
Under the new | 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?=== | ===Do we need the approval of the CRA to move the winding up and dissolution clause out of the constitution?=== | ||
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===What does unalterable mean?=== | ===What does unalterable mean?=== | ||
Unalterable means something that cannot be changed. In the new Societies Act, unalterable bylaw provisions are no longer permitted. | 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''?=== | ===Are the Schedule B Bylaws compliant with the new ''Societies Act''?=== | ||
The Schedule B Bylaws are mostly compliant with the new | 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?=== | ===On transition, can we correct the spelling errors that were on the original filed bylaws?=== | ||
