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Difference between revisions of "Preparing for Transition under the New Societies Act"
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Preparing for Transition under the New Societies Act (view source)
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{{DEMOWARNING}}{{REVIEWEDPLS | reviewer = [[Mary Childs]], [[Michael Blatchford]] and [[Steve Carey]] |date= November 2016}} | {{DEMOWARNING}}{{REVIEWEDPLS | reviewer = [[Mary Childs]], [[Michael Blatchford]] and [[Steve Carey]] |date= November 2016}} | ||
{{Transitioning an Existing Society TOC}} | {{Transitioning an Existing Society TOC}}All existing societies in BC are required to "transition" within a two-year period from when the new ''[http://www.bclaws.ca/civix/document/id/complete/statreg/15018_01 Societies Act]'' came into effect on November 28, 2016. Transitioning involves filing an application online. This section covers the steps a society should take to '''prepare''' for filing the transition application. | ||
===Optional preliminary step: Order a transition package=== | |||
To file the transition application, you will need to submit an electronic version of the society’s constitution and consolidated bylaws. To put this material together, you may want to order a '''transition package''' from the Corporate Registry for $40. '''This step is optional'''. | To file the transition application, you will need to submit an electronic version of the society’s constitution and consolidated bylaws. To put this material together, you may want to order a '''transition package''' from the Corporate Registry for $40. '''This step is optional'''. | ||
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To become a member-funded society, a society must meet a qualification test and get the approval of its members in a special resolution. If a society doesn’t adopt the member-funded society designation on transition, it will need a court order to do so later. | To become a member-funded society, a society must meet a qualification test and get the approval of its members in a special resolution. If a society doesn’t adopt the member-funded society designation on transition, it will need a court order to do so later. | ||
See the section | See the section "[[What the New Societies Act Means for Existing Societies#You need to decide whether to become a member-funded society|You will need to decide whether to become a member-funded society]]" for the issues to consider in whether to become a member-funded society. | ||
==Step 2: Ensure the society is up-to-date in its Corporate Registry filings== | ==Step 2: Ensure the society is up-to-date in its Corporate Registry filings== | ||
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* If the society chooses to become a member-funded society (see step 1), add this statement to the constitution: | * If the society chooses to become a member-funded society (see step 1), add this statement to the constitution: | ||
<blockquote>This society is a member-funded society. It is funded primarily by its members to carry on activities for the benefit of its members. On its liquidation or dissolution, this society may distribute its money and other property to its members.</blockquote> | |||
==Step 4: Prepare an electronic version of the society’s consolidated bylaws== | ==Step 4: Prepare an electronic version of the society’s consolidated bylaws== | ||
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The document can be a word processing document or a PDF. If your constitution and bylaws are currently in a single document, you will need to separate them into two documents; the bylaws must be in a single, consolidated document. | The document can be a word processing document or a PDF. If your constitution and bylaws are currently in a single document, you will need to separate them into two documents; the bylaws must be in a single, consolidated document. | ||
To assemble this document, the transition package described in the [[https://wiki.clicklaw.bc.ca/index.php?title=Preparing_for_Transition_under_the_New_Societies_Act#Optional_preliminary_step:_Order_a_transition_package|optional preliminary step above]] can be very helpful. For societies that use the model bylaws in Schedule B of the old ''Society Act'', a Word version of the Schedule B Bylaws available on the Corporate Registry website can be used as a starting point to assemble your society’s consolidated bylaws. You will need to update that document with any amendments to the society’s bylaws that were filed with the Corporate Registry. | To assemble this document, the transition package described in the [[https://wiki.clicklaw.bc.ca/index.php?title=Preparing_for_Transition_under_the_New_Societies_Act#Optional_preliminary_step:_Order_a_transition_package|optional preliminary step above]] can be very helpful. For societies that use the model bylaws in Schedule B of the old ''Society Act'', 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 version of the Schedule B Bylaws] available on the Corporate Registry website can be used as a starting point to assemble your society’s consolidated bylaws. You will need to update that document with any amendments to the society’s bylaws that were filed with the Corporate Registry. | ||
===If there are provisions to move from the society’s constitution to the bylaws=== | ===If there are provisions to move from the society’s constitution to the bylaws=== | ||
For any provisions in the society’s constitution other than the society’s name and purposes, move those provisions to the society’s consolidated bylaws. You can add them to a new part at the end of the bylaws under a separate heading such as | For any provisions in the society’s constitution other than the society’s name and purposes, move those provisions to the society’s consolidated bylaws. You can add them to a new part at the end of the bylaws under a separate heading such as "Provisions from the Society’s Pre-Transition Constitution" or "Former Constitutional Provisions". | ||
If you are moving an "unalterable" provision from the society’s constitution to the bylaws, mark that provision as having been "previously unalterable". For example, a society might have an unalterable provision in its constitution about remuneration of board members: | |||
<blockquote>3. The society shall be carried on without purpose of gain for its members. No member of the board shall be paid any remuneration for services rendered to the society but may be paid his reasonable expenses. This paragraph is unalterable.</blockquote> | |||
On moving this provision to the consolidated bylaws, it could look like this: | On moving this provision to the consolidated bylaws, it could look like this: | ||
'''Provisions from the Society’s Pre-Transition Constitution 40. The society shall be carried on without purpose of gain for its members. No member of the board shall be paid any remuneration for services rendered to the society but may be paid his reasonable expenses. This provision was previously unalterable. | <blockquote>'''Provisions from the Society’s Pre-Transition Constitution''' | ||
40. The society shall be carried on without purpose of gain for its members. No member of the board shall be paid any remuneration for services rendered to the society but may be paid his reasonable expenses. This provision was previously unalterable.</blockquote> | |||
Note that on transition, any previously unalterable provisions cannot be amended. Other provisions you move from your society’s constitution to your bylaws (and other bylaws for that matter), can be amended on transition – with member approval. But any potential amendments to previously unalterable provisions must wait until after the society has filed its transition application. | Note that on transition, any previously unalterable provisions cannot be amended. Other provisions you move from your society’s constitution to your bylaws (and other bylaws for that matter), can be amended on transition – with member approval. But any potential amendments to previously unalterable provisions must wait until after the society has filed its transition application. | ||
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It is a best practice to seek board of directors approval at this stage. | It is a best practice to seek board of directors approval at this stage. | ||
There is one more step, though, that is highly recommended before filing a transition application. '''This is an ideal time to conduct a review of your society’s existing bylaws. | There is one more step, though, that is highly recommended before filing a transition application. '''This is an ideal time to conduct a review of your society’s existing bylaws.''' | ||
''' | |||
When the new ''Societies Act'' came into force on November 28, 2016, any provision in a society’s bylaws that is inconsistent with the new Act ceased to have effect. The matter is governed by the new Act. | When the new ''Societies Act'' came into force on November 28, 2016, any provision in a society’s bylaws that is inconsistent with the new Act ceased to have effect. The matter is governed by the new Act. | ||
