Introduction to Transitioning an Existing Society

If you work at a non-profit society in British Columbia or sit on a board of directors, the new Societies Act affects your world as of November 28, 2016. Here are 10 changes in the new Act that you should know about:

1. There is greater access to a society’s records

Under the new Societies Act, members have greater access to a society’s records. The Act spells out the records a society must keep, including a register of members, minutes of members’ and directors’ meetings, accounting records, and financial statements.

By default under the Act, members are entitled to inspect all records of the society (as are directors). For some records, member access can be restricted. For example, a society’s bylaws can restrict members’ access to accounting records.

The public is entitled to receive a copy of a society’s financial statements and auditor’s report if requested. A society can choose to grant access to the public to more of its records. The only record that is excluded from public accessibility is the society’s register of members.

Records a society must keep include these records (this list is not exhaustive)	Director access	Member access	Public access
Register of members	Yes	Yes, though directors may restrict	No
Minutes of members’ meetings and copies of all ordinary and special resolutions	Yes	Yes	Bylaws may permit
Minutes of directors’ meetings and copies of all consent resolutions of directors	Yes	Yes, though bylaws may restrict (except relating to conflicts disclosures)	Bylaws may permit
Any disclosures by directors or senior managers of a conflict of interest	Yes	Yes	Bylaws may permit
Accounting records, including a record of each transaction materially affecting the society’s financial position	Yes	Yes, though bylaws may restrict	Bylaws may permit
Financial statements and any auditor’s report on the financial statements	Yes	Yes	Yes

2. Remuneration paid to directors and certain employees and contractors must be disclosed

Under the new Act, a society must disclose any remuneration paid to a director. Remuneration is money or other compensation paid for work or services performed. Amounts paid to a director for being a director and for acting in any other capacity must be disclosed separately. The disclosure must be made in a note to the annual financial statements, which are available to society members and to the public.

(In a change that takes effect in 2018, a society must not remunerate a director for being a director unless the bylaws expressly permit; see below.)

As well, societies must disclose the remuneration of any employees or contractors making over $75,000. If a society has more than 10 employees or contractors making over that amount, they must disclose the top 10.

To counterbalance privacy concerns, the names of the directors, employees and contractors need not be included in the financial statements. The disclosure can be done by position or contract; individual names don’t have to be disclosed. As well, a society can pool the information by disclosing the total number of employees and contractors making over $75,000 and the total amount of remuneration paid to them.

Under the old Divorce Act, the schedule of a parent's time with their children under an order or agreement, replaced with "parenting time" and "contact" in the new Divorce Act. Access usually referred to the schedule of the parent with the least amount of time with the child. See "contact," "custody" and "parenting time."

In law, failing to do something which is either optional or mandatory, such as failing to respond to an application or to a claim within the time limits set out in the rules of court. See "default judgment."

(1) Agreement, or (2) the giving of permission for a thing to happen or not happen.

A step in a court proceeding in which each party advises the other of the documents in their possession which relate to the issues in the court proceeding and produces copies of any documents the other side requests before trial. This process is regulated by the rules of court, which put each party under an ongoing obligation to continue to advise the other of new documents coming into their possession or control. The purpose of this step is to encourage the settlement of court proceedings and to prevent a party from springing new evidence on the other party at trial.

An agreement between two or more people, giving them obligations towards each other that can be enforced in court. A valid contract must be offered by one person and accepted by the other, and some form of payment or other thing of value must generally be exchanged between the parties to the contract.