Meetings of Non-Profit Directors (Societies Act FAQs)

Societies Act FAQs
This page is from the Societies Act FAQs. See the full contents.
Contents
Part 1: Incorporate a Non-Profit
Societies, Charities, and Federal NFPCs Set up a Societies Online Account Choose a Name Draft a Constitution Draft Bylaws Select Applying Directors Member-Funded Societies
Part 2: Manage a Non-Profit
Member Rights and Participation Meetings of Members (AGM, SGM) Directors Meetings of Directors Senior Managers and Officers Recordkeeping & Privacy Finances & Borrowing Audits & Auditor Seal
Part 3: Dissolve a Non-Profit
Dissolution Process
Appendices
Transition
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v • d • e

This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Pacific Legal Education and Outreach Society (PLEO) in May 2021.

What is a consent resolution?

A consent resolution of directors is a directors’ resolution that is passed without having a meeting of directors. The default requirement from the Societies Act is for all the directors to agree. However, this can be reduced to a lesser number through the bylaws. The consent must be given in writing or as provided for by the bylaws.

Do the directors of a non-profit have the ability to make and pass motions that would ultimately change the purpose of the non-profit once they are acted upon? Or, would these types of motions need to go to an AGM or special general meeting for all of the non-profit members to vote on?

Per s. 15 of the Societies Act, to change the purposes of a non-profit the members of the non-profit would need to pass a special resolution at a general meeting of the members whether that is an AGM or special general meeting.

One of the duties of a director is that they must exercise their powers and duties in accordance with the purposes of the non-profit (s. 53(3) of the Societies Act).

v • d • e Societies Act FAQs

Societies, Charities, and Federal NFPCs	What is a society? · What is a charity? · What is a Federal Not-For-Profit Corporation? · Federal NFPCs vs BC Societies

Set up a Societies Online Account	What is BCeID? · What is Societies Online? · How to set up a BCeID Account · How to incorporate a new non-profit · How to access an existing non-profit · How to get a registry key

Choose a Name	How to submit a name request · Society or Association in Name · Using BC in Name

Draft a Constitution	What is a constitution? · Can anything else be in the constitution? · Can the constitution be changed? · What purposes are allowed?

Draft Bylaws	What are bylaws? · What goes in the bylaws? · Using Model Bylaws · Can we write our own bylaws?

Select Applying Directors	Can I apply for incorporation on my own? · Does the registered office need to be staffed?

Member-Funded Societies	What is a member-funded society? · Who can become a member-funded society? · Should we become a member-funded society?

Member Rights and Participation	What are members' rights? · Can anyone become a member?

Meetings of Members (AGM, SGM)	Statutory Requirements · Notice · Quorum · Meeting Rules · Electronice Participation · Member Proposals · Voting & Resolutions · Amending the Bylaws & Constitution · Elections

Directors	Director Eligibility · Director Duties · Director Liability · Paying Directors · Conflicts of Interest · Employing Directors · Lawyers on Boards · Meetings & Consent Resolutions

Senior Managers and Officers	What are senior managers? · Directors vs Officers · Do we need a secretary or treasurer?

Recordkeeping & Privacy	Official Records · Access to Records · Do we need a privacy policy?

Finances & Borrowing	Can we run a business? · What are debentures? · Financial Statements · Accounting Records

Audits & Auditor	Do we need an auditor? · How to appoint an auditor · Who can be an auditor? · What is a review engagement?

Seal	Do we need a seal?

Dissolution Process	How to dissolve a non-profit · What is a qualified recipient?

Appendices	Transition Guide

Meetings of Non-Profit Directors (Societies Act FAQs)

What is a consent resolution?

Do the directors of a non-profit have the ability to make and pass motions that would ultimately change the purpose of the non-profit once they are acted upon? Or, would these types of motions need to go to an AGM or special general meeting for all of the non-profit members to vote on?

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