Transition (Societies Act FAQs)
When can we pass the updated bylaws and constitution?
When you transition, you will remove any unalterable provisions from your constitution and place them in their own section in your bylaws, indicating that they are "previously unalterable." You should not change your purposes upon transitioning. If all you are doing is moving the unalterables to your bylaws the Society does not need to take those changes to the membership.
If, however you are changing your bylaws you could submit those to the membership before you transition. However, the Special Resolution must state that the bylaw changes do not come into effect until proclamation of the new Societies Act, November 28, 2016. Once passed, this special resolution is NOT filed. After proclamation, when the Society is ready to transition you can do so with updated bylaws. The system will ask for the date of the special resolution which you will then enter into the system.
How do we consolidate bylaws?
Often, societies have special resolutions in addition to their bylaws. A common example is a special resolution to allow for electronic means of sending notice to members. Below is an example for consolidating bylaws:
Before Consolidation
Part 11 — Notices to Members
58: A notice may be given to a member, either personally or by mail to the member at the member's registered address.
59: A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
60(1): Notice of a general meeting must be given to
- (a) every member shown on the register of members on the day notice is given, and
- (b) the auditor, if Part 10 applies.
(2): No other person is entitled to receive a notice of a general meeting.
Special Resolution (Form 10) to add the words "or by electronic mail" to section 58.
After Consolidation
Part 11 — Notices to Members
58: A notice may be given to a member, either personally by mail, or by electronic mail, to the member at the member's registered address.
59: A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
60(1): Notice of a general meeting must be given to
- (a) every member shown on the register of members on the day notice is given, and
- (b) the auditor, if Part 10 applies.
(2): No other person is entitled to receive a notice of a general meeting.
Do we have to do anything before November 28, 2016?
Technically, no. You have two years after November 28, 2016 to file your transition application. However, there are things you can do in order to prepare for transition. The Registry Services lists some of these things on its timeline. However, you do not need to do all of the things listed. For example, if your society will not become member-funded, there is no need to pass a special resolution to adopt a member-funded society status when filing your transition application.
What changes take effect automatically on November 28, 2016 and what changes take effect only after transitioning to the new Act?
When you transition has no effect on when the provisions in the new Societies Act take effect. The changes in the new Act take effect when the new Act takes effect, on November 28, 2016. These changes happen all at once for all societies across BC - the changes are not implemented on a society-by-society basis as each society transitions.Here are some of the changes that will take effect when the new Act comes into effect on November 28, 2016:
- the default for passing of a special resolution (not a majority vote) will change from 75% to 2/3rds.
- However, keep in mind that if your bylaws currently require a 75% threshold to pass a special resolution, this will still be the standard for your society despite the lowered threshold in the new Act.
- The requirement for new financial statement disclosure
- Your financial disclosures will have to be included on your financial statements as soon as the new Act is in force, even before you transition.
On transition, can we correct the spelling errors that were on the original filed bylaws?
Yes, you may correct spelling errors when you transition.
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