What is a constitution?
A society’s constitution is one of the two foundational documents that are required in order for a society to incorporate. The constitution sets out:
- the name of the society and
- the purposes of the society.
The purposes of a society will determine what actions the society can undertake, and can include agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social or sporting purposes. Examples would include: a theatre company, a curling club, a daycare and a youth treatment centre.
Under the new Societies Act a society's Constitution can only have the name and purpose. Matters often found in existing Constitutions such as winding up or dissolution, must be dealt with on transition. See topics below.
Can we change the constitution?
Yes. You can change the constitution must be made by special resolution passed by the membership. Under the new Societies Act changes to the constitution will be made by way of a constitution amendment application.
Exception: when transitioning under the new Act, simply moving provisions such as the winding up and dissolution provisions from the constitution to the bylaws will not require a society to hold a vote or even a general meeting. However, any previously unalterable provisions will have to be identified as previously unalterable when they are moved. A society may not state as its purpose the carrying on of a business for profit and gain. Under the new Act constitutions cannot have provisions that deal with the subject matter outside the name and purposes of the society.
What do we do with the winding up and dissolution clause in our constitution?
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?
No. The new Societies Act does not change the society’s relationship to the CRA. Those societies that are registered charities will have to notify the CRA about changes to the society’s constitution and bylaws and provide the CRA with a copy of the amended documents.
Do we need a special resolution when we move the winding up and dissolution provisions from the constitution to our bylaws?
Simply moving provisions, such as the winding up and dissolution provision, from the constitution to the bylaws will not require a society to hold a vote or even a general meeting. However, any previously unalterable provisions will have to be identified as previously unalterable when they are moved. Once the society has transitioned then the society can remove the "previously unalterable" language. However, to do that the society will need to pass a Special Resolution.
Do we have to move the location of our office from our constitution?
Yes. The constitution of a society after transition should only contain the society’s existing name and purposes, word-for-word as they appear in the society’s constitution on file with the Corporate Registry. Everything in the constitution, other than the name and purposes, must be moved to the bylaws.
What do we do with constitutional provisions that limit membership?
Provisions that limit membership, e.g. restricting membership to First Nations or other specific communities or groups, need to be moved from the constitution to the bylaws of the society. Under the new Societies Act the constitution of a society shall only contain the society’s existing name and purposes, word-for-word as they appear in the society’s constitution on file with the Corporate Registry.
What does unalterable mean?
Unalterable means something that cannot be changed. In the BC Societies Act, an unalterable provision is one that cannot be changed.
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