The new Societies Act
On 28 November 2016, BC's new Societies Act took effect. All pre-existing societies must transition to the new Act within two years of this date. These FAQs have been compiled to help non-profit societies transition to and comply with the new Act. The FAQ's are part of the Societies Act Transition project of Law For Non Profits. We thank the law students of the University of Victoria Faculty of Law Business Law Clinic for their help with this project.
These FAQs have been grouped into categories roughly corresponding to sections in the Schedule B Bylaws. There are also categories for common areas of concern, such as member-funded societies and record-keeping. Use the table of contents or the navigation boxes at the right and bottom of the screen to browse through the FAQs and look for the answer to your question. If you can't find it in the first category you click on, try some related ones to see if you can find it there.
Overview of the new Societies Act
- Every society in BC will have two years to electronically file a transition application consisting of their constitution, bylaws, a statement of directors and their registered office, all as they existed before the new Act comes into force.
- It is important that every Society ensure that the statement of directors and their registered office is up to date prior to transitioning.
- If a society's information is incorrect at the time of transition, the society will be required to make a separate filing after their transition is complete
- It is also important that all annual reports are up to date in the annual reporting filings. Any society whose annual reports are not up to date will not be able to transition.
- This transition application will require societies to make changes to their current constitution and bylaws, as well as re-file those documents in electronic format with the Corporate Registry.
- Major change to the bylaws is to remove any provisions outside the name and purposes of the society
- Special provisions will now have to be moved to the bylaws
- To make these changes, a society will not be required to pass a special resolution at their AGM. Societies will be permitted to move these provisions for the transition application
- When moving unalterable provisions out of the constitution, these provisions must be identified as "previously unalterable." Once a society has transitioned, these unalterables can be changed by following the new Act's bylaw amendment procedures.
- Societies should be wary of adopting the new Model Bylaws provided in Schedule 1 of the new Act.
- It is not necessary to adopt the new Model Bylaws
- There are many differences from the old Schedule B Bylaws that could cause issues for certain societies.
- For example, the quorum requirement in the Model Bylaws is 3 members or 10% of the membership, whichever is greater. For societies with a large membership base, this could be very problematic. As the new Act only requires 3 members for quorum, we recommend reading the new Model Bylaws carefully before adopting, and making necessary changes.
Other information regarding the new Societies Act
Please visit BC Registry Services for more information regarding the new Societies Act, including:
- a transition guide,
- a link to the new Act and its regulations,
- links to the new Model Bylaws as well as the old Schedule B Bylaws,
- tables comparing the old Society Act to the new Societies Act, and
- more FAQs.
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