Non-Profit Recordkeeping and Privacy (Societies Act FAQs)
|This information applies to British Columbia, Canada. Last reviewed for legal accuracy by Pacific Legal Education and Outreach Society (PLEO) in May 2021.|
What are the official records that a non-profit society must keep?=
- Certificate of Incorporation
- Statement of Directors and Registered Office
- Orders by any court, tribunal, or federal, provincial or municipal body
- Register of Directors, including contact information
- Written consents to act as director
- Written resignation of directors
- Any disclosures of a director’s or senior manager’s interest
- Register of Members, organized by class, including contact information
- Minutes of each meeting of members, including text of resolutions passed
- Ordinary resolutions, special resolutions, and consent resolutions, including copies of consents
- Financial Statements and Auditors Reports
s. 20(2): Minutes of directors' meetings, including a list of directors present, and the text of each resolution passed
- Directors' consent resolutions, including copies of consents
- Adequate accounting records for each financial year
Where must official records be kept and in what form?
A non-profit must store its official records at its registered office or in another BC location with a notice at the registered office.
Records may be kept in a physical or electronic form so long as there is simple, reliable, and prompt access. For example, a non-profit could create a physical or electronic folder entitled Official Records 2021 and store the official records in that folder. The 2020 records would go into a 2020 Official Records folder and so on.
Access to Records
Who can inspect the non-profit society’s official records?
Records under s. 20(1):
- Any director
- Any member
- Any person, other than a member or director, may, if and to the extent permitted by bylaw, inspect s. 20 records, other than the Register of Members
Records under s. 20(2):
- Any director
- Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
- Any person, other than a member or director, may, if and to the extent, permitted by bylaw, inspect s. 20 records, other than the Register of Members
Are there any restrictions on who can access a non-profit society’s official records?
Per s. 25 of the Societies Act, directors may by resolution restrict a member’s rights to inspect the Register of Members if the inspection might be harmful. Harm might be where your members are vulnerable individuals or there are legitimate privacy/security concerns such as police officers not wanting their addresses public. This will be rare. This provision was considered by the Civil Resolution Tribunal in Sellers v. Kitty Cat P.A.L. Society, 2020 BCCRT 376. In that case, the tribunal member restricted use of the register to the uses listed in s. 25(7) of the Societies Act.
The person requesting to inspect a record can only do so for the purpose of that member requisitioning or calling a general meeting or advancing a members’ proposal
Can a non-profit society charge a fee to inspect an official record?
Non-profits may not charge a fee to members or directors who wish to inspect an official record. However, non-profits may charge a fee to a person who is neither a member nor a director for inspecting records. Per the Societies Regulation, the fee may not exceed $10 per day, regardless of the number of records inspected.
Can a non-profit society charge a fee to copy an official record?
Directors are entitled to receive, without charge, a copy of any official record listed under s. 20 of the Societies Act. Members are entitled to receive, without charge, one copy of the current constitution, bylaws, and most recent financial statements.
The Societies Regulation sets out the fees a non-profit may charge for copies of records. If a person is entitled to inspect a record, the maximum fee a non-profit may charge is $0.50 per page, or $0.10 per page if the copy is provided by email. If a person is not entitled to inspect a record, the maximum fee a non-profit may charge is $10 plus $0.50 per page, or $10 plus $0.10 per page if the copy is provided by email.
Can a non-profit society prevent its members from inspecting the official records?
Yes, to a point. A non-profit can prevent a member from inspecting minutes of directors meetings and accounting records. These limitations must be set out in your bylaws. For example:
Bylaw [X] - Inspection of Official Records
Only official records under s. 20(1) are available for inspection by, and disclosure to, members.
All other records are only accessible at the sole discretion of the directors.
The directors will establish procedures for the inspection and disclosure of all official records.
Can a non-profit society prevent its members from accessing the register of members?
Inspection of the register of members can be restricted by a directors’ resolution if the directors believe that access would be harmful to the non-profit or a member.
Members may only request access to the register of members for a purpose permitted under s. 25(7) of the Societies Act. Those reasons are:
- requisitioning a special meeting;
- drafting a member’s proposal; and
- communicating with the members.
How long do we have to keep our documents and records?
Certain documents must be held for longer than others depending on the statute. The non-profit records that must be kept are listed under s. 20 of the Societies Act. S. 21 of the act states that the s. 20 records do not need to be kept once they are no longer relevant to the activities or internal affairs of the non-profit and 10 years have passed since the document was either created or last altered, whichever is most recent. The CRA requires that financial records be kept for 7 years.
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