Record-Keeping (Societies Act FAQs)

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What are records to be kept? [s. 20]

Group 1

  • Certificate of Incorporation
  • Constitution
  • Bylaws
  • 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 or Special Resolutions or Consent Resolutions including copies of consents
  • Financial Statements and Auditors Reports

Group 2

  • Minutes of Directors Meetings including a list of Directors present and text of each resolution passed including consent resolutions and copies of consents
  • Adequate accounting records for each financial year

For how long? [s. 21]

Until the Record is no longer relevant and 10 years have passed since last altered

Where and in what form? [s. 22 & 23]

  • At the Registered office or in another BC location with a notice at Registered Office
  • In physical or electronic form so long as there is simple, reliable and prompt access

Who can inspect? [s. 24]

Group 1

  • Any director
  • Any member
  • Any person, other than a member or director, may, if and to extent, permitted by bylaw, inspect s. 20 records, other than the register of members

Group 2

  • Any director
  • Any member, unless the bylaws provide otherwise, save for a record of a director’s or senior manager’s interest
  • ny person, other than a member or director, may, if and to extent, permitted by bylaw, inspect s. 20 records, other than the register of members

Any restrictions on access? [s. 25]

  • Directors may by resolution restrict a member’s rights to inspect the register of members if the inspection might be harmful, save for the purpose of that member requisitioning or calling a general meeting or advancing a members’ proposal
  • May charge a fee to a person other than a member or director for inspecting records
  • Copies at a reasonable fee not to exceed that permitted by regulation with some exceptions for directors and members related to bylaws, constitution and recent financial statements

Can we prevent our members from inspecting the official records?

Yes, to a point. A Society can prevent a member from inspecting minutes of directors meetings and accounting records. The limitations must be set out in your bylaws. Section 20(1) of the new Societies Act provides that its official records can be accessed for inspections.

Can we prevent our 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 society or a member.

© Copyright 2016, Pacific Legal Education and Outreach Society.

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