Schedule B Bylaws (Societies Act FAQs)

From Clicklaw Wikibooks

Are the Schedule B Bylaws compliant with the new Societies Act?

The Schedule B Bylaws are mostly compliant with the new Act. If your society has been using the Schedule B Bylaws and they have been working for you, it is likely that, you will not have to change your bylaws. The society may want to do some minor housekeeping and updating however, the new Act does not require the Society to do so. If the Society is using the Schedule B they do not have to adopt the new model bylaws on the transition. If the society decides to change their bylaws they can do so at any time after they transition.

The Schedule B Bylaws can be found at BC Registry Services.

What are the differences between Schedule 1 and Schedule B?

Note: This question is reproduced in New Model Bylaws for convenience.

Schedule 1 of the Societies Act, also known as the Model Bylaws, are default bylaws that can be adopted by a society under the new Societies Act. They are similar to the Schedule B bylaws in the old Society Act with some important changes. A comparison of the two sets of bylaws can be found below.

Note: The Model Bylaws are not required to be used. A society can draft its own bylaws or select from the Model Bylaws that suit it.

Schedule B Bylaws Model Bylaws New Societies Act
Annual membership dues are determined at the annual general meeting Annual membership dues, if any, are determined by the board Not required
A member not in good standing ceases to be a member after 12 months A member not in good standing ceases to be a member after six months Good standing is not defined
Silent A member not in good standing may not vote in a general meeting As above
Rules and procedures for the expulsion of members Silent Set out in act
Rules about when the first general annual meeting must take place Silent Set out in Act
Quorum for a general meeting is three members, or more if determined at a general meeting Quorum for a general meeting is three members or 10% of all members, whichever is greater Quorum is three
Restrictions on who may chair a meeting, with the president or vice-president being the default Any member may be appointed to be the chair. Rules about who becomes the chair if none is appointed are similar to the old restrictions
Silent A notice of a general meeting must state the nature of any special business in sufficient detail to permit a member to form a reasoned judgement concerning that business Set out in Act
If a meeting is adjourned for more than 10 days, notice of the adjourned meeting must be given If a meeting is adjourned for more than ten days, notice of the adjourned meeting must be given If a meeting is adjourned for more than 30 days, notice of the adjourned meeting must be given Set out in act
Voting is by a show of hands Voting must be by a show of hands, an oral vote, or another method that adequately discloses the intention of the voting members. The chair or two voting members may request voting by secret ballot Set out in act
There must be five or more directors or the number of directors may be determined at a general meeting The Society must have no fewer than 3 and no more than 11 directors. Minimum is 3, no maximum
If a director ceases to hold office, directors must appoint a member to take their place Silent Set out in Act
Rules concerning duties of officers are largely the same, but some differences noted to the right If a secretary is absent from a meeting, another individual must be appointed to act as secretary in that meeting.

The treasurer can make arrangements for other people to conduct their duties

Duties set out in Act
Rules restricting a single individual from filling multiple officer rules Any director, other than the President, can hold more than one officer role As set out in Act
Debentures cannot be used without authorization of special resolution Silent No longer required by the Act
Members may, by special resolution, restrict borrowing powers of directors until the next annual general meeting Silent Act no longer sets limits
Silent Contracts signed by the Society must be signed:
  • by the president, together with one other director,
  • if the president is unable to provide a signature, by the vice-president together with one other director,
  • if the president and vice-president are both unable to provide signatures, by any two other directors, or
  • by one or more individuals authorized by the Board to sign the record on behalf of the society
Not required in Act
Rules concerning auditors under the Act Silent Act sets out rules

As you can see, the Schedule B Bylaws are more detailed than the Model Bylaws. Furthermore, the Model Bylaws contain certain things not required by the new Societies Act. Thus, societies planning to use the Model Bylaws should read them carefully first and customize them to fit their society's needs, rather than simply adopting them as their bylaws.

© Copyright 2016, Pacific Legal Education and Outreach Society.

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