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:
||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.
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