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Difference between revisions of "Member-Funded Societies (Societies Act FAQs)"
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Member-Funded Societies (Societies Act FAQs) (view source)
Revision as of 20:51, 28 December 2016
, 20:51, 28 December 2016→Member-Funded Society – A Challenging Choice (by Paul Wood)
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As Chair of the Governance Committee of a society serving a reasonably sophisticated community, working our way through the new Societies Act, the Constitution and Bylaw review necessary for all societies in BC at this time, and the key considerations, thoughts turned to Part 12, Division 1, which provides for Member-Funded Societies. | As Chair of the Governance Committee of a society serving a reasonably sophisticated community, working our way through the new Societies Act, the Constitution and Bylaw review necessary for all societies in BC at this time, and the key considerations, thoughts turned to Part 12, Division 1, which provides for Member-Funded Societies. | ||
Preparing for B.C.’s New Societies Act: A Guide to the Transition Process, tells us: | Preparing for B.C.’s New Societies Act: A Guide to the Transition Process, tells us: | ||
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**Are there circumstances where public access should take place? | **Are there circumstances where public access should take place? | ||
**How will access be policed? | **How will access be policed? | ||
s. 36 Disclosure of remuneration on Financial Statements: no need to disclose director remuneration or salaries paid to senior staff in notes to financial statements Is it appropriate, even in a member-funded society, to not be open and transparent about director remuneration and senior staff salary? Shouldn’t the members be entitled to this information? | *s. 36 Disclosure of remuneration on Financial Statements: no need to disclose director remuneration or salaries paid to senior staff in notes to financial statements | ||
**Is it appropriate, even in a member-funded society, to not be open and transparent about director remuneration and senior staff salary? | |||
s. 40 Number of Directors: only one director required, none need be ordinarily resident in BC Clearly this applies to a very small and peculiar set of societies. | **Shouldn’t the members be entitled to this information? | ||
s. 41 Employment of Directors: no restriction on number of Board members employed by or under contract What are the circumstances or nature of a society where it would be appropriate to have a majority of the board to be employed by, or in a contractual relationship with, the society? Is this in a society’s best interest? | *s. 40 Number of Directors: only one director required, none need be ordinarily resident in BC | ||
s. 124(2) Distribution of assets on winding up: the constraints of this section do not apply and distribution can be made to any person specified in the bylaws or by ordinary resolution Is it in a society’s best interest that the distribution of its assets on winding up would be subject to an ordinary resolution? Or even a bylaw, subject to change? | **Clearly this applies to a very small and peculiar set of societies. | ||
s. 154(2) Property held in joint tenancy: the constraints of this section do not apply and property simply devolves to other joint tenants Is it the case now, or is it likely to be the case, that the society holds, or would hold, property in joint tenancy with an entity other than another society (not member-funded) or charity or community service cooperative as defined by the act? | *s. 41 Employment of Directors: no restriction on number of Board members employed by or under contract | ||
s. 198 Conversion: can be converted to a company under the Business Corporations Act Is this likely to ever be the case? | **What are the circumstances or nature of a society where it would be appropriate to have a majority of the board to be employed by, or in a contractual relationship with, the society? Is this in a society’s best interest? | ||
*s. 124(2) Distribution of assets on winding up: the constraints of this section do not apply and distribution can be made to any person specified in the bylaws or by ordinary resolution | |||
**Is it in a society’s best interest that the distribution of its assets on winding up would be subject to an ordinary resolution? Or even a bylaw, subject to change? | |||
*s. 154(2) Property held in joint tenancy: the constraints of this section do not apply and property simply devolves to other joint tenants | |||
**Is it the case now, or is it likely to be the case, that the society holds, or would hold, property in joint tenancy with an entity other than another society (not member-funded) or charity or community service cooperative as defined by the act? | |||
*s. 198 Conversion: can be converted to a company under the Business Corporations Act | |||
**Is this likely to ever be the case? | |||
In the end, in our circumstances, the decision was one of balancing the “real” benefits of member-funded status against the need for proper due diligence in ensuring our society met the detailed tests set up in the new Act, and the constraints that it would impose on the society in terms of receiving public donations or government funding in the future. | In the end, in our circumstances, the decision was one of balancing the “real” benefits of member-funded status against the need for proper due diligence in ensuring our society met the detailed tests set up in the new Act, and the constraints that it would impose on the society in terms of receiving public donations or government funding in the future. | ||
====Cautions==== | |||
Becoming a member-funded society is a significant choice that needs to be authorized by a special resolution of the members … If you have any doubt about whether your society can or should become a member-funded society, you should seek legal advice before transitioning. | Becoming a member-funded society is a significant choice that needs to be authorized by a special resolution of the members … If you have any doubt about whether your society can or should become a member-funded society, you should seek legal advice before transitioning. | ||
Member-funded designation is a choice that must be made on transition, otherwise a court order is needed. It is one of the most challenging areas of the new Societies Act. | Member-funded designation is a choice that must be made on transition, otherwise a court order is needed. It is one of the most challenging areas of the new Societies Act. | ||
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