Transition (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.|
- 1 About this Appendix
- 2 Overview of the Societies Act
- 3 Other information regarding the new Societies Act
- 4 FAQs About Transitioning to the New Societies Act
- 4.1 When can we pass the updated bylaws and constitution?
- 4.2 What do we do with the winding up and dissolution clause in our constitution?
- 4.3 Do we need the approval of the CRA to move the winding up and dissolution clause out of the constitution?
- 4.4 Do we need a special resolution when we move the winding up and dissolution provisions from the constitution to our bylaws?
- 4.5 What does unalterable mean?
- 4.6 Are the Schedule B Bylaws compliant with the new Societies Act?
- 4.7 On transition, can we correct the spelling errors that were on the original filed bylaws?
About this Appendix
This appendix only applies to non-profit societies in existence before the the current BC Societies Act came into effect that have not yet transitioned to the new act. Therefore, the following information does not apply to non-profits incorporated after 28 November 2016.
Overview of the Societies Act
- Every non-profit in BC will have two years to electronically file a transition application consisting of their constitution, bylaws, a statement of directors and their registered office, all as they existed before the new Act comes into force.
- It is important that every non-profit ensure that the statement of directors and their registered office is up to date prior to transitioning.
- If a non-profit’s information is incorrect at the time of transition, the non-profit will be required to make a separate filing after their transition is complete.
- It is also important that all annual reports are up to date in the annual reporting filings. Any non-profit whose annual reports are not up to date will not be able to transition.
- This transition application will require non-profits to make changes to their current constitution and bylaws, as well as re-file those documents in electronic format with the Corporate Registry.
- Major change to the constitution is to remove any provisions outside the name and purposes of the non-profit.
- Special provisions will now have to be moved to the bylaws.
- To make these changes, a non-profit will not be required to pass a special resolution at their AGM. Non-profits will be permitted to move these provisions for the transition application.
- When moving unalterable provisions out of the constitution, these provisions must be identified as "previously unalterable." Once a non-profit has transitioned, these unalterables can be changed by following the new Act's bylaw amendment procedures.
- Non-profits should be wary of adopting the new Model Bylaws provided in Schedule 1 of the new Act without considering its implications and possible modifications.
- It is not necessary to adopt the new Model Bylaws.
- There are many differences from the old Schedule B Bylaws that could cause issues for certain non-profits.
- For example, the quorum requirement in the Model Bylaws is 3 members or 10% of the membership, whichever is greater. For non-profits with a large membership base, this could be very problematic. As the new Act only requires 3 members for quorum, we recommend reading the new Model Bylaws carefully before adopting, and making necessary changes.
Other information regarding the new Societies Act
Please visit BC Registry Services for more information regarding the new Societies Act, including:
- a transition guide
- a link to the new Act and its regulations
- links to the new Model Bylaws as well as the old Schedule B Bylaws
- tables comparing the old Society Act to the new Societies Act
- more FAQs
FAQs About Transitioning to the New Societies Act
When can we pass the updated bylaws and constitution?
When you transition, you will remove any unalterable provisions from your constitution and place them in their own section in your bylaws, indicating that they are "previously unalterable." You should not change your purposes upon transitioning. If all you are doing is moving the unalterables to your bylaws the non-profit does not need to take those changes to the membership.
What do we do with the winding up and dissolution clause in our constitution?
Under the new act only the name and purposes can be included in the constitution. Additional clauses including the winding up and dissolution clauses should be added to the bylaws in a separate section under a sub-heading such as "Other Provisions", "Former Constitutional Provisions", etc. If the clause was unalterable then the words “previously unalterable” need to be added. A special resolution is not required to make this change.
Do we need the approval of the CRA to move the winding up and dissolution clause out of the constitution?
No. The new Societies Act does not change the non-profit’s relationship to the CRA. Those non-profits that are registered charities will have to notify the CRA about changes to the non-profit’s constitution and bylaws and provide the CRA with a copy of the amended documents.
Do we need a special resolution when we move the winding up and dissolution provisions from the constitution to our bylaws?
Simply moving provisions, such as the winding up and dissolution provision, from the constitution to the bylaws will not require a non-profit to hold a vote or even a general meeting. However, any previously unalterable provisions will have to be identified as previously unalterable when they are moved. Once the non-profit has transitioned then the non-profit can remove the "previously unalterable" language. However, to do that the non-profit will need to pass a special resolution.
What does unalterable mean?
Unalterable means something that cannot be changed. In the new Societies Act, unalterable bylaw provisions are no longer permitted.
Are the Schedule B Bylaws compliant with the new Societies Act?
The Schedule B Bylaws are mostly compliant with the new act. If your non-profit 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 non-profit may want to do some minor housekeeping and updating; however, the new act does not require the non-profit to do so. If the non-profit is using the Schedule B it does not have to adopt the new model bylaws on the transition. If the non-profit decides to change its bylaws it can do so at any time after they transition.
On transition, can we correct the spelling errors that were on the original filed bylaws?
Yes, you may correct spelling errors when you transition.
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