Further to last week’s post, the following sets out the immediate impact of the Societies Act (the “Act”) on existing BC societies and what is require to transition to the Act.
The Act, with a few noted exceptions therein, will apply to all BC societies on the day it comes into force, being November 28, 2016, and each society will be required to immediately comply and govern itself in accordance with the Act. Further, any provisions in a society’s bylaws that are inconsistent with the Act will no longer have any effect as of November 28, 2016. This will be true regardless of whether a society has transitioned to the Act or not. All BC societies however, will need to transition to the Act within two years of the Act coming into force.
In order to transition to the new Act, at a minimum, a society must:
- ensure that the society is up to date on its annual report filings and filed director and registered office information;
- prepare a version of its constitution that contains only the societies’ existing name and purposes;
- complete a statement of directors and registered office in a form to be provided by the Corporate Registry; and
- prepare a consolidated set of the society’s bylaws with any provisions previously in the society’s constitution (other than its name and purposes) moved to the bylaws.
The documents listed as (2) through (4) above will form the society’s transition application, which will be electronically filed with the Corporate Registry. Approval from a society’s members is not required to transition using the society’s existing bylaws. If a society, however, wishes to update its current bylaws to ensure that they comply with the Act and take advantage of the new governance provisions, or if a society wishes to declare itself a member funded society, it may do so during the transition process. In order to update, replace or otherwise revise a society’s bylaws or to declare a society a member-funded society during the transition process a special resolution of the members is required. This special resolution will be at the lower threshold of 66%, unless the society’s current bylaws provide for a higher threshold.
For those BC societies requiring further information and assistance with the transition process please stay tuned for our Societies Act webpage and comprehensive transition package.