New BC Societies Act
On November 28, 2016, the new BC Societies Act comes into force. Beginning as of that date, each of the approximately 27,000 societies in British Columbia will need to transition to the new electronic filing system.
“Transition” in its most basic sense only involves loading the society’s constitution and bylaws (in electronic form) into the system and entering particulars of the directors and registered office. In a wider sense, it means recognizing that there are a number of new provisions in the Act and responding to them, either by amending the bylaws or changing the way you do business.
Each society will have two years from November 28, 2016 to do the electronic transition. There are a few things to note about the electronic transition:
- the constitution, as entered into the system, must only contain the name and purposes of the society. There is also the ability to identify the society as “member funded”, as discussed below.
- all other provisions of the constitution must be moved into the bylaws
- unalterable provisions will no longer be permitted. Any unalterable provisions of the constitution must be moved into the bylaws together with the statement “This provision was previously unalterable”.
- the society should consolidate all of its bylaws and amendments into an electronic document, which can then be loaded into the system
A society may designate itself as “member funded” at the time of transition. Very briefly, a member funded society is one that does not rely on public or government funding for any material portion of its financial support. The two principal advantages to being member funded are:
- there are limits on the ability of the public to see financial and other information concerning the society
- upon dissolution of the society, its assets may (after paying all debts) be distributed to its members
There are specific rules governing the level of public and government funding a society may receive and still qualify as a member funded society and certain government funding sources, such as BC Housing, have indicated they will not support member funded societies. You may wish to seek advice about whether you are, or want to be, a member funded society.
The advantage to becoming a member funded society at the time of transition is that it only involves approval from your membership. Afterwards, becoming a member funded society will require court approval.
There are a number of other provisions of the new Act that should addressed. This short article won’t try to list them all but, as an example, a new concept is that of Senior Manager. Each Senior Manager will be subject to certain liabilities similar to those of directors and societies, and their senior operations people, should be aware of these liabilities and take steps to address them.