BC Societies Act Amendments, Part I

There are changes ahead for British Columbia (B.C.) societies with recent Societies Act amendments.

On October 28, 2021 B.C.’s Societies Amendment Act, 2021 (Amendment Act) received Royal Assent. That means the bill became law.  But in this case, even though the Bill has become law, only some sections are already in effect; others will come into effect at later dates. 

What are the changes and what is in effect now? The B.C. government has put together a helpful reference chart about the changes. It lists the changes by topic, summarizes what the change is, and shows whether the change is effective now (on royal assent) or to be decided. 

Here’s an overview of the amendments. It’s not comprehensive, but highlights some of the key changes. The ones that are in effect now are noted as “EFFECTIVE NOW.” It lists the relevant section in the Societies Act and the Amendment Act.

Directors

• EFFECTIVE NOW: Conflict of interest disclosure is required if a director or senior manager knows or reasonably ought to know about the conflict (Societies Act s 56, Amendment Act s 17)
• Unless bylaws provide otherwise, directors without a set term of office will cease being directors at the end of the first AGM after becoming a director (Societies Act s 11(1), Amendment Act s 2)
• Director register must include the start and end date for directors (Societies Act s 20, Amendment Act s 3)

Director meetings

• Conflicted directors or senior managers can stay in meetings to provide information if asked by a single other director, unless bylaws provide a different number (Societies Act ss 56, 62, Amendment Act ss 18-20)
• Directors’ resolutions can only be passed if a copy of the resolution has been sent to all directors (Societies Act s 54, Amendment Act s 16)
• Directors’ resolutions can only be passed if all directors consent, unless the bylaws allow a lesser number (Societies Act s 54, Amendment Act s 16)
• No proxy or alternative directors can vote at directors’ meetings (Societies Act s 54, Amendment Act s 16)

Extraprovincial non-share corporations

• EFFECTIVE NOW: Must reserve its own name if its available to use in BC (Societies Act s 171, Amendment Act s 46)
• EFFECTIVE NOW: Does not have to file an annual report in the year it first registers (Societies Act s 177, Amendment Act s 49)

Member register

• EFFECTIVE NOW: Members are limited as to what they use a copy of the register of members for – it must be for matters related to the activities or internal affairs of the society (Societies Act s 27.1, Amendment Act s 7)
• Information in the register of members is limited to name, member class and contact information, including email addresses (Societies Act s 20, Amendment Act s 3)

Member meetings

• EFFECTIVE NOW: Minutes are required only for general meetings and not other gatherings (Societies Act s 20(1), Amendment Act s 4)
• EFFECTIVE NOW: Meeting requisition word limit increased from 200 to 500 (Societies Act s 75, Amendment Act s 21)
• EFFECTIVE NOW: proxy voting is not allowed unless bylaws provide for it (Societies Act s 85, Amendment Act s 25)
• Notice must be in writing and include date, time, location and any special resolutions (Societies Act ss 77-78, Amendment Act ss 22-23)
• If bylaws allow and there are 100 members a notice of general meeting can be sent by email (Societies Act s 77, Amendment Act, s 22)
• Member proposals have new requirements – word limit of 500, submitting member must be present at the meeting, must include any special resolutions to be considered, doesn’t have to be considered if substantially the same as one considered at a recent general meeting (Societies Act s 81, Amendment Act s 24)

Reporting

• Societies must file a notice of correction if they’re aware of an error in the statement of directors and registered office (Societies Act s 51, Amendment Act s 14)
• Disclosure remuneration of all employees and contractors over prescribed amount, currently $75,000 (Societies Act s 36(1)(b), Amendment Act s 9)

Voluntary dissolution & record keeper

• Voluntarily dissolved societies must pass and file an ordinary resolution appointing a record keeper who has specific rights, responsibilities and powers (Societies Act, new sections, Amendment Act ss 28-35)