BC Societies Act Amendments, Part II

In November 2021, we let you know about changes to the BC Societies Act, including some changes that weren’t effective at the time. Well, that time has arrived!

Background

On October 28, 2021 BC’s Societies Amendment Act, 2021 (Amendment Act) received Royal Assent. Royal Assent means a bill becomes law. But it doesn’t always mean that the whole law is in effect. With the Amendment Act, a number of sections did come into effect; however, many other sections came into effect on May 4, 2023, by way of Order-in-Council. You can see the full listing at the bottom of this post.

What are the changes and what is in effect now?

Here’s an overview of the amendments. It’s not comprehensive, but it highlights the key changes. The amendments are sorted by category and by effective date. The relevant section in the Societies Act and the Amendment Act are listed along with each change. You can also take a look at BC’s FAQ about the changes.

Directors

EFFECTIVE MAY 2023:

• 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)
• Directors can apply (using a newly introduced application) to the registrar to have their name removed when it is included in error (Societies Act s 51.1, Amendment Act s 15)

EFFECTIVE OCT 2021:

• 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)
• Anyone who was found incapable of managing their own affairs but has since been found capable is allowed to be a director (Societies Act s 44(3), Amendment Act s 10)

Director meetings

EFFECTIVE MAY 2023:

• 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) (but note that s 19 came into effect on royal assent)
• If a director is reasonably unaware of a conflict of interest, the director is not required to disclose that conflict (Societies Act s 56(1), Amendment Act s 16)
• Directors’ resolutions can only be passed without a meeting if
  • a copy of the resolution has been sent to all directors (Societies Act s 54, Amendment Act s 16)
  • 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 OCT 2021:

• Must reserve its own name if it’s available to use in B.C. (Societies Act s 171, Amendment Act s 46)
• 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 OCT 2021:

• 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 only name, member class and contact information, including email addresses (Societies Act s 27.1, Amendment Act s 7)

Member meetings

EFFECTIVE MAY 2023:

• 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)

EFFECTIVE OCT 2021:

• Minutes are required only for general meetings and not other gatherings (Societies Act s 20(1), Amendment Act s 4)
• meeting requisition word limit increased from 200 to 500 (Societies Act s 75, Amendment Act s 21)
• Proxy voting is not allowed unless bylaws provide for it (Societies Act s 85, Amendment Act s 25)

Reporting

EFFECTIVE MAY 2023:

• 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)

NOT YET IN FORCE:

• Disclosure remuneration of all employees and contractors over prescribed amount, currently $75,000 (Societies Act s 36(1)(b), Amendment Act s 9) *not yet in force*

Voluntary dissolution & record keeper

EFFECTIVE MAY 2023:

• 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) *with the exception of sections 31-32

What now?

If your organization is a BC Society, you should look at these changes side-by-side with your bylaws (a “society” is an organization that is incorporated, amalgamated, continued or converted under the Societies Act) and ask whether your bylaws align with the amendments or whether you want to change your bylaws in ways that the amendments now permit.

For example, as it relates to directors, consider:

• Do your bylaws have director term limits?
• Does your directors’ register include start and end dates?
• What do your bylaws say about conflicted directors?
• Do your bylaws still allow for proxy votes at directors’ meetings?

Or, as it relates to members, consider:

• Do you collect more and record more member information than is allowed?
• What do your bylaws say about member proposals

Overview of what came into effect and when

For reference, here are the Amendment Act sections that came into force at Royal Assent and by Order-in-Council:

• In force upon Royal Assent (October 28, 2021) – sections 1, 4, 5, 6, 7, 10, 11, 17, 19, 21, 25-27, 46, 49, 54, 57, 60, 63, 66-68, 75, 77, 80, 82, 84, 88-89, 91, 93, 96, 98-99, 101, 103
• In force upon Order-in-Council 274/2023 (May 4, 2023) – sections 2, 3, 8, 12-16, 20, 22-24, 28-30, 33-35, 51, 53, 55, 56, 58, 59, 61, 64, 69, 71-73, 76, 78, 79, 81, 83, 90, 92, 94, 95, 97, 100, 102, 104-107, 110-114
• In force upon future Order-in-Council – sections 9, 18, 31-32, 36-45, 47-48, 50, 52, 62, 70, 74, 85-87
• In force at earlier date (November 28, 2016) – section 65