All Groups

• The act is now in Force
• You will have 2 years, to November 28, 2018 to fill out the transition application containing your constitution and by-laws in the required format
• You can change your bylaws in transition, you cannot change the constitution
• Proxy voting may be used at members’ meetings if permitted by the bylaws
  • Written consent resolutions instead of physical general meetings
• Members can bring forward a topic to put on the AGM agenda if they hold five percent or more of the voting membership
• Clarifying that multiple classes of membership can be created, as long as there is one voting class of members. The existing prohibition on the number of non-voting members outnumbering the voting members will be removed
• Reducing the threshold to pass a special resolution from 75 percent to two thirds, unless the bylaws provide for a higher threshold
• Allowing general meetings to be held outside BC if a location in BC is not provided for in the bylaws and the location is agreed upon by each voting members before the meeting takes place
• Requiring that directors confirm their appointment by written consent if they are not in attendance at the meeting in which they were appointed director
• Allowing the appointment of senior managers to exercise the authority of directors to manage the activities of the society
• Clarifying in detail a society’s record keeping obligations and who has access to such records

New Disclosure Requirements

• Requiring a minimum of three directors, a majority of whom are not employees or contractors of the society, and one of which must be a resident of British Columbia (as opposed to a minimum of one director with no residency or employment-related requirements for member-funded societies)
• Requiring that the compensation of its directors and highest remunerated employees be publicly disclosed if over the $75K threshold set out in the regulations
• Requiring disclosure of its financial statements to members of the public who request it
• Upon dissolution and liquidation, limiting distribution of assets to certain “qualified recipients” such as other non-member-funded societies, community service cooperatives, or charitable entities.

Other Applicable Changes

• Reducing the threshold number of persons required to form and incorporate a society from five to one but need 3 directors
• Permitting societies to incorporate and complete certain corporate filings electronically with the registrar
• Providing that directors must be a minimum of 18 years of age, subject to certain exceptions in the regulations which allow for directors that are 16 or 17 years of age
• Permitting societies to alter previously unalterable provisions in a society’s bylaws by way of special resolution unless the Society is named in the regulation (ie BC Housing)
• Requiring non-share corporations formed in foreign jurisdictions to register in British Columbia if they carry on activities in the province
• Allowing non-share corporations formed in foreign jurisdictions to apply for continuance into British Columbia
• Allowing members to apply to the court alleging that a society’s conduct is oppressive or unfairly prejudicial towards its members
• Allowing a society member, director or an appropriate person as determined by the court to prosecute or defend a legal proceeding on behalf of a society
• Allowing a society member, director or an appropriate person as determined by the court to make an application to the court to correct any contravention of the Act or regulations or defects in the conduct of a society’s activities or internal affairs
• Allowing restoration of a society without court approval
• No longer requiring member approval for the borrowing of money and issuance of debt obligations by a society, unless restricted by the bylaws
• Providing for the liability of directors to the society for money or other property distributed contrary to the bylaws or the Act
• Requiring a society to indemnify current and previous directors or senior managers for expenses incurred in a legal proceedings where the director or senior manager was found not to have committed any fault or omission
• Clarifying that certain provisions of the Act pertaining to obligations and liabilities of directors apply to a person who is not a director of a society but is performing the functions of a director
• Providing that a director’s disclosure of a material interest in a contract or transaction contemplated by the society must be evidenced in the records of the society, that the disclosing director must abstain from voting on the matter at issue and leave any meeting where the matter is being discussed