The New “Societies Act” and Transition Process

Most of us are involved in some type of society, whether it is a child’s sports club, recreation association, or charity. If you’re at all involved with governance of a society you may have heard of “transition” to the new Societies Act. On November 28, 2016 the Societies Act replaced the existing Society Act, the primary legislation governing not-for-profit groups in British Columbia. One goal of the new Act is to bring societies online, thus making registration and filing of society documents more efficient.

What’s a “Transition Application” and how do I file it?

As part of the new Act, all existing societies (those created prior to November 28, 2016) must file a “Transition Application” with the B.C. Registry on or before November 28, 2018. The Transition Application is a simple online process that helps ensure that the information the B.C. Registry has on file is current and accurate. To do this, the B.C. Registry has created the “Societies Online” portal as a one-stop shop for all filings related to your society. Once you have registered for a BCeID username and password it’s easy to log on and manage all of your society’s filings.

The Transition Application has three steps:

1.      Upload a copy of your society’s constitution

This can be a word document or PDF. It is a requirement of the new Act that the constitution only contain the name and purpose of the society. If you have other provisions in your constitution these must be moved to the bylaws and marked as “previously unalterable”.

2.      Upload a copy of your society’s bylaws

Again, this can be a word document or PDF. When uploading the bylaws societies have a choice to make: continue with their current bylaws, or amend their bylaws at the time of transition.

The first option requires a society to upload their current bylaws, without making any amendments or changes, with the exception of any mandatory changes for items moved from the constitution to the bylaws. The advantage of this is that the transition process can be completed immediately. The disadvantage of this is that if there is a conflict between your current bylaws and the new Act, the Act will take precedence. This could lead to unpredictable outcomes if a conflict arises.

The second option is to amend your bylaws on transition. The advantage of this is that there is no fee for amending at the time of transition (normally $50.00), and you can be sure that your new bylaws do not conflict with the new Act. The disadvantage of this is that it requires a special resolution to approve the changes. A special resolution requires a vote of the membership and thus many societies can only do this at their AGM when a majority of the members are present. If you choose to amend at the time of transition, upload a copy of the newly approved bylaws and indicate the date the special resolution approving the change was passed by your members.

3.      Confirm your Registered Office Address and Directors

This includes the delivery and mailing address for your society and addresses for your directors.

Once you’ve completed all three steps you can submit your application. The registry will send you certified copies of your constitution, bylaws, and transition application. These are important documents and should be kept with the other records of your society.

The Transition Application sounds simple. Why may I want a lawyer to help me with transition?

The Transition Application itself is simple, however prior to filing the Transition Application a lawyer would be able to review your bylaws and advise you on any conflicts with the new Act, internal conflicts you may not be aware of, and any other problems with your bylaws. After reviewing the bylaws, a lawyer can draft a new set to present to your membership at your next meeting, as well as a special resolution explaining the changes and why they were made.

Another reason you may want to consult a lawyer is if your society is considering becoming a “Member-Funded Society”. These societies are a new creation under the Societies Act. If a society is registered as “member-funded” there are less reporting requirements, less ability for the public to access your documents, and greater freedom to distribute society assets to members on dissolution. There are strict rules about receiving donations or public funding for Member-Funded Societies, so it is best to consult a lawyer if this is something you are considering.

Similarly, if you are an extra-provincial society, occupational title society or otherwise designated special society, there may be separate requirements or changes to the Act that may affect you.

If you have questions about transition, would like assistance reviewing your society’s bylaws, or simply want someone else to handle the transition process we’re happy to assist you. Feel free to contact Stephanie at Heather Sadler Jenkins LLP at 250-565-8000 or by email at sleong@hsjlawyers.com

 

~Stephanie Leong