Societies Act amendments receive royal assent
November 5, 2021
BY Kevin Zakreski
On 28 October 2021, Bill 19, the Societies Amendment Act, 2021, received royal assent. “The purpose of the proposed amendments,” notes a ministry of finance news release, “is to address various issues that have come to light since the act came into force”:
The new act provides societies with a responsive legislative framework, giving them greater adaptability in their internal governance, while ensuring transparency and accountability. . . . These proposed amendments will refine the Societies Act by making it more accessible, addressing uncertainties and omissions, and creating consistency within the act and with other legislation.
The ministry has also published a detailed table (PDF), which summarizes the changes made by the amending act. Among the act’s highlights are provisions addressing the following topics:
- bylaws: new rules around directors holding office; allowance for conflicted directors or senior managers to stay in a meeting;
- register of directors: dates on which directors start and cease to be directors must now be shown;
- register of members: limits information to be shown to only the following: (a) name of member; (b) contact information of member; and (c) class of membership (if applicable);
- access to records: new limitations on what an individual may use a copy of the register of members for (applicable if society restricts a member’s right to inspect the register of members)
- disclosure of remuneration: societies must disclose the remuneration of all employees and contractors over the amount prescribed by regulation (currently $75 000);
- directors: directors without a set term of office cease to hold office at the close of the first annual general meeting after becoming a director (unless the bylaws provide otherwise); new rule allowing a person formerly incapable of managing their own affairs who has subsequently been found capable to become a director;
- meetings: various refinements on meeting minutes, resolutions, disclosure of conflicts of interest, and proxies;
- meeting documents and notices: clarifications to the form and content of meeting notices; a higher word limit for meeting requisitions;
- member proposals: increases the word limit for member proposals; requires inclusion of the text of a special resolution, if one is to be considered as a result of the proposal; requires the member making the proposal to be present at the meeting.
The bulk of the act’s amendments will be brought into force at a later date by regulation; a handful them did come into force on royal assent.