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.

The post Societies Act amendments receive royal assent first appeared on British Columbia Law Institute.

The order applies to “corporate meetings,” which is defined as “a meeting authorized or otherwise provided for under a corporate enactment [i.e., the Business Corporations Act, the Cooperative Association Act, the Societies Act, or ‘any regulation, including, without limitation, any article, memorandum, bylaw or rule, made under’ one of these acts].” This is a broad definition, one which would encompass, for example, annual general meetings and special general meetings.

The order provides that “a person who is entitled to participate in, including vote at, a corporate meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other and, if applicable, vote at the meeting.” In a news release issued by the ministry of finance to accompany the order, the ministry provided some more detail on holding meetings under the order:

In addition to electronic meetings, all corporations will be able to hold hybrid meetings, giving people the option to participate in person or electronically.

Each company, society and co-operative should consider which meeting method best suits its needs, such as Zoom, Skype or telephone conference calls, as long as each participant is able to communicate and vote, if needed.

If an online meeting platform is chosen, organizers should consider providing a telephone option for people without access to a computer.

If the meeting is one (such as an annual general meeting) that requires the giving of notice, then the order provides that “notice of the meeting [must provide] instructions for attending at or participating in the meeting by the communications medium, including, if applicable, instructions for how to vote at the meeting.”

If a corporate meeting is held under the order, then:

• the meeting is not required to have a physical location,
• any notice of the meeting is not required to specify a location for the meeting, and
• the meeting is deemed to be held in British Columbia.

This ministerial order has a companion in an order issued late last week enabling electronic meetings for strata corporations.

The post Ministerial order temporarily enables electronic meetings for all British Columbia companies, cooperatives, and societies first appeared on British Columbia Law Institute.

The announcement describes the purpose of the new regulations as follows:

New regulations ensure that student society fees can continue to be collected from all students at public post-secondary institutions, including those who resign their membership in a student society.

The regulations are in response to the explicit authority to resign membership in a society under the new Societies Act.

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Examples of fees defined under the regulations include: extended health and dental plans, transit programs, support services in addition to capital and operating expenditures of a student society.

Section 69 (1) (c) of the Societies Act provides that a “member’s membership in a society terminates when the member resigns.” The concern was that, upon resignation from a student society, a student would no longer be liable to pay fees, which could undermine the programs that those fees support.

The two regulations were made by OIC 2016/961 and OIC 2016/962.

OIC 2016/961 orders that (a) sections 1, 3 to 5, and 10 of the Miscellaneous Statutes Amendment Act (No 3), 2015, SBC 2015, c 42, are brought into force, and (b) the College and Institute Student Society Fees Regulation is made (under the College and Institute Act); OIC 2016/962 orders that (a) sections 6 to 9 and 11 to 13 of the Miscellaneous Statutes Amendment Act (No 3), 2015, SBC 2015, c 42, are brought into force, and (b) the University Student Society Fees Regulation is made (under the University Act).

The post New regulations address Societies Act and student-society fees first appeared on British Columbia Law Institute.

Today also marks the beginning of a two-year transition period, for existing societies to transition from the old act to the new act. Both the government of British Columbia (PDF) and the People’s Law School have published guides on the transition process.

The Societies Act contains a host of changes for British Columbia’s not-for-profit sector. Some useful resources that explain these changes have been made available online by the government of British Columbia, Courthouse Libraries BC (resources available on their website and their Vimeo page), and Volunteer Victoria (PDF).

BCLI has been engaged in law-reform work on this topic since 2006. All our publications in this area are available on the Society Act Reform Project webpage.

The post Societies Act comes into force today first appeared on British Columbia Law Institute.

• it clarifies that a special resolution may include a special resolution as defined in section 1 of the old Society Act—this is significant in light of the change coming in the new act to the default voting threshold for special resolutions;
• it establishes how a society can vary that new voting threshold upwards, which must be done by using one of the following three methods:
  • [setting] out the higher voting threshold as a fraction or percentage of the votes cast or as a specific number of votes,
  • [establishing] the higher voting threshold by requiring a unanimous decision of all the voting members, or
  • [setting] out a formula for calculating the higher voting threshold;
• it sets out a timing rule for when a society may validly pass a special resolution to alter a previously unalterable provision in the society’s constitution or a reporting society provision in a society’s bylaws—this can only be done after the society has transitioned to the new act.

The new regulation comes into force on 28 November 2016. On that date, the existing Societies Transitional Interim Regulation will be repealed.

The post New Societies Transitional Interim Regulation first appeared on British Columbia Law Institute.