Beginning November 28, 2016, B.C. societies can transition under the new British Columbia Societies Act (the “Act”). Existing B.C. societies will have to transition under the new Act within two years after the coming into force of the new Act so B.C. societies have until November 28, 2018 to transition.
In order to transition, all B.C. societies must file a transition application. The transition application must include a society’s constitution, bylaws and a statement of directors and registered office.
The transition application will be filed online. The society will need to create an account on the new online filing system. The B.C. Corporate Registry is sending access codes for the online filing system to all existing societies by mail. The society’s constitution and bylaws will also have to be filed in an electronic format (like a Word document).
In the transition application, the constitution must only include the society’s name and purposes. Many societies have provisions that are in addition to their name and purposes in their constitution. These provisions must be moved from the society’s constitution and added to its bylaws. This is a technical change that does not require obtaining member approval.
The name and purposes stated in the transition application must be exactly the same as the society’s current name and purposes. No revisions are permitted to these in the transition application.
If the society wants to become a member-funded society (discussed in more detail in a previous article), it must indicate in the transition application that it wishes to be a member-funded society. In addition, the society’s members must have approved the change by a special resolution.
The transition application must also include the society’s bylaws. The bylaws are the society’s existing bylaws plus the provisions that were moved from the constitution. Under the existing Society Act, the additional provisions are either alterable or unalterable. Going forward, all of these provisions will be alterable (though certain societies will need to get the consent of a minister before altering them). When an unalterable provision is moved into the bylaws, the bylaws must identify that provision as being a previously unalterable provision. This can be done by adding the following statement at the end of the provision: “This provision was previously unalterable.”
A society is not required to revise its bylaws when it transitions. If there are any inconsistencies with the new Act, the new Act will override the bylaws. However, a society may wish to update its bylaws. A society can file revised bylaws in the transition application if the revisions have been approved by a special resolution of the society’s members. No revisions can be made to the previously unalterable provisions in the transition application.
If the society is currently a reporting society, it must also include the reporting society provisions in its bylaws. These are set out in the Societies Regulations of the new Act.
Statement of Directors and Registered Office
The transition application will include a statement of directors (names and addresses) and the address of the registered office of the society. This information is automatically filled out in the transition application. If the society wants to update its director and address information, it should do this before it transitions.
A society that transitions with its existing bylaws does not need to obtain member approval.
A society that is becoming a member-funded society or making changes to its bylaws must obtain a special resolution of its members prior to filing the transition application.
In order to ensure that the constitution and bylaws are the same as the ones on file with the Corporate Registry, we recommend societies get certified copies of their constitution and bylaws from the Corporate Registry.