Bill 24 - The New British Columbia Societies Act

Overview

On March 25, 2015, Minister of Finance Michael de Jong introduced Bill 24, the Societies Act, in the British Columbia Legislature, and it has since received third reading which took place on April 22, 2015. The Bill proposes to reform substantially the current not-for-profit legislative regime, and if it receives royal assent, will repeal and replace the existing Society Act, which currently governs over 27,000 not-for-profit legal entities in British Columbia.

The new Societies Act is intended to provide greater flexibility to the internal governance of not-for-profit organizations, while enhancing accountability measures among charities and publicly funded societies. Some of the many proposed changes include implementing new corporate governance procedures, as well as distinguishing between publicly funded societies and member-funded societies (being those societies funded primarily by its members to carry on activities for the benefit of its members).

Transition

If passed in the current session of the legislative assembly (ending in May 2015), it is anticipated that the Societies Act will come into force approximately 18 months after receiving royal assent. Once in force, pre-existing societies will have two years to transition under the Societies Act. Each pre-existing society must do so by filing with the registrar a transition application consisting of the constitution, bylaws, and a statement of directors and registered office for the society.

This transition can serve as an opportunity for existing societies to review and update their constitution and bylaws. A society may alter or create entirely new bylaws at the time of its transition if authorized by special resolution of its voting members, subject only to any existing unalterable or reporting society provisions which must remain.

Corporate and Governance Procedures

The proposed Act introduces a number of new corporate governance concepts, many of which are similar to those contained in the British Columbia Business Corporations Act. Such proposed changes include:

allowing voting members to pass written consent resolutions instead of holding physical general meetings; reducing the minimum number of member votes required to pass a special resolution from three-quarters to two thirds, unless the society's bylaws provide otherwise; allowing members to vote by proxy; allowing members to participate in general meetings by telephone or other communications medium; allowing...