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This is part two in an ongoing Societies Act series. If you’d like email updates, sign up for our monthly Resource Mailer or Quarterly Communiqué.
If you are a board member or staff person of a non profit in BC, an important question you should be asking is: what do I need to do in order to make my society’s transition to the new Societies Act as seamless as possible?
You probably already know that if you’re a non profit registered in BC, you’ll need to transition to the new legislation between November 28 2016 and November 28 2018. But what does this mean you should be doing now? Here are a couple of pointers. We’ll be releasing more posts in this series, so stay tuned for additional information or give us a shout any time to talk about your society’s situation and how we can help with the transition.
What does ‘transitioning’ entail?
At a minimum, and if there are no issues with your current constitution and bylaws, transitioning to the new Societies Act will mean:
- Ensuring your constitution complies with the new Act (it must include only purposes) and filing an electronic version as part of the Transition Application;
- Consolidating and, as necessary, updating bylaws and filing them electronically with the Transition Application;
- Confirming that directors and registered office information are up to date with the Registry;
- Ensuring your society’s annual reports are fully up to date.
There may be other steps to transitioning if your society would like to adopt the new Model Bylaws, make amendments or additions to those bylaws or to current bylaws, or if inconsistencies arise in the existing constitution or bylaws and/or in charitable registration documents. When and how your society should go about amending bylaws and holding necessary meetings for that purpose will depend on your circumstances; planning this out in advance to ensure you’ve got enough time to draft bylaws and to hold special general meetings, if necessary, is important. Once your updated constitution and bylaws are in place, we would also encourage your society to have a look at its internal governance and operational policies and ensure they line up with the new law and your bylaws and intended practices.
Also note that certain new requirements will come into force as of November 28 2016 as well, including around setting out remuneration that is above $75,000, detailing financial assistance on financial statements, and disclosing all material conflicts of interests of directors and senior managers. For more on this, see the Registry’s Transition Guide or contact us for assistance.
What should we be doing now?
The two most important things you can do now are:
1. As of August 29, 2016 you may order a transition package from the Corporate Registry. It will cost $40 and will include a certified copy of your society’s bylaws and constitution as filed with the Registry. This will consist of the original filings and any filed special resolutions amending them. This is a good thing to have because it will double confirm what the Registrar has on file and give you the basics to work with in preparing your transition materials (updated constitution and bylaws, or new/amended bylaws if you choose to go that route). You do not have to do this, but if you have any uncertainty about your current bylaws or constitution, it’s a way to confirm what’s on file.
2. Strike an ad hoc committee of staff and directors to meet and plan out the steps and timelines in your society’s transition process; assign key people to be responsible for different steps and authorize a person to communicate with a lawyer if/as necessary; decide if and when you’ll be amending bylaws or if you’ll transition without any updates.
Where should we look for assistance?
First and foremost, check out the resources that the Corporate Registry has developed and posted. The Transition Guide in particular is a great document to base your planning off of.
Sharp Six can provide detailed guidance and legal advice tailored to your organization. Rachel Forbes, Principal of Sharp Six is a practicing lawyer who can provide this support. Contact us for questions or more information.
Law for Non Profits can help by offering resources, providing free workshops and resources and may be able to help your organization find a lawyer should you need specialized expert advice.
Your existing lawyer and/or board members with relevant legal experience will also be a valuable asset in this process.
This is general information, it is not legal advice and it is not meant to be tailored to your organization. Please inquire with our lawyer, Rachel Forbes, directly if you have specific questions about this.