As most societies are now aware, every pre-existing society in British Columbia must file a transition application under the Societies Act by November 28, 2018. In other words, societies have until November 28, 2018 to file an electronic transition application by using the Government of British Columbia’s Societies Online web service.
Every society that was incorporated, amalgamated, continued or converted under B.C.’s old Society Act or any of its predecessor acts.
A transition application must be filed electronically using the Societies Online system by November 28, 2018. A society does not file a transition application by this date could be dissolved by the Registrar.
What can/cannot be changed during transition?
It is helpful to set out a few ground rules for the transition process:
- A society may not change its purposes or any unalterable provisions during the transition process. The purposes and unalterable provisions must remain “word-for-word” throughout the transition.
- A society may change its bylaws (other than unalterable provisions) during the transition process, but only after obtaining the approval of its members by special resolution.
- A society is free to change its bylaws and constitution, including its purposes or its previously unalterable provisions any time after transitioning. Changes to a society’s bylaws or constitution require prior member approval by special resolution.
What are a society’s options?
Many societies are now taking the opportunity to review their bylaws and constitution as they go through the transition process. This is a good thing, as clauses in the old bylaws that conflict with the new act are invalid to the extent of the conflict. After reviewing their constitution and bylaws (in some cases after no review in years or decades) many societies are choosing to make changes to these important documents.
A society is permitted to change its bylaws on transition, so long as previously unalterable provisions are left unchanged. In practice, it may be difficult or impracticable to obtain member approval to change the bylaws before filing a transition application.
In this circumstance, a society may choose to file its transition application using its existing bylaws (note, the existing bylaws and all changes to them must be consolidated into a single, integrated electronic document for filing with the transition application). The society may then make changes to the bylaws after the transition process is complete, for example by seeking member approval for changes at the society’s next general meeting.
Importantly, any change to a society’s bylaws or constitution requires approval by special resolution of the society’s members. Under the new Societies Act, unless a society’s existing bylaws mandate a higher threshold, the society must have support of at least 2/3 of its members at a general meeting to make changes to its bylaws or constitution.
Will transitioning affect a society’s charitable status?
The transition process will not normally affect a society’s charitable status, because changes to the society’s purposes are not possible during transition.
However, societies that are registered charities must file certified copies of their post-transition constitution and bylaws with the Charities Directorate. For more information, see the Government of Canada’s publication on making the transition to the new Societies Act.
Notably, a society who does not file a transition application before the November 28, 2018 deadline could be dissolved. Once dissolved, the society would cease to have legal existence. As a result, the dissolved society could have its charitable status revoked.
Further Information
For further information, there is material on the Government of British Columbia’s website regarding the transition process. You may also wish to speak with a lawyer about the transition options available to your society.
