Last week I had the opportunity to attend a workshop on the New Societies Act, BC (2016) facilitated by the Pacific Legal Education & Outreach Society, the BC Registrar, and West End MLA Spencer Chandra Herbert. Members of nonprofit leadership teams are responsible for being familiar with the guidelines governing the transition which takes place on November 28th, 2016.
Agencies have two years to complete the transition (to be completed by November 28th, 2018). I’ve included a few notes below from the workshop in addition to multiple links to other authoritative sites on the subject. If you are unsure whether or not the New Societies Act of BC (2016) applies to your organization please consult your board.
The information included below should also not be used to replace legal advice. Please consult your legal counsel, board, and executive director regarding the steps your BC based nonprofit will need to take to maintain compliance with the act. Additional comments are welcome at the end of this post and will be used to update the details in this post if appropriate.
Please be advised the notes below are not in any specific order:
1. Basic Transition: ‘Basic Transition’ primarily involves just four steps, including getting the BCeID (which our accountant should have already); receipt of the Society Key (to be mailed to the agency by Fall 2016); uploading the files; etc. The BCeID is apparently used for several things, whereas the Society Key (this password can be updated by the agency) will be used specifically for e-filing.
2. E-Filing Emphasis: Based on the discussion – the ‘basic transition’ primarily emphasizes e-filing the agency bylaws and constitution on the new Corporation Registry website online. This also means- all primary documents need to be digitized. And the documents still need to be accessible to the public (different expectations for ‘membership funded organizations’ – which is a new category added in the revised New Societies Act).
3. 2 Years to Complete Transition: The changes included in the New Societies Act take place on November 28th, 2016. Agencies have until November 28th, 2018 to complete the ‘transition.’ (digital copies of bylaws, constitution, financials filed online, etc.).
4. Minor Changes for most Organizations: Current organizations with a compliant schedule B (and unlikely to make any changes) should largely be compliant with the new Societies Act already; the most significant difference is e-filing online.
Constitution & Bylaws
5. Agency Constitution Changes: As of November 28th, 2016 – no changes to the
organization’ constitution (or related bylaws) can be conducted until the agency’s transition has been completed. There presenters also seemed to indicate that no changes to the constitution should be drafted now that the transition date/changes are scheduled. There was also mention – #2
6. Unalterable Provisions: (also see #13) Documents e-filed during the transition ‘must’ identified ‘previous provisions marked unalterable.’
7. Unalterable Provisions: An item was discussed that needs clarification: Appearing to indicate that the category of (constitution or bylaw) items marked ‘unalterable provisions’ will not exist following transition. Among the conversation of this item……..one of the presenters indicated the bylaws could be adjusted to set a voting threshold, etc., to limit how/when those items could be modified.
8. Bylaw Changes: In contrast, bylaws (not directly related to key/purpose constitutional items) can be modified prior to the Nov 28th, 2016 deadline – and implemented afterwards.
Transition Details & Guides
9. Current Audit: The transition…….cannot be completed without a current audit; if out of date, will need to be completed before the transition is completed.
10. Guides: Registration – transition guide- to be made available within the next few months.
12. Examples: A model of a compliant agency constitution and bylaws are available online; can borrow elements if useful (see #4)
13. Audits: Registry BC ‘will not be reviewing’ any of the documents submitted. That said, there will be some mechanism that specifies if/when these should be audited.
14. Act Benchmarks: The presentation highlighted several benchmarks/items (from a list of 10-12 areas) in the New Societies Act that can be modified (increase the voting threshold, etc.) to suit the needs of the organization. Four areas were also discussed: Terms, Proxy Voting, Borrowing, Voting Threshold for Special Provisions Voting, etc.
15. Transition/Application Fee: Indicated no fee to setup the agencies account and file during the transition, but there indications for an annual reporting fee. (need to confirm)
16. Verifying what documents BC Registry has: Each agency can request copies of everything the registry has on file (to confirm current copies, etc.) for a fee of $40.00. Once the website is ‘live’ …agencies can simply sign into their account to view past historical documents (which will be stored……for a long time).
17. Post Transition – Constitution/Bylaws Reporting (of Changes): Changes will be ‘noted’ online with date, item, etc. Unclear if a new document needed to be uploaded (would likely depend on the item).
18. Access: Initially., the Society Key given to each agency would be used by every member (that has access). Based on the discussion, the plan is for the platform to become more sophisticated – and allow individual/member accounts.
19. Security: Based on the discussion….security is supposed to be insured by full encryption, and no additional Ministry access granted to the account/information……….beyond what is already stipulated in current legislation.
20. Bylaws: The New Societies Act – identifies a few constitutional items that also must be represented in the bylaws. Will need to clarify the list.
An additional overview of the changes represented in the updated New Societies Act of BC is also available online here. If you haven’t already, you are encouraged to provide BC Registry with an email address to use for future direct communication with your Society. Send it to: [email protected]
Travis Barker, MPA GCPM
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