Anonymous

Difference between revisions of "Draft a Non-Profit Constitution (Societies Act FAQs)"

From Clicklaw Wikibooks

Draft a Non-Profit Constitution (Societies Act FAQs) (view source)

Revision as of 22:30, 11 January 2024

368 bytes removed ,  22:30, 11 January 2024
m
no edit summary
m
 
(20 intermediate revisions by 2 users not shown)
Line 1: Line 1:
{{Societies Act FAQs TOC}}
{{Societies Act FAQs TOC}}
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}}


==What is a constitution?==
==Constitution==


A society’s constitution is one of the two foundational documents that are required in order for a society to incorporate. The constitution sets out two basic things:  
===What is a constitution?===
#the name of the society and  
A non-profit’s constitution is one of the two foundational documents that are required in order for a non-profit to incorporate. The constitution sets out:
#the purposes of the society.
* the name of the non-profit, and
The purposes of a society will determine what actions the society can undertake, and can include agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social or sporting purposes. Alterations to the constitution must be made by special resolution. Any changes to the constitution will be made by way of a constitution amendment application.  
* the purposes of the non-profit.


Exception: when transitioning under the new Act, simply moving provisions such as the winding up and dissolution provisions, from the constitution to the bylaws will not require a society to hold a vote or even a general meeting. However, any previously unalterable provisions will have to be identified as previously unalterable when they are moved.
===Can anything else be in the constitution?===
No. Only the name of the non-profit and the non-profit’s purposes can be in the constitution. Any other provisions, such as winding up and dissolution clauses, limits on membership, or office location, should be in the bylaws.


==What cannot be in the constitution?==
===Can the constitution be changed?===
Yes. The non-profit can change the constitution by passing a special resolution at a meeting of members, such as an AGM or SGM. Once members have passed a special resolution, the non-profit must file a constitution amendment application through BC Societies Online.


A society may not state as its purpose the carrying on of a business for profit and gain. constitution cannot have provisions that deal with the subject matter outside the name and purposes of the society.  
''Exception: if the non-profit was incorporated before the new ''Societies Act'' took effect on 28 November 2016 and has not yet transitioned, special rules apply when those non-profits transition to the new Act. See the [[Transition (Societies Act FAQs)|transition appendix]] for more information.''


==What do we do with the winding up and dissolution clause in our constitution?==
==Name==
===What can the non-profit be named?===
The name of the non-profit that is in the constitution must be one that was approved by the registrar. For more information on non-profit names, see the [[Choose a Non-Profit Name (Societies Act FAQs)|Choose a Name]] section.


Under the new Act only the name and purposes can be included in the constitution. Additional clauses including the winding up and dissolution clauses should be added to the bylaws in a separate section at the end, such as "Other Provisions", "Former Constitutional Provisions", etc. If the clause was unalterable then it should be added to the bylaws with the wording “previously unalterable” as no clauses in the bylaws can be made unalterable.  
==Purposes==
===What purposes are allowed?===
The purposes of the non-profit determine what actions the non-profit can undertake and can include agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social or sporting purposes. Examples include a theatre company, a curling club, a daycare, and a youth treatment centre. Note that not all permitted non-profit purposes are charitable, which could cause issues if in the future the non-profit wishes to become a registered charity. For more on charitable purposes, see the [https://www.canada.ca/en/services/taxes/charities.html CRA Charities Directorate website].


==Do we need the approval of the CRA for the change of moving the winding up and dissolution clause out of the constitution?==
===What purposes are not permitted?===
The non-profit may not state as its purpose the carrying on of a business for profit or private gain. In other words, the non-profit’s purpose can’t be to make money.


No. The new ''Societies Act'' does not change the society’s relationship to the CRA. Those societies that are registered charities will have to ''notify'' the CRA about changes to the society’s constitution and bylaws and provide the CRA with a copy of the amended documents.
However, this doesn’t prevent the non-profit from running a business, so long as the business proceeds go toward the non-profit purposes of the non-profit. For example, a seniors network might operate a thrift shop (a business), but all the proceeds go toward providing services and programming for seniors (the non-profit’s purpose).  


==Do we need a special resolution when we move the winding up and dissolution provisions from the constitution to our bylaws?==
==(Optional) Member Funded Society Clause==
 
Despite the rule that only permits the name and purposes in the non-profit's constitution, if a non-profit wishes to be a member funded society, the constitution must include a clause to that effect.  
Simply moving provisions, such as the winding up and dissolution provision, from the constitution to the bylaws will not require a society to hold a vote or even a general meeting. However, any previously unalterable provisions will have to be identified as previously unalterable when they are moved.
 
==The location of our head office is in our constitution. Do we have to move that?==
 
Yes. The constitution of a society after transition should only contain the society’s existing name and purposes, word-for-word as they appear in the society’s constitution on file with the Corporate Registry. Everything other than the name and purposes must be moved to the bylaws.
 
==Our constitution limits membership to First Nations members. What do we do with this provision?==
 
This provision needs to be moved from the constitution to the bylaws of the society.  Under the new ''Societies Act'' the constitution of a society shall only contain the society’s existing name and purposes, word-for-word as they appear in the society’s constitution on file with the Corporate Registry.
 
==What does unalterable mean?==
 
Unalterable means something that cannot be changed. In the BC ''Societies Act'', an unalterable provision is one that cannot be changed.  


However, member funded society status is a unique status that must be considered very carefully. For more information, see the [[Member-Funded Societies (Societies Act FAQs)|Member-Funded Societies]] page.
__NOGLOSSARY__
{{Societies Act FAQs NavBox}}
{{Societies Act FAQs NavBox}}
PLEO
426

edits

Retrieved from "https://stagewiki.clicklaw.bc.ca/index.php?title=Special:MobileDiff/31559...57358"