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Difference between revisions of "Draft Non-Profit Bylaws (Societies Act FAQs)"
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Draft Non-Profit Bylaws (Societies Act FAQs) (view source)
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{{Societies Act FAQs TOC}} | {{Societies Act FAQs TOC}} | ||
{{REVIEWED | reviewer = [[Pacific Legal Education and Outreach Society]] (PLEO) in January 2024}} | |||
==Bylaws== | ==Bylaws== | ||
===What are bylaws?=== | ===What are bylaws?=== | ||
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===What needs to be in the non-profit society’s bylaws?=== | ===What needs to be in the non-profit society’s bylaws?=== | ||
At a minimum, these bylaws must contain rules regarding all of the matters listed in | At a minimum, these bylaws must contain rules regarding all of the matters listed in [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section11 s. 11] of the ''Societies Act.'' Both the [https://www.canlii.org/en/bc/laws/regu/bc-reg-216-2015/latest/bc-reg-216-2015.html#Schedule_1__23022 Schedule 1 (Model) Bylaws] and the old [https://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/registries-other-assets/schedule_b_bylaws.pdf Schedule B Bylaws] fulfill the minimum requirements. Under [https://www.bclaws.gov.bc.ca/civix/document/id/lc/statreg/15018_01#section11 s. 11], the minimum requirements for bylaws are: | ||
*Membership | *Membership: | ||
**how members are admitted | **how members are admitted; | ||
**any rights or obligations of membership | **any rights or obligations of membership; | ||
**whether members can lose good standing and what causes a member to lose good standing | **whether members can lose good standing and what causes a member to lose good standing; | ||
**if there is more than one class of members, a description of each class and the respective rights and obligations | **if there is more than one class of members, a description of each class and the respective rights and obligations. | ||
*Directors | *Directors: | ||
**how directors are elected or appointed | **how directors are elected or appointed; | ||
**the length or expiry of a director’s term (if the bylaws don’t address this, the default term is until the end of the next annual general meeting after the director’s election or appointment) | **the length or expiry of a director’s term (if the bylaws don’t address this, the default term is until the end of the next annual general meeting after the director’s election or appointment). | ||
*General Meetings | *General Meetings: | ||
**quorum for general meetings, which is the minimum number of members required to conduct business (if the bylaws don’t address this, the default is 3 voting members) | **quorum for general meetings, which is the minimum number of members required to conduct business (if the bylaws don’t address this, the default is 3 voting members); | ||
**whether proxy voting is permitted | **whether proxy voting is permitted; | ||
**if electronic voting, voting by mail, or delegate voting is permitted, the rules for how that vote is conducted | **if electronic voting, voting by mail, or delegate voting is permitted, the rules for how that vote is conducted. | ||
*Restrictions, if any, on the | *Restrictions, if any, on the: | ||
**activities of the non-profit | **activities of the non-profit; | ||
**powers of the non-profit | **powers of the non-profit. | ||
==What can’t be in the non-profit society’s bylaws?== | ===What can’t be in the non-profit society’s bylaws?=== | ||
The non-profit’s bylaws can’t contain any rules that are in conflict with the Societies Act. Any bylaw in conflict with the Societies Act is invalid and has no effect. | The non-profit’s bylaws can’t contain any rules that are in conflict with the ''Societies Act''. Any bylaw in conflict with the ''Societies Act'' is invalid and has no effect. | ||
As a best practice, policies that govern the day-to-day operations of a non-profit should not be in the bylaws. | |||
==Model Bylaws== | |||
===Is there a set of generic bylaws the non-profit can use? Where can I find example bylaws?=== | ===Is there a set of generic bylaws the non-profit can use? Where can I find example bylaws?=== | ||
The non-profit does not need to draft bylaws from scratch, although that is certainly an option. | The non-profit does not need to draft bylaws from scratch, although that is certainly an option. | ||
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In either case, the bylaws should reflect the nature, character, and operation of the non-profit, its board, and members. | In either case, the bylaws should reflect the nature, character, and operation of the non-profit, its board, and members. | ||
===What are the Model Bylaws (Schedule 1)?=== | ===What are the Model Bylaws (Schedule 1)?=== | ||
The Model Bylaws are provided as an example of a set of bylaws that a non-profit can adopt when it is incorporated. | The Model Bylaws are provided as an example of a set of bylaws that a non-profit can adopt when it is incorporated. | ||
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The Schedule B Bylaws can be found at [https://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/registries-other-assets/schedule_b_bylaws.pdf BC Registry Services]. | The Schedule B Bylaws can be found at [https://www2.gov.bc.ca/assets/gov/employment-business-and-economic-development/business-management/permits-licences-and-registration/registries-other-assets/schedule_b_bylaws.pdf BC Registry Services]. | ||
==Major Differences Between Schedule 1 and Schedule B Bylaws== | ==Major Differences Between Schedule 1 and Schedule B Bylaws== | ||
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| Annual membership dues, if any, are determined by the board || Annual membership dues are determined at the annual general meeting || Not required | | Annual membership dues, if any, are determined by the board || Annual membership dues are determined at the annual general meeting || Not required | ||
|- | |- | ||
| A member not in good standing ceases to be a member after six months || A member not in good standing ceases to be a member after 12 months || Good standing is not defined | | A member is not in good standing if they failed to pay membership fees; A member not in good standing ceases to be a member after six months || All members are in good standing except those with unpaid membership fees; A member not in good standing ceases to be a member after 12 months || Good standing is not defined | ||
|- | |- | ||
| A member not in good standing may not vote in a general meeting || Silent || Good standing is not defined | | A member not in good standing may not vote in a general meeting || Silent || Good standing is not defined | ||
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| Quorum for a general meeting is three members of 10% of all members, whichever is greater || Quorum for a general meeting is three members, or more if determined at a general meeting || Quorum is three members, unless bylaws provide for a higher threshold | | Quorum for a general meeting is three members of 10% of all members, whichever is greater || Quorum for a general meeting is three members, or more if determined at a general meeting || Quorum is three members, unless bylaws provide for a higher threshold | ||
|- | |- | ||
| Any member may be appointed to be the chair. Rules about who becomes the chair if none is appointed are similar to the old restrictions || Restrictions on who may chair a meeting, with the president or vice-president being the default || | | Any member may be appointed to be the chair. Rules about who becomes the chair if none is appointed are similar to the old restrictions || Restrictions on who may chair a meeting, with the president or vice-president being the default || Silent | ||
|- | |- | ||
| A notice of a general meeting must state the nature of any special business in sufficient detail to permit a member to form a reasoned judgement concerning that business || Silent || Set out in act | | A notice of a general meeting must state the nature of any special business in sufficient detail to permit a member to form a reasoned judgement concerning that business || Silent || Set out in act | ||
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==Custom Bylaws== | ==Custom Bylaws== | ||
===Can the non-profit create its own custom bylaws?=== | ===Can the non-profit create its own custom bylaws?=== | ||
Yes, as long as the non-profit’s bylaws cover the minimum requirements | Yes, as long as the non-profit’s bylaws cover the [[Draft_Non-Profit_Bylaws_(Societies_Act_FAQs)#What_needs_to_be_in_the_non-profit_society.E2.80.99s_bylaws.3F|minimum requirements]] and are not in conflict with the ''Societies Act.'' | ||
==Hybrid (Modified Model Bylaws)== | ==Hybrid (Modified Model Bylaws)== | ||
===Can the non-profit adopt a modified version of the Model Bylaws?=== | ===Can the non-profit adopt a modified version of the Model Bylaws?=== | ||
Yes, the non-profit can alter the Model Bylaws to meet its needs, as long as the modifications are not in conflict with the Societies Act. Some modifications to the Model Bylaws a non-profit might want to consider include: | Yes, the non-profit can alter the Model Bylaws to meet its needs, as long as the modifications are not in conflict with the ''Societies Act''. Some modifications to the Model Bylaws a non-profit might want to consider include: | ||
*Allowing for members’ meetings to be held electronically | *Allowing for members’ meetings to be held electronically; | ||
*Restricting access to s. 20 (2) records (board minutes and accounting records) | *Restricting access to s. 20(2) records (board minutes and accounting records). | ||
Some modifications a non-profit might want to consider for Schedule B bylaws: | Some modifications a non-profit might want to consider for Schedule B bylaws: | ||
*Allowing for emailing the notice of a members’ meeting (AGM/SGM) | *Allowing for emailing the notice of a members’ meeting (AGM/SGM); | ||
*Removing the debentures limitation | *Removing the debentures limitation; | ||
*Clarifying how officers are appointed | *Clarifying how officers are appointed; | ||
Removing seal provisions (non-profits do not need to have a seal under the ''Societies Act'') | *Removing seal provisions (non-profits do not need to have a seal under the ''Societies Act''). | ||
__NOGLOSSARY__ | __NOGLOSSARY__ | ||
{{Societies Act FAQs NavBox}} | {{Societies Act FAQs NavBox}} | ||
