|
|
| Line 1: |
Line 1: |
| {{Societies Act FAQs TOC}} | | {{Societies Act FAQs TOC}} |
|
| |
|
| ==What is a constitution?== | | ==Constitution== |
| | Under the 'Societies Act' a non-profit's constitution can only contain its name and purpose. |
|
| |
|
| 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: | | ===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. Examples would include: a theatre company, a curling club, a daycare and a youth treatment centre.
| | * the purposes of the non-profit. |
|
| |
|
| Under the new ''Societies Act'' a society's Constitution can only have the name and purpose. Matters often found in existing Constitutions such as winding up or dissolution, must be dealt with on transition. See topics below.
| | ===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. |
|
| |
|
| ==Can we change 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. |
|
| |
|
| | Exception: if the non-profit was incorporated before the new ''Societies Act'' took effect on November 23, 2016 and has not yet transitioned, special rules apply when those non-profits transition to the new Act. See the transition appendix for more information. |
|
| |
|
| Yes. You can change the constitution must be made by special resolution passed by the membership. Under the new Societies Act changes to the constitution will be made by way of a constitution amendment application.
| | ==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 Name Request section. |
|
| |
|
| '''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. A society may not state as its purpose the carrying on of a business for profit and gain. Under the new Act constitutions cannot have provisions that deal with the subject matter outside the name and purposes of the society.
| | ==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 would 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]. |
|
| |
|
| ==What do we do with the winding up and dissolution clause in our 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. |
|
| |
|
| 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 under a sub-heading such as "Other Provisions", "Former Constitutional Provisions", etc. If the clause was unalterable then the words “previously unalterable” need to be added. A special resolution is not required to make this change.
| | 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 the approval of the CRA to move the winding up and dissolution clause out of the constitution?== | | ==(Optional) Member Funded Society Clause== |
| | If a non-profit wishes to be a member funded society, the constitution must include a clause to that effect. |
|
| |
|
| 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, member funded society status is a unique status that must be considered very carefully. For more information, see the member funded societies page. |
| | |
| ==Do we need a special resolution when we move the winding up and dissolution provisions from the constitution to our bylaws?==
| |
| | |
| 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. Once the society has transitioned then the society can remove the "previously unalterable" language. However, to do that the society will need to pass a Special Resolution.
| |
| | |
| ==Do we have to move the location of our office from our constitution?==
| |
| | |
| 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 in the constitution, other than the name and purposes, must be moved to the bylaws.
| |
| | |
| ==What do we do with constitutional provisions that limit membership?==
| |
| | |
| Provisions that limit membership, e.g. restricting membership to First Nations or other specific communities or groups, need 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.
| |
|
| |
|
| {{Societies Act FAQs NavBox}} | | {{Societies Act FAQs NavBox}} |
