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{{Societies Act FAQs TOC}}
{{Societies Act FAQs TOC}}
==When can we pass the updated bylaws and constitution?==
==About this Appendix==
This appendix ''only'' applies to non-profit societies in existence before the the current BC ''Societies Act'' came into effect. Therefore, '''the following information does not apply to non-profits incorporated after 28 November 2016'''.


When you transition, you will remove any unalterable provisions from your constitution and place them in their own section in your bylaws, indicating that they are "previously unalterable." You should not change your purposes upon transitioning. If all you are doing is moving the unalterables to your bylaws the Society does not need to take those changes to the membership.  
==Overview of the ''Societies Act''==
*Every non-profit in BC will have two years to electronically file a transition application consisting of their constitution, bylaws, a statement of directors and their registered office, all as they existed before the new Act comes into force.
*It is important that every non-profit ensure that the statement of directors and their registered office is up to date prior to transitioning.
*If a non-profit’s information is incorrect at the time of transition, the non-profit will be required to make a separate filing after their transition is complete
*It is also important that all annual reports are up to date in the annual reporting filings. Any non-profit whose annual reports are not up to date will not be able to transition.
*This transition application will require non-profits to make changes to their current constitution and bylaws, as well as re-file those documents in electronic format with the Corporate Registry.
*Major change to the constitution is to remove any provisions outside the name and purposes of the non-profit
*Special provisions will now have to be moved to the bylaws
*To make these changes, a non-profit will not be required to pass a special resolution at their AGM. Non-profits will be permitted to move these provisions for the transition application
*When moving unalterable provisions out of the constitution, these provisions must be identified as "previously unalterable." Once a non-profit has transitioned, these unalterables can be changed by following the new Act's bylaw amendment procedures.
*Non-profits should be wary of adopting the new Model Bylaws provided in Schedule 1 of the new Act without considering its implications and possible modifications.
*It is not necessary to adopt the new Model Bylaws
*There are many differences from the old Schedule B Bylaws that could cause issues for certain non-profits.
*For example, the quorum requirement in the Model Bylaws is 3 members or 10% of the membership, whichever is greater. For non-profits with a large membership base, this could be very problematic. As the new Act only requires 3 members for quorum, we recommend reading the new Model Bylaws carefully before adopting, and making necessary changes.


If, however you are changing your bylaws you could submit those to the membership before you transition. However, the Special Resolution must state that the bylaw changes do not come into effect until proclamation of the new Societies Act, November 28, 2016. Once passed, this special resolution is NOT filed. After proclamation, when the Society is ready to transition you can do so with updated bylaws. The system will ask for the date of the special resolution which you will then enter into the system.  
==Other information regarding the new Societies Act==
Please visit [http://www.bcregistryservices.gov.bc.ca/bcreg/societiesact/index.page BC Registry Services] for more information regarding the new ''Societies Act'', including:
*a transition guide,
*a link to the new Act and its regulations,
*links to the new Model Bylaws as well as the old Schedule B Bylaws,
*tables comparing the old Society Act to the new Societies Act, and
*more FAQs.


==How do we consolidate bylaws?==
==FAQs About Transitioning to the New ''Societies Act''==
===When can we pass the updated bylaws and constitution?===
When you transition, you will remove any unalterable provisions from your constitution and place them in their own section in your bylaws, indicating that they are "previously unalterable." You should not change your purposes upon transitioning. If all you are doing is moving the unalterables to your bylaws the non-profit does not need to take those changes to the membership.


Often, societies have special resolutions in addition to their bylaws. A common example is a special resolution to allow for electronic means of sending notice to members. Below is an example for consolidating bylaws:
===What do we do with the winding up and dissolution clause in our constitution?===
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.


==='''Before Consolidation'''===
===Do we need the approval of the CRA to move the winding up and dissolution clause out of the constitution?===
No. The new ''Societies Act'' does not change the non-profit’s relationship to the CRA. Those non-profits that are registered charities will have to notify the CRA about changes to the non-profit’s constitution and bylaws and provide the CRA with a copy of the amended documents.


'''Part 11 — Notices to Members'''
===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 non-profit 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 non-profit has transitioned then the non-profit can remove the "previously unalterable" language. However, to do that the non-profit will need to pass a special resolution.


58: A notice may be given to a member, either personally or by mail to the member at the member's registered address.
===What does unalterable mean?===
Unalterable means something that cannot be changed. In the new Societies Act, unalterable bylaw provisions  are no longer permitted.


59: A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
===Are the Schedule B Bylaws compliant with the new ''Societies Act''?===
The Schedule B Bylaws are mostly compliant with the new Act. If your non-profit has been using the Schedule B Bylaws and they have been working for you, it is likely that you will not have to change your bylaws. The non-profit may want to do some minor housekeeping and updating; however, the new Act does not require the non-profit to do so. If the non-profit is using the Schedule B it does not have to adopt the new model bylaws on the transition. If the non-profit decides to change its bylaws it can do so at any time after they transition.


60(1): Notice of a general meeting must be given to
===On transition, can we correct the spelling errors that were on the original filed bylaws?===
*(a) every member shown on the register of members on the day notice is given, and
Yes, you may correct spelling errors when you transition.
*(b) the auditor, if Part 10 applies.


(2): No other person is entitled to receive a notice of a general meeting.
'''Special Resolution''' (Form 10) to add the words "or by electronic mail" to  section 58. 
==='''After Consolidation'''===
'''Part 11 — Notices to Members'''
58: A notice may be given to a member, either personally by mail, '''or by electronic mail''',  to the member at the member's registered address.
59: A notice sent by mail is deemed to have been given on the second day following the day on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
60(1): Notice of a general meeting must be given to
*(a) every member shown on the register of members on the day notice is given, and
*(b) the auditor, if Part 10 applies.
(2): No other person is entitled to receive a notice of a general meeting.
==Do we have to do anything before November 28, 2016?==
Technically, no. You have two years after November 28, 2016 to file your transition application. However, there are things you can do in order to prepare for transition. The Registry Services lists some of these things on its [http://www.bcregistryservices.gov.bc.ca/local/bcreg/documents/SocActFiles/Timeline_On_Amendments.pdf timeline]. However, you do not need to do all of the things listed. For example, if your society will not become member-funded, there is no need to pass a special resolution to adopt a member-funded society status when filing your transition application.
==What changes take effect automatically on November 28, 2016 and what changes take effect only after transitioning to the new Act?==
When you transition has no effect on when the provisions in the new Societies Act take effect. The changes in the new Act take effect when the new Act takes effect, on November 28, 2016. These changes happen all at once for all societies across BC - the changes are not implemented on a society-by-society basis as each society transitions.Here are some of the changes that will take effect when the new Act comes into effect on November 28, 2016:
*the default for passing of a special resolution (not a majority vote) will change from 75% to 2/3rds.
**However, keep in mind that if your bylaws currently require a 75% threshold to pass a special resolution, this will still be the standard for your society despite the lowered threshold in the new Act.
*The requirement for new financial statement disclosure
**Your financial disclosures will have to be included on your financial statements as soon as the new Act is in force, even before you transition.
==On transition, can we correct the spelling errors that were on the original filed bylaws?==
Yes, you may correct spelling errors when you transition.


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