Business Law Blog

The Societies Act, SBC 2015, c18 (the “Act”) came into force on November 28, 2016 and replaced the former Society Act, RSBC 1996, c 433. The Act included significant updates to provide more flexibility to how societies operate, while still protecting the public interest and ensuring accountability in their governance and management of funds.

Since the enactment of the Act in 2016, the BC government, through the Ministry of Finance (the “Ministry”), has closely monitored the effect of the Act and how it has impacted societies and their members. Based on general feedback from societies, the legal community and the public, the Ministry has developed and released 36 newly proposed amendments to the Act. These proposed amendments are aimed at ensuring the Act is more user-friendly by addressing ambiguities, inconsistencies, or omissions within the Act itself and other legislation; streamlining, updating, and refining processes; and removing Corporate Registry filing requirements that are viewed as overly burdensome.

Of the 36 proposed amendments, several notable amendments include:

1. Proposed Amendment 1 - clarification of the definition of “general meeting” in the Act.

• This proposed amendment would limit the definition of a “general meeting” to a meeting of a society’s members for formal business only. In other words, informal gatherings of members are to be excluded from this definition. With this amendment, members of societies can meet informally without having to follow the notice requirements for a general meeting, thus making it less burdensome on members to gather if no substantive business is being conducted.

2. Proposed Amendment 4 - clarification of the types of meetings referred to in various sections of the Act.

• Currently, there is ambiguity surrounding which types of meetings require minutes to be kept; or which types of meetings a court may correct irregularities in. This proposed amendment would correct both ambiguities to be clear that informal meetings are not caught under either rule.

3. Proposed Amendment 13 - due diligence defence provided to senior managers.

• The Act currently imposes similar duties on directors and senior managers, however, only directors have a due diligence defence. This amendment proposes to extend the same defence to senior managers, so that if they have taken reasonable steps to perform their duties, they will not be held liable for breaching them. This would harmonize the liabilities of directors and senior managers when they perform the same duties.

4. Proposed Amendment 18 - amending certain requirements of giving notice of general meetings to members.

• The proposed amendment would allow, among other things, for societies of 100 members or more to send notice of a general meeting via newspaper or website, so long as their bylaws allow it. This reduces the current threshold of 250 members and provides such societies additional options to ensure members receive notice about general meetings.

5. Proposed Amendment 31^[1]- excluding bequests from public donations.

• This proposed amendment would add bequests made by individuals affiliated with the society to the list of funding excluded from “public donations”. Member-funded societies are subject to less oversight under the Act, so long as they receive less than a prescribed amount of public donations and/or government funding. The rationale for this proposed amendment is that it would be unfair to disqualify these societies from member-funded status because of a donation that was out of their control.

Due to the Act’s impact on a multitude of societies with different needs, the Ministry is currently seeking comments on these proposed amendments from the public. The deadline to provide comments on these proposed amendments is August 23, 2019. All comments are to be sent to Societies.Consultation@gov.bc.ca; or

Financial and Corporate Sector Policy Branch
Ministry of Finance
PO Box 9418 Stn Prov Govt
Victoria, BC V8W 9V1

If additional information is required regarding the proposed amendments, please see the Ministry’s Societies Act Consultation 2019 page.

If you wish to discuss any other matters relating to societies, please contact Jag Shergill or Christopher Yan at Lawson Lundell LLP for further information.

A full copy of the 36 proposed amendments can be found here.

_{[1] relates only to member-funded societies}