The B.C. government has released a white paper http://www.fin.gov.bc.ca/pld/fcsp/society_act_discussion.htm
outlining proposals for a new Societies Act to regulate the
governance of non-share capital entities incorporated in British
Columbia. The full text of a proposed new act is presented, along
with substantial commentary on the various provisions and
The deadline for submissions and comments is October 15, 2014.
This white paper is the latest instalment in a law reform dialogue
which has been underway for several years.
The proposed legislation would essentially preserve and build on
the format and structure of the existing legislation. For the
moment the government has decided not to adapt for non-profit
purposes the structure and model of the Business Corporation Act
(BC) ("BCA") applicable to share capital
corporations. However, selected provisions from the BCA have been
adapted and introduced into the proposed draft legislation where
Existing societies would need to expressly transition into the
new governance regime, once it is in place, within a two year
Many of the changes would result in a modernization of
governance which will be welcomed. However, specific provisions may
affect particular societies more than others, so all societies are
urged to review and consider the white paper proposals.
We will be preparing a detailed review and analysis of the White
Paper. Set out below are a few early comments and highlights.
Societies will still have Constitutions and Bylaws, copies of
which will be filed electronically with the Registrar of Companies.
Changes to those documents will result in an updated
"consolidated" set of governance documents on file in
with the Registrar.
The Constitution will only contain name and purposes. Existing
societies with other clauses in their Constitutions will need to
move that extra material into the Bylaws. "Unalterable"
clauses will no longer exist, and existing "unalterable"
clauses would be able to be amended by special resolution.
Certain public disclosure and governance restrictions will
apply if a society uses public or government funding. This is
similar to the recently enacted federal legislation governing
A BC resident director will still be required; there will be
restrictions on employees serving as directors, and on director
compensation; ex officio directors will be permitted only in
Classes of membership will be permitted; some classes can be
non-voting; for voting classes, the rule is still one member, one
vote (multiple voting schemes not permitted), but some delegate
voting and imbalanced voting is permitted in the board election
The existing requirement for court approval of director
indemnity payments would be removed.
Annual member meetings could now be conducted by unanimous
written resolution in lieu of a meeting.
Existing provisions on mortgages, subsidiaries, compulsory
filing of special resolutions, branch societies, and ultra vires
would all be removed.
Greater flexibility would exist for auditors and fundamental
changes such as amalgamations.
Societies will now have registered offices and specific lists
of records which must be maintained (and can be accessed).
It appears that a fairly unique complaint right of the general
public (not just members or directors) would be introduced.
The content of this article is intended to provide a general
guide to the subject matter. Specialist advice should be sought
about your specific circumstances.
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Under the Income Tax Act, the Employment Insurance Act, and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions or GST.
Under the Income Tax Act, the Employment Insurance Act, the Canada Pension Plan Act and the Excise Tax Act, a director of a corporation is jointly and severally liable for a corporation's failure to deduct and remit source deductions.
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