On November 23, 2015, by Order in Council No. 673, the new
British Columbia Societies Act was proclaimed as coming
into force on November 28, 2016. The new Societies Act
replaces the current Society Act and modernizes the rules
for the creation and governance of societies in British Columbia.
It also places more emphasis on the transparency and accountability
of societies. In a
previous issue of this Newsletter, we reported on the
significant changes that the new Societies Act will
Transition of Pre-Existing Societies
Existing societies will have to transition under the new Act
within two years after November 28, 2016. In order to transition,
societies must file an application containing a constitution and
bylaws. After November 28, 2016, pre-existing societies will be
prohibited from altering their bylaws or amalgamating with other
societies prior to transitioning.
The Order in Council also published the new Societies
Regulation which will also come into force on November 28,
2016. The regulations set out further requirements with which BC
societies will need to comply.
Member-Funded Societies versus Charities and Publicly Funded
The new Act treats "member-funded societies"
differently from charities and publicly funded societies. The
Societies Regulation prescribes the threshold for what
disqualifies a society from being a member-funded society.
Specifically, a society will not be considered a member-funded
society if, for the past two financial years, the society received
public donations, government funding, or a combination of the two,
in an amount greater than $20,000 or 10% of the society's gross
income during that period.
The Societies Regulation further prohibits the
following societies from being member-funded societies:
societies that received loans or grants from the British
Columbia Housing Management Commission;
societies that were service providers under the Community
Living Authority Act; and
societies that are authorities under the Independent School
Act and received a grant under that Act for the previous
Reporting on Director and Employee Remuneration
As we previously
reported, the Societies Act requires charities and
publicly funded societies to disclose in their financial statements
how much remuneration they pay to directors (whether they are paid
as directors or in another capacity) and the top ten highest paid
employees and contractors. Although there is no requirement
to disclose the names of the relevant directors, the Societies
Regulation requires the financial statements to state the
directors' titles or positions. The regulations also set the
threshold at which employee and contractor remuneration must be
disclosed for the financial period. This threshold is
The new Act permits pre-existing societies to remove or alter
their unalterable provisions. However, pursuant to the
Societies Regulation, some pre-existing societies are not
permitted to remove unalterable provisions without the consent of a
designated minister. These include certain specific societies along
with the following classes of societies:
pre-existing societies that are designated recipients in
relation to a designated accommodation area under the
Provincial Sales Tax Act;
pre-existing societies that received certain money or property
from the British Columbia Housing Management Commission; and
pre-existing societies that hold a licence to operate a
community care facility under the Community Care and Assisted
Living Act and have received certain money or property from a
regional health board.
Like the existing Society Act, societies will have the
option of creating their own customizable bylaws or adopting the
model bylaws set out in the new regulations. The latter
option provides societies with a cost-effective way of updating
their bylaws to accord with the new Act. Upon transition,
pre-existing societies that have adopted the model bylaws set out
in Schedule B to the current Society Act should consider
adopting the modernized model bylaws set out in Schedule 1 to the
new Societies Regulation.
Other Significant Items
Additional provisions set out in the Societies
the naming requirements for societies and extraprovincial
non-share corporations registered in British Columbia;
the fees for inspecting and copying records;
the ability for societies to have directors or senior managers
who are 16 or 17 years of age, provided the society's bylaws
permit it and a majority of its directors are at least 18 years of
the $50/day fine applicable to unregistered extraprovincial
non-share corporations that carry on activities in British
The Order in Council No. 673 is available on the
Queen's Printer British Columbia website.
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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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