Civil resolution tribunal - FAQs for societies

FAQs for BC societies when navigating access to records requests and member disputes/claims via the Civil Resolution Tribunal (CRT).

Last update August 2019


What are the official records of a society?

The Official Records of a society are set out in Section 20(1) of the Societies Act: 

           

(a) the society's certificate of incorporation;

This is the document that was created when the society was first incorporated.  

(b) each certified copy, furnished to the society by the Registrar, of                

(i) the constitution of the society;

The constitution is the statement of purpose of the society. It’s the raison d’etre or reason for being. It can be anything from a soccer club, a provider of counselling services for seniors or raising money for a hospital.  

(ii) the bylaws of the society;

The bylaws are the contract between members of the society and the society.  It is the set of rules that govern the society. It is the who, how, when and why of the rules.

 (iii) the statement of directors and registered office of the society;

This document used to be called the Annual Report.  It is a statement that includes the names of directors and an address for each one.  It also includes the registered address of the society.  The registered address is usually the place where records can be accessed/located.

Each of these above documents can be found in the society’s dashboard found at Societies Online. Certified copy means a document has been certified by the registrar.  If you download a copy from the society’s dashboard it will automatically be certified.  

(c) Any official documents provided to the organization from the Registrar (approvals, confirmations etc.);

These documents can be found in the society’s dashboard at Societies Online.

(d) a copy of any legal order from a court or government; 

Very few societies will have a legal order from a court or government.  A subpoena for disclosure of documents may be the most common.  

(e) the society's official register of members of the Board of Directors, including contact information provided by each director;

This is not the list of directors that may be shared among directors. This record should only have on it the name of a director and one piece of contact information that they have agreed can be disclosed to members for purposes under the Societies Act.


(f) written consent to act as Director and each written resignation of a director; 

A template  consent to act as a director form can be found at http://lawfornonprofits.ca/resources

The advantage of keeping a separate form is that it allows for the society to ensure that the qualifications to be a director are asked and answered by the director.  

 A resignation occurs when a director leaves before the expiry of their term such as because of a move to another place or illness.  A copy of an email from the resigning director would be considered written resignation.

(g) a copy of each record evidencing a conflict of interest disclosure by a director or senior manager; 

This could be in the form of minutes of relevant meetings or a general conflict of interest disclosure. A society’s conflict of interest policy should specify where and how these disclosures are made, dealt with and recorded.

(h) the society's register of members, organized by different classes of member if different classes exist, including contact information provided by each member; 

This is the most significant record that most societies have. It is important that it only contain 3 pieces of information – the member’s name, the class of membership (voting or non-voting) and one piece of contact information.  


(i) the minutes of each meeting of members, including the text of each resolution passed at the meeting; 

These are the minutes of the Annual General Meeting. This could also include a special general meeting held at another time during the year

(j) a copy of each ordinary resolution or special resolution, other than a resolution included in the minutes of members, and, in the case of a resolution consented to in writing by the voting members, a copy of each of the consents to that resolution; 

It is uncommon for a society to have written resolutions instead of a meeting of members. It is allowed by the Act. It’s important that if your society uses this method they will have to keep not only the resolution but also the consents from each member. If a society has a large membership that means a lot of documentation (digital or hard-copy).

(k) financial statements of the society required under section 35 and the auditor's report, if any, on those financial statements. 

Financial statements are the balance sheet, and the statements of income and expenses of the society. They are a snapshot of the financial state of the society at the end of the fiscal year. If the society is required to be audited then it would also include the audited financial statements.

Financial statements must include disclosures of any remuneration paid to directors or salaries paid to staff above the threshold provided in the regulations. In 2019 that means $75,000 in compensation paid.

Does the $75,000 have to  include benefits?

Yes.  The 75,000 is total compensation to the employee, or individual under a contract for services. 

What is a contract for services?

Any kind of contract with an individual who is providing services to the society such as a cleaning and maintenance contract.  

We are a registered charity and thought we are not allowed to pay our directors so how does that work?

Registered charities are not permitted to pay any kind of compensation or remuneration to their directors for being directors. That means paying them for coming to meetings, taking minutes or chairing a meeting. Many funders such as BC Housing and Gaming also have this restriction (and so it would apply to non-charities where they have funder restrictions). 

If there are no restrictions on the society then it can remunerate (pay) the directors.  If they decide to do so, the amount must be disclosed on the financial statements. 

What about expenses?  

Reasonable expenses incurred by directors in carrying out their duties as a director may be reimbursed (e.g. parking for a meeting, travel for an AGM), in accordance with a society’s expense policy. 

                                            

Section 20(2) of the Act provides that the following are also Official Records: 

(a) the minutes of each meeting of directors, including

(i) a list of all of the directors at the meeting, and                    

(ii) the text of each resolution passed at the meeting;

(b) a copy of each consent resolution of directors and a copy of each of the consents to that resolution;

I am the secretary how do I keep the minutes of directors’ meetings?  

Sections a and b describe what should be in the minutes of directors meetings.  Discussion should be kept to a minimum.  Minutes should focus on the decisions taken (resolutions passed) by the directors.  

(c) adequate accounting records for each of the society's financial years, including a record of each transaction materially affecting the financial position of the society. 

Accounting records means the general ledger and any supporting documentation including bank statements and donation receipts (if a charity).

 

What does Access to Records mean?

Access means that members, directors  and the public  can look at and get a copy of the official record (inspect and seek disclosure of).


What Official Records can a member of the public access?

Constitution, Bylaws, Register of Directors and Financial Statements.


What Official Records can a director of the society access?

All of them.  


What Official Records can a member of a society access?

All of them unless there is a restriction in the bylaws limiting access to directors meeting minutes, directors consent resolutions and accounting records.  


What is a bylaw restriction?

A bylaw restriction is a provision in the bylaws of the society that restricts access to the director’s meeting minutes, directors consent resolutions and the accounting records of the society. It is a good idea to consider a restriction if the society wants to prevent automatic access to these records.  


Automatic access? Does that mean a member can call us up on the telephone and demand a copy of the membership register?  

No, it doesn’t. A society can require a member to attend the office (or a location where records can be viewed) within regular office hours. When they come to the office a staff member, or director should be there at all times. If requested a copy can be made. The society can charge the member for reasonable copying costs; the society cannot charge more than 25 cents per page. It is important to remember that if the society collects personal information beyond what is required such as telephone number they should redact all of that information before making it available for inspection by the member.  


What about accounting records?  Surely they aren’t open for inspection.

In fact according to s. 20(2) accounting records are open for inspection and disclosure unless there is a restriction in the bylaws. Accounting records often includes bank statements and donation receipts (among many other documents). If there is not a restriction in the bylaws then the personal information of other people will need to be redacted BEFORE the access request is granted by the society.  That is why a restriction may make this much easier for the society.  


What does a bylaw restriction need to include?

It needs to state first what Official Records are available for inspection such as those under s. 20(1) The bylaw also needs to state that all other records are restricted and  access is at the sole discretion of the Board. 


What do you mean sole discretion?  

Remember that the Board can choose to allow the inspection and/or disclosure of an Official Record if it decides to do so. An example might be where a member wants to see the minutes of a specific director’s meeting where an issue was discussed. Providing access to the record may put the member’s concerns at ease and resolve a problem or misunderstanding easily.   The main thing for the society is that they decide on a case by case basis (at their sole discretion.)


How should the Official Records be kept?

In an Official Records folder (electronic and/or paper), separate from other non-official records that likely contain other information.


Can Official  Records be kept in a digital form?

Records have to be accessible in the event of a request. They can be kept digitally and/or in hard copy or in the cloud. Either way, they must be available and accessible upon request.


What should we communicate to members when they provide us with their contact information? 

Members should be advised that their name and one piece of their contact information can be shared with other members for purposes under the Societies Act. If they have a preference, they should be able to specify which piece of information they would like to have made available to other members (e.g. home phone, personal phone, personal email, work email or other). 


How do we know if members have been told that their contact information can be shared?

Hopefully because you included a reference to this in the membership application and in your society’s privacy policy. 

A privacy policy is a requirement of the Personal Information and Privacy Act. There is an example at http://lawfornonprofits.ca/resources 


Don’t we have to get their consent before disclosing their contact information to other members?

Ideally yes, however, in many cases a general privacy policy might be broadly enough worded to satisfy the PIPA requirement. That is why it is important that the society do what it can now to safeguard the Official Records and know what to do if/when a request is made.


What can we do to protect the society when an access to records request is made?

Draft an Access to Records Request Policy! This will include the steps that the individual making the request needs to take, as well as how the society will then deal with the request.   If they must physically come to the office and during what hours/days, how to deal with electronic files, if copies will be provided, who will be present, how much notice must be given, who in the society must deal with the request and make the proper redactions, etc.


So, a member has requested the Register of Directors, do I have to just give it to them?

No. First follow the procedure set out in your Access to Records Policy. Also make sure that you are not sending an internal list that includes more than one piece of contact information. The register should only have the name and one piece of contact information.


One of our directors does not want to give their email address because it is a work related one. What do I do?

The society could create email address for each individual member of the Board.  Or the director could create another email address for the purposes under the Societies Act.  


We are a women serving organization and have concerns for our members or directors safety.  What do we do?

Again the contact information can be the address of the society so long as the society can accept service on behalf of the individual director. So long as the society has a legitimate reason to refuse to provide information under PIPA it can do so. For more information on PIPA you can view our resources on privacy, including the section in the Legal Self Assessment Tool on privacy.


What about the register of members?

First of all make sure your membership register includes only the personal information required under the Societies Act: name, class of member (if any) and ONE piece of contact information. Any other personal information or extraneous information should be redacted before disclosure.


What if a member does not want to have their contact info shared with another member?

That’s going to be an issue since the society needs to have a contact email so that it can provide notice of meetings, etc. This is a good example of a situation where the member can provide an email that they have created for the specific purpose of being a member of your society. This is also the point at which the society may need to reconsider its membership structure or acceptance process.


We are a film festival and everyone has to be a member to join, how do we manage this?

Well, in the first place every member must be made aware that the contact email they give can be shared with the other members. This would be one of the situations where if a request is made it will be extremely important to have a restriction in the bylaws and a policy to guide the society.  


Someone has made a request to our society for access to the membership register. What do we do?  

Well first of all what is their reason for making the request?  Sometimes individuals will seek access without having a reason. You should have in your Access to Records Policy that requests need to be in writing and need to state the reason for the request, which needs to be for a purpose allowed under the Societies Act, namely to communicate with other members 


What does “purposes under the Societies Act” mean?

To access records under the Societies Act the member must provide a reason. The reasons must be for purposes under the Societies Act. Those purposes are: to requisition a special meeting, to seek to put a member proposal to members (a topic on the AGM agenda) and communicating with members about either the requisition or proposal.


Can we refuse access to the membership register?

Well, yes and no. Section 24 of the Societies Act allows the Board to pass a resolution to prevent or restrict disclosure if doing so would be harmful to the society to provide access to the registry. 


Can you give me an example?

A community and social service society that provides counselling, childcare as well as recreational activities to its community has a membership of 1100 including many vulnerable folks who have accessed its counselling services.  After a member made a request they decided to revise their membership structure so that participants were no longer automatically members of the society.  As a result,  only individuals who had an interest in the governance of the society or who wanted a role became members.  Applications were also vetted by the Board’s delegate, the Executive Director.  They established criteria that folks live in the area and have volunteered.  They now have 50 members.  A much more manageable number.  


What happens after the Board passes the resolution declaring that the disclosure would be harmful?

That’s not entirely clear. The Societies Act goes on to say that the registry must eventually be disclosed so long as the reasons are valid. There is no clear legal understanding of what ‘harmful’ means nor to the extent that a society’s refusal of access to records is enforceable. It is possible that the refusal would be permissible if providing access could harm vulnerable members of your society (such as providing the Register of Members for a society that provides access to abortions or counselling on substance abuse) or if there is reason to believe that the request for access to records is for nefarious purposes (such as to benefit their personal business) and not for the reasons that are valid under the Act. These are issues that will likely go to the CRT if challenged and/or may require professional legal advice if your society is in this situation.


So does this mean that we have to allow a member to communicate directly with other members to lobby them if they say want to elect a new Board or on the subject of a member proposal?

Quite possibly. This is one of the areas that may cause some concern since the society would not be able to control the information that gets to members and in the era of fake news it is possible someone could spin a whole narrative that is manifestly false.  

It is possible that an internal listserve could be used for communication purposes with members and that this might satisfy the obligation to allow communication under the Societies Act.  

How does a member make an Access to Records Request?

In order to inspect the records of a society, a member must make a request to that society in writing (delivered by mail or email) stating the Official Record they are requesting and their reasons for seeking access to the Official Record.

  

How does a director make an Access to Records Request?

Directors have a legal right to access all Official Records of a society.  Like members, directors  only use that access for purposes provided under the Societies Act. Other internal documents are subject to your society’s own record keeping policies.

 

How does someone in the public make an Access to Records Request?

Any member of the public can gain access to the information on a society kept by the BC Registry. This is the Constitution, the Bylaws, the Certificate of Incorporation, the Statement of Directors, and Registered Office. Anyone can go to BC Online or a Service BC office, request a corporate search on a society, and get that information. A member of the public can also request from the Society directly the society’s Financial Statements.

 

If your society is a registered charity then much of the financial information contained in a financial statement is also available through the T3010, which is available online or through the Charities Directorate. 


The society does not provide access to the record, now what?

The member can contact the BC Registry to request that the registrar issue an order to force the society to allow access. 


Does a member have to make an application to the Registry before it can access the Civil Resolution Tribunal?

No, though both the Registrar and the Tribunal  will ask the claimant to demonstrate that they have made the request for access to records in writing.


How long does a society have to keep Official Records or other documentation?

The Societies Act requires that “relevant” records be kept for 10 years. For more on this see our access to records and recordkeeping resources. 


What do we do with other records like membership lists?   

A membership list is different from the membership register, a membership list may include things like donation history, multiple ways of contacting the member and more.  The list can be marked as internal and kept them in your regular files.