Key information and dates:
23 August 2019 deadline for comments
1 August 2019 11am - 12:30pm Vantage Point and Law for Non Profits hosted a session to discuss the amendments and comments on them that can be submitted to the province. See the RECORDING of the session HERE: https://vimeo.com/351480551
The provincial government through the Ministry of Finance has announced amendments to the Societies Act, the act the governs non profit societies incorporated in British Columbia. These proposed amendments are summarized in an Appendix, here. The Ministry of Finance describes the proposed amendments as follows:
The purpose of these proposed amendments is to ensure the Act remains and becomes even more user-friendly. In doing so, the proposed amendments are aimed at addressing ambiguities, omissions and inconsistencies within the Act and other legislation. They will also streamline, update and refine processes, and remove unnecessarily burdensome Corporate Registry filing requirements.
Based on our preliminary review, we believe most of the 36 proposed amendments will accomplish housekeeping goals, and provide increased clarity. Here are a couple of the amendments that we believe societies will be most interested in or impacted by:
Proposals 1 and 4 clarify the meaning of “general meeting” to exclude informal gatherings and the kind of meeting referred to at various points in the Act.
Proposal 2 clarifies that where there is no term of office for directors the bylaws must set out how directors cease to hold office.
Proposal 3 regarding the “register of members” specifies that a society must keep the name of each member and the date on which each person became a member in its register of members. The proposal goes on to say that “to protect the privacy of members, the register of members must not contain any other information.“
Comment: This amendment does not remove the requirement that contact information be made available. Therefore, we feel it does not address the privacy concerns many societies have about the release of this information.
Proposal 8 specifies that a society will have to report all employees or contractors who received $75,000 or more in total remuneration.
Comment: Currently a society has the option of only reporting the top 10 most highly remunerated individuals. In some societies, there may be more than 10 employees or contractors in this position, or the society may pay employees in bands and be unclear about which employees or positions are listed. This change will provide greater clarity on the remuneration paid to the highest earners in a society. If the goal is certainty and transparency, a preferable way to accomplish this would be to mirror the CRA’s charity reporting framework. The CRA requires societies to report how many employees or contractors are at various levels of remuneration, including lower bands. This provide a more realistic picture of the non profit sector (especially the majority of the 27,000 societies in BC who do not have multiple employees making >$75,000), and provides simple accountability to donors, funders and the public.
Proposal 13 extends the diligence defence that directors are explicitly granted to senior managers (section 61).
Proposal 17 and 19 refine requirements for member requisitions and proposals respectively. Word limit is increased from 200-500 words. Proposals are not intended to cover “informal matters.”
Proposal 18 would allow societies with memberships of >100 to use public posting as a method of providing notice.
Proposal 35 says that societies who have not yet transitioned may still be able to file a valid transition application.
While we applaud the initiative of the province on these amendments, we lament that this opportunity is not also being used to address some of the more substantive and systemic issues facing societies in BC. Some of our commentary on these issues, including the relative unpreparedness of the sector to be interacting with the Civil Resolution Tribunal in relation to member disputes and access to records, can be found on our site, including our recent submission to the Select Standing Committee on Finance and Government Services as part of the 2020 Budget Consultation.
The Ministry of Finance is encouraging societies, their members, the legal community and the public to comment on the proposed amendments (they note that “only comments to the listed amendments in the Appendix will be considered and no responses will be provided). The deadline for feedback is August 23, 2019, 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