This Fact Sheet provides information about the legal rules non-profits must follow for keeping official records. 

The Societies Act requires all BC non-profits keep what are called “official records” and to make some or all these records available to directors, members of the society, and members of the public.  Official records a non-profit must keep, either in digital or paper format, are outlined in sections 20(1) and 20(2) of the Societies Act. These records are ones about governance, members, directors, and finances of the non-profit: 

The best practice is to keep all records in one format, either digital or paper, and to have at least one backup. For example, paper files (printouts) provide a backup for digital (computer) records.  A further, best practice is for non-profits to have a designated folder in which to keep all its official records. 

This Fact Sheet provides information about the legal rules non-profits must follow for keeping official records about its directors.

Non-profits must keep and store certain official records about its directors. Section 20 of the Societies Act requires several records be kept about directors. These include: 

●    The Statement of Directors and Registered Office includes the names of directors and one piece of contact information for each director and the address of its registered office. This address is the one at which the non-profit receives mail and is also usually the place where its records can be accessed/located.
●    The Register of Directors includes the names of the non-profit’s directors, the contact information provided by the directors, the date they were elected/appointed, and the date their term expired. The Register should only include one piece of contact information.
●    Written consents to act as directors of the non-profit. Under section 42 of the Societies Act, individuals cannot be appointed or elected as directors of a non-profit unless they consent to be a director. Their consent may be given verbally at a meeting or by using a specific form.  If you are relying on the meeting minutes then the minutes would have to read “Jane Smith” consented to her election as a director.
●    Best practice is to have the consents on a form .A sample consent to act as director is provided in the document templates.
●    Written resignations of directors. A resignation occurs when a director leaves before the expiry of their term i.e. due to moving, illness, or some other reason. A copy of an email from the resigning director is considered a written resignation.

Director records should be stored in the non-profit’s official records folder.
 

This Fact Sheet provides information about the legal rules non-profits must follow for keeping official records about its members.

Non-profits must keep and store certain official records about its members. Section 20 of the Societies Act requires a non-profit to keep a Register of Members in its official records folder. This document is different from the Register of Directors. It is also not a membership list or directory  or Client Relationship Management (CRM) software; it is a separate record that must be kept.

The Register of Members lists the names of members of the non-profit and the contact information the member has provided for this purpose. No other information should be included in the Register of Members. 

The Register of Members is organized by different classes of members if different classes exist. Classes are groups of members that have different sets of rights. For example, some non-profits have voting and non-voting classes of members. If a non-profit has more than one class of members, it is required to describe each class and list its respective rights in its bylaws.  If applicable, the class of a member is recorded in the Register of Members.

Classes of members are not the same as categories of members. Some non-profits have categories of members such as gold and silver.  

The Register of Members is an official record and can be accessed by others so it should not be treated like a contact list. The Register of Members should be stored in the non-profit’s official records folder. Non-profits must take special care with its Register of Members.

The members and directors of a non-profit have a right to inspect and obtain copies of the Register of Members.

If the directors are of the opinion that access to the information in the Register of Members would be harmful to the society or to the interests of one or more of its members, then the directors may pass a resolution restricting access to the Register of Members. Once access has been restricted, a member who wishes to inspect the Register of Members must apply in writing to the society, stating the applicant's name and that the information in the Register of Members will not be used for any purpose except to:

• requisition a meeting of members;

• submit a member proposal;

• call a meeting of members under s. 138 of the Societies Act; or

• attempt to influence voting members.

As of writing, the courts have not commented on what is considered "harmful" under this section of the Societies Act. The Civil Resolution Tribunal has so far consistently ordered that non-profits give members access to the Register of Members, even when access to the Register of Members was restricted by directors' resolution. However, the courts have not commented on whether the directors might refuse to share information from the Register of Members if doing so poses an serious risk of harm to person or property.

This Fact Sheet provides information about the legal rules non-profits must follow for keeping official records about its member meetings.

Non-profits must keep and store certain official records about its general member meetings. Section 20 of the Societies Act requires non-profits to keep records of member meeting minutes and written resolutions of members.  

Non-profits make important decisions about its activities at its member meetings. The records of those meetings are important for documenting these decisions. Non-profits should keep full and accurate minutes of every general member meeting in its official records folder. A complete set of minutes lists the date, time, location, members in attendance, and purpose/type of meeting. For example, if the member meeting is an Annual General Meeting (AGM), the minutes should indicate that type of meeting. 

Best practice for member meeting minutes is to include the name of the chair at the meeting, movers and seconders of motions (if required by the bylaws), and specific outcomes of votes e.g., whether a resolution was passed or seconded. Further, the minutes should also include the text of each resolution passed at the member meeting and the results of elections, if any.  It is not necessary (or even recommended in many cases) to summarize reports, debates, or discussions, in the minutes. Any record of discussions at member meetings should be very high-level and not attribute comments to specific speakers.

Sometimes a non-profit needs to make decisions outside of member meetings. These decisions can be made by way of a written resolution. Written resolutions are when the specific wording of a proposed decision (e.g., to amend the bylaws) is sent to all the non-profit’s members. This process is usually done instead of or in place of a general member meeting. To be approved, members must send the non-profit their written consent for the decision to be approved. Every written resolution passed by members should be kept in the official records folder.

Meeting minutes and written resolutions are often needed during audits and at other pivotal times. These records are important if disputes arise about decisions made by a non-profit.

Meeting minutes should be stored in the official records folder