[BCMA] Changes to the BC Society Act - what you need to know

Fri May 22 13:18:22 PDT 2015

What you need to know about the changes to the BC Society Act

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Patricia Huntsman<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=9305d8d43b&e=04a749852a>, a presenter at ArtsBC's recent Cultural Commons in Penticton, is a member of a growing field of cultural management professionals in North America, Patricia Huntsman is a sought-after and respected voice at the forefront of culture-led economic and community development in Canada.
Thanks Patricia for passing along the following highlights from the recent changes to the Society Act!

Canada: BC Society Alert: New Societies Act Coming!
Last Updated: May 18 2015
Article by Michael Blatchford<http://artsbc.us1.list-manage2.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=e005996753&e=04a749852a> and Bryan A. Millman<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=d60fa4642d&e=04a749852a>
Bull, Housser & Tupper LLP<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=e226416be8&e=04a749852a>
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 Changes to the British Columbia Society Act
The provincial legislation that creates and governs all societies in British Columbia is receiving an overhaul. The current Society Act dates from 1977 and while outdated in some respect remains the legislation of choice for not-for-profit organizations in BC. The new Societies Act (the "Act") was driven by a growing need to modernize the regulatory scheme governing societies in BC. On April 22, 2015, the Act received third reading at the BC legislature. The replacement legislation will likely come into force within a year.
Below is a brief summary of five of the most significant features under the Act.
1.     Qualifications of Directors – The Act creates certain qualifications that all directors of societies must meet. Among other things, directors must have no recent convictions for fraud, be bankrupt and be (with some exceptions) be at least 18 years of age. A director who does not meet these qualifications will be required to resign. A society is free to set out additional qualifications in its bylaws. The Act also expressly allows for "ex officio" directors – that is, directors who become directors because of a particular attribute or position they have or hold, and not as a result of an election.
2.     Unalterable Provisions & Special Resolutions – Most societies are well aware of the threshold for special resolutions, currently set at 75% or more of votes cast. The Act reduces the threshold to pass a special resolution at a meeting from 75% to 66%. However, it also allows a society set a higher threshold for special resolutions, up to unanimous approval! This flexibility for special resolutions can be used to offset the fact that under the Act, there can be no unalterable provisions of a society's constitution. Upon transitioning a society under the Act, currently unalterable provisions will become alterable and must be moved from a society's constitution into its bylaws.
3.     Member Proposals – Members of a society have always been able to requisition a special meeting for a specific purpose, provided that at least 10% sign the requisition. The Act will add to this, creating a right for members to add specific issues to the agenda of an existing members' meeting. A "member proposal" must be added to the agenda if the proposal is signed at least 5% of the society's voting members. A society's board of directors have the discretion to reject the proposal if it is substantially similar to an issue that has already been proposed at an annual general meeting in the past two years.
4.     Member Funded Societies – The Act creates a new concept that did not exist under the former legislation - it differentiates between publicly funded societies and "member funded" societies. A member funded society is a society that is funded primarily by its own members to carry on activities for the benefit of its members. Due to the private nature of its funding, the Act outlines relaxed standards regarding corporate governance, financial disclosure, and distribution of assets upon dissolution for member funded societies. Sports clubs and professional organizations are anticipated as the types of organizations intended to fit into this new category, although others may meet the criteria. A publicly funded society is a society that obtains funding from the public or government in excess of a monetary threshold to be prescribed by regulation. Registered charities, student societies and hospital societies cannot be member funded societies.
5.     Senior Managers – The Act will introduce the concept of a "senior manager", which is any individual that has been appointed by the directors to manage the activities or affairs of the society. A senior manager may be an employee, contractor or volunteer. The Act imposes certain duties on all senior managers (including the duty to disclose a conflict of interest) but also provides rules on indemnification, insurance, and limitation of liability for such persons. The purpose of regulating senior managers is to decrease the potential for mismanagement.
6.     Public Disclosure of Remuneration – The Act requires a society to disclose the remuneration, if any, paid to its directors and to its ten highest paid employees and contractors earning over an amount to be prescribed by regulation. This disclosure must be made in a society's annual financial statements, which are available to society members and to the public. To counterbalance any privacy concerns, the names of the directors, employees and contractors need not be included in the financial statements. This disclosure of remuneration requirement is inapplicable to "member funded" societies.
The new Societies Act is expected to come into force in 2015 and will contemplate a two-year grace period during which existing societies will be expected to transition.
Originally published in Vantage Point's May 14, 2015 blog post.
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.

HOW CAN YOU LEARN MORE?

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The New Society Act: What you need to know

Non Profit Charities Legal Outreach<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=10dfaafc55&e=04a749852a>
Wednesday, May 27, 2015 from 9:15 AM to 12:30 PM (PDT)
Vancouver, BC<http://artsbc.us1.list-manage2.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=9aad3026d7&e=04a749852a>

The Workshop:
Everything you need to know about the new Society Act. The objective of the workshop is to help participants to learn what they need to know to transition effectively under the new Act.

The Facilitators: Martha Rans<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=a5b9201f3a&e=04a749852a> (Lawyer) and Alison Brewin<http://artsbc.us1.list-manage1.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=78b46f7070&e=04a749852a> (Non-profits consultant).

Gordon Neighbourhood House
1019 Broughton Street
Vancouver, BC V6G 2A7
Canada
Wednesday, May 27, 2015 from 9:15 AM to 12:30 PM (PDT)

Cost:  $50

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WEBINAR - Changes to the BC Society Act
This is an online event.
How will the Changes to the BC Society Act Affect Your Organization.
Join us for a 60 minute power presentation with Michael Blatchford, Charities and Not-for-Profit lawyer with Bull Housser, to hear the highlights of the changes anticipated with the new BC Societies Act.
Michael will explain what the new Act will mean to your Society’s current corporate and governance practices, highlight significant changes from the current legislation, and provide tips on how to prepare your board and your organization, and be available to answer questions your team may have.
Program Details
Facilitator: Michael Blatchford, Charities & Not-For-Profit lawyer with Bull Housse
Cost: $25.00
Schedule: June 9, 2015 l 12:00pm to 1:00pm PST
Suggested participants: Executive Directors/CEOS, Board Directors & other Senior Leaders
Location: This is an online event.

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Welcome to BC Creative Convergence
This is your invitation to join your arts, culture, and heritage community colleagues in a province-wide conversation about the development of a cultural policy framework for British Columbia.
ArtsBC and The BC Alliance for Arts + Culture are holding a province-wide series of Community Cultural Roundtables. These Roundtables are part of the BC Creative Convergence project launched by the Alliance for Arts + Culture in 2013.

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May 26
Victoria<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=4e37afee0b&e=04a749852a>
The Arts Centre at Studio Hill
7 - 10 p.m

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May 26
Vancouver (second session added)
The Post at 750
1 - 4 p.m. (FULL)
OR
Alliance for Arts + Culture boardroom
6 - 9 p.m.
RSVP - evening session<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=0926452318&e=04a749852a>

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Congratulations To The Winners of ArtsBC's Survey Contest!
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Established in 1964, Performing Arts BC (formerly the BC Association of Performing Arts Festivals), is a not-for-profit charity which acts as the umbrella organization for 34 regional performing arts festivals throughout the province. These festivals are as diverse in size and scope as the communities they represent. Over 32,000 young musicians, dancers and dramatic artists, ranging in age from 5 to 28, participate each year in one of these regional festivals. The festival setting gives them an opportunity to gain invaluable educational and performing experience. The Provincial Festival, also known as The Provincials, is the eagerly anticipated pinnacle of BC's festival circuit. Hosted by a different regional festival each year, only the most promising young performers from each regional festival are recommended to the Provincial Festival where they compete and participate in adjudicated sessions, master classes, coaching, workshops and technique classes with some of North America's finest adjudicators. Classes are offered at the Provincial level in Classical Voice, Musical Theatre, Piano, Strings, Woodwinds, Brass, Guitar, Chamber Music, Speech Arts, Ballet, Modern Dance and Stage Dance. The very best performers in various music disciplines are then recommended to move on to the National Music Festival.  This year's festival is in Powell River, May 26-30.  Click here<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=93cb3ad587&e=04a749852a> for more info!

ArtsBC offered 50% off a 2016-17 membership to a random organization that filled out our Cultural Commons Survey last week.  When we heard that our lucky winner was Performing Arts BC, well, we're just so impressed with their work with our province's youth that we decided it would be nice to offer them a free ride next year so we bumped it up to a FREE membership for next year!  Congrats to a very worthy organization!

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The cast and crew of Victoria's West My Friend, the awesome Night Market Band at ArtsBC's Cultural Commons at the Shatford Centre, Penticton!  For more info on West My Friend, be sure to check out their website here!<http://artsbc.us1.list-manage1.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=3f90183da7&e=04a749852a>  And to set you up for the weekend, here's their song "Take it Slow."

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WEST MY FRIEND, "TAKE IT SLOW"

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Not an ArtsBC Member?
Be a part of a province-wide network of arts councils, artists and other non-profit art service organizations involved in arts and culture in BC. Membership offers a chance to make connections with others working and volunteering in the arts and culture sector and to access resources to help you, your organization and your community. But best of all - our executive director, our plaid lovin' Scotsman Neil, will actually talk to you ON. THE. PHONE. when you have a problem!  Give him a call 250-354-5094! More info here.<http://artsbc.us1.list-manage.com/track/click?u=d66c4c06384bb66eb4d1633d3&id=25b0b5e957&e=04a749852a>

ArtsBC gratefully acknowledges the financial support of the Province of BC through the BC Arts Council, the Department of Canadian Heritage, our members and donors.

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