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2015 Legislative Session: 4th Session, 40th Parliament

FOR REPORT

The following electronic version is for informational purposes only.

The printed version remains the official version.

Certified correct as amended in Committee of the Whole on the 22nd day of April, 2015

Craig James, Clerk of the House

HONOURABLE MICHAEL DE JONG

MINISTER OF FINANCE

BILL 24 – 2015

SOCIETIES ACT

Contents

Part 1 –

Definitions

Definitions

Part 2 – Fundamental Matters in Relation to Societies

Division 1 – Nature of Societies

Purposes

No share capital

Restrictions on distributions

Liability of members

Capacity and powers of society

Restricted activities and powers

Persons may rely on authority of societies and directors, senior managers

and agents

Division 2 – Name and Governing Documents

Name

Constitution

Bylaws

Statement of directors and registered office

Division 3 – Incorporation of Societies

Application for incorporation

Incorporation

Division 4 – Alterations to Constitution and Bylaws

Alterations to constitution

Effect of change of name

Alterations to bylaws

Part 3 – Registered Office and Records

Division 1 – Registered Office

Registered office

Change of registered office

Division 2 – Society Records

Records to be kept

Old records need not be kept

Location of records

Maintenance of records

Inspection of records

Inspection of register of members may be restricted

Inspection of register of directors

Copies of records

Copies of financial statements

Division 3 – Distribution of Records

How record is sent

How record is delivered

When society receives record

How record is served on society

Part 4 – Finance

Division 1 – Investment and Borrowing

Investment of society's funds

Borrowing and issuance of securities

Division 2 – Financial Statements

Financial statements

Reporting on remuneration of directors, employees and contractors

Reporting on financial assistance

Issuance of financial statements

Copies of financial statements of subsidiary

Part 5 – Management

Division 1 – Directors

Number and residency of directors

Employment of directors

Designation, election and appointment of directors

Directors must be qualified

Persons qualified to be directors

Additional qualifications of directors

Remuneration and reimbursement of directors

Validity of acts of directors

Division 2 – Changes Respecting Directors

When director ceases to hold office

Resignation of directors

Removal of directors

Registry filings respecting directors

Division 3 – Role of Directors

Functions of directors

Duties of directors

Proceedings of directors

Application of this Act to persons performing functions of director

Division 4 – Directors' Conflicts of Interest

Disclosure of director's interest

Accountability

Validity of contracts

Division 5 – Directors' Liability

Directors' liability for money or other property distributed

Limitations on liability

Division 6 – Senior Managers

Senior managers

Disclosure of senior manager's interest

Division 7 – Indemnification of Directors and Senior Managers and Payment of Expenses

Definitions

Indemnification and payment of expenses

Indemnification or payment prohibited

Insurance

Part 6 – Members and General Meetings

Division 1 – Membership

Membership

Classes of membership

Termination of membership

Discipline and expulsion of member

Division 2 – General Meetings and Annual Reports

Annual general meetings

Deemed annual general meeting

Society must file annual report

Other general meetings

Requisition of general meeting

Location of general meeting

Notice of general meeting

Notice of special resolutions

Waiver of notice

Powers of court respecting general meetings

Members' proposals

Quorum

Participation in general meeting by telephone or other communications medium

Division 3 – Voting

Right to vote

Proxies

Part 7 – Corporate Reorganizations

Division 1 – Amalgamation

Definitions

Application for amalgamation

Prerequisites to filing amalgamation application

Amalgamation

Effect of amalgamation

Restrictions on amalgamation

Division 2 – Disposal of Society's Undertaking

Disposal of undertaking

Division 3 – Continuation and Conversion

Definition of "special Act non-share corporation"

Application for continuation into British Columbia

Application for conversion of special Act non-share corporation

Continuation or conversion

Effect of continuation or conversion

No continuation out of British Columbia

Division 4 – Arrangements

Arrangement may be proposed

Powers of court respecting arrangements

Registry filings respecting arrangements

Part 8 – Remedies

Division 1 – Court Proceedings

Complaints by members

Derivative actions

Compliance or restraining orders

Court may remedy irregularities

Relief in legal proceedings

Division 2 – Proceedings Respecting Records

Registrar or court may order access or copies

Applications to court to correct records

Missing records

Part 9 – Audit

Application of

Part

Appointment of auditor

Persons qualified to act as auditor

Independence of auditor

Capacity to act as auditor

Removal of auditor during term

Examination and access

Auditor's report

Right of auditor to attend general meeting

Member may require auditor to attend general meeting

Auditor must answer questions if present at general meeting

Amendment of financial statements and auditor's report

Qualified privilege in defamation proceedings

Part 10 – Liquidation, Dissolution and Restoration

Division 1 – General Rules Respecting Liquidation and Dissolution

Liquidation and dissolution

Distribution of property before dissolution or on liquidation

Stay of proceedings on insolvency

Division 2 – Voluntary Dissolution without Liquidation

Dissolution by request

Division 3 – Voluntary Liquidation

Voluntary liquidation

Appointment of liquidator in voluntary liquidation

Commencement of voluntary liquidation

Division 4 – Court-Ordered Liquidation and Dissolution

Court-ordered liquidation and dissolution

Appointment of liquidator in court-ordered liquidation

Commencement of court-ordered liquidation and dissolution

Division 5 – Qualifications, Appointment and Removal of Liquidators

Qualifications of liquidator

Validity of acts of liquidator

Filing and publication of notice of appointment

Removal of liquidator in voluntary liquidation

Liquidator ceasing to act must file notice

Filling vacancy in office of liquidator

Division 6 – Conduct of Liquidation

Definition of "commencement of liquidation"

Effect of resolution or order for liquidation

Meeting of creditors

Creditor must commence action on claim

Duties of liquidator

Powers of liquidator

Unclaimed or undistributed property

Limitations on liability

Duty to assist liquidator

Division 7 – Powers of Court

Powers of court respecting liquidation

Division 8 – Dissolution of Society

Final meeting and dissolution

Dissolution on completion of liquidation

Division 9 – After Dissolution

Discharge of liquidator by court order

Retention of society's records by liquidator

Registrar's duties after dissolution

Division 10 – Effect of Dissolution

Effect of dissolution

Dissolved societies deemed to continue for litigation purposes

Liability of persons who receive distributions

Liabilities survive

Division 11 – Restoration of Dissolved Society

Definition of "applicant" and application of Division to society dissolved

under former Act

Prerequisites to application for restoration by registrar or court

Application to registrar for restoration

Restoration by registrar

Application to court for restoration

Filing of restoration application with registrar in court-ordered restoration

Effect of restoration

Corporate property to be returned to restored society

Registrar's duties after restoration

Part 11 – Extraprovincial Non-Share Corporations

Division 1 –

Definitions and

Interpretation

Definitions

When extraprovincial non-share corporation deemed to carry on activities in British Columbia

Division 2 – Registration

Extraprovincial non-share corporations must register

Attorneys

Assumed name

Procedure for registration

Registration

Registrar may order change of name

Effect of registration

Service of records on registered extraprovincial non-share corporation

Division 3 – Registry Filings

Registered extraprovincial non-share corporation must file annual report

Registered extraprovincial non-share corporation must notify registrar of changes

Cancellation or change of assumed name

Division 4 – Cancellation of Registration

Cancellation of registration by registrar

Cancellation of registration of inactive or defunct extraprovincial

non-share corporation

Cancellation of registration by Lieutenant Governor in Council

Effect of cancellation of registration

Publication of notice of cancellation

Division 5 – Reinstatement of Registration

Definition of "applicant"

Application for reinstatement of registration

Reinstatement

Effect of reinstatement

Registrar's duties after reinstatement

Part 12 – Special Societies

Division 1 – Member-Funded Societies

Definitions

Statement in constitution that member-funded society exists primarily

for members

Ceasing to be member-funded society

Altering constitution to become member-funded society

Other restrictions on becoming member-funded society

Access to financial statements of member-funded society

Reporting on remuneration for member-funded society

Directors of member-funded society

Member-funded society may convert to company

Distribution of property before dissolution or on liquidation of

member-funded society

Effect of dissolution of member-funded society on joint tenancy

Division 2 – Occupational Title Societies

Definitions and

interpretation

Applications for registration by pre-existing occupational title societies

Publication of names of registered occupational title societies

Effect of registration

Injunction

Bylaw alterations

Cancellation by registrar

Effect of restoration of dissolved occupational title society

Part 13 – General

Division 1 – Administration

Filing of records

Furnishing of records by registrar

Publication

Fees payable to registrar

Division 2 – Government Powers of Investigation and Dissolution

Investigation of society

Involuntary dissolution by registrar

Dissolution by Lieutenant Governor in Council

Application of

Part 10

Division 3 – Application of Business Corporations Act

References in applicable provisions of Business Corporations Act and regulations

Pre-incorporation contracts

Trust indentures, debentures, receivers and receiver managers

Part 14 – Offences and Fines

Offence Act

General offences

Offences respecting records

Misleading statements an offence

Offences respecting unregistered extraprovincial non-share corporations

Fines

Additional liabilities

Limitation period

Part 15 – Regulations

General regulation-making authority

Regulations applying Business Corporations Act and regulations

Other regulations

Part 16 – Transitional Provisions

Division 1 –

Definitions

Definitions

Division 2 – Application of Act to Pre-Existing Societies

References to members, senior managers and filings

Application of provisions to directors and senior managers of

pre-existing societies

General meetings and voting respecting pre-existing societies

First financial statements of pre-existing society

Division 3 – Pre-Transition Societies

Constitution, bylaws and amalgamation of pre-transition society

Pre-existing reporting societies before transition

Pre-transition society may not be member-funded society

Filings respecting directors and registered office of pre-transition society

Division 4 – Transition of Pre-Existing Societies

Pre-existing society must file transition application

Other alterations to bylaws of pre-existing society on transition

Division 5 – Transition of Special Societies

Transition of pre-existing society wishing to become member-funded society

Transition of pre-existing registered occupational title societies

Transition of restored society

Division 6 – Special Societies with Unalterable Provisions

Consent required for alterations to unalterable provisions in bylaws of government-related pre-existing societies

Division 7 – Extraprovincial Non-Share Corporations

Definition of "previously registered extraprovincial society"

Registration requirements

Attorney of previously registered extraprovincial society

References to filings

Division 8 – Regulations

Regulations establishing reporting society provisions

Transitional regulations

Part 17 – Repeal and Consequential and Related Amendments

Repeal of former Act

253 – 364

Consequential and Related Amendments

Amendment to this Act

Commencement

HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:

Part 1 –

Definitions

Definitions

1 In this Act:

"alter" includes create, add to, vary and delete;

"auditor's report" , in relation to financial statements of a society required under

section 35 [financial statements] , means the auditor's report prepared under

section 117 [auditor's report] on those financial statements;

"bylaws" means the bylaws described in

section 11 [bylaws] ;

"consent resolution of directors" means a directors' resolution passed in accordance with

section 54 (2) [proceedings of directors] ;

"constitution" means the constitution described in

section 10 [constitution] ;

"court" means the Supreme Court of British Columbia;

"deliver" means deliver in accordance with

section 30 [how record is delivered] ;

"delivery address" , in relation to the registered office of a society, means the delivery address of the registered office set out in the statement of directors and registered office of the society;

"director" , in relation to a society, means an individual who has been designated, elected or appointed, as the case may be, in accordance with

section 42 [designation, election and appointment of directors] , as a member of the board of directors of the society, regardless of the title by which the individual is called;

"extraprovincial non-share corporation" means a corporation, without share capital, that is incorporated, amalgamated, continued or otherwise formed by or under the laws of a jurisdiction other than British Columbia;

"file" , in relation to a record that must or may be filed with the registrar, means file the record in accordance with

section 209 (1) [filing of records] ;

"former Act" means the Society Act , R.S.B.C. 1996, c. 433;

"furnish" , in relation to a record that must or may be furnished by the registrar, means furnish the record in accordance with

section 210 [furnishing of records by registrar] ;

"general meeting" means a general meeting of the members of a society;

"home jurisdiction" , in relation to an extraprovincial non-share corporation, means the jurisdiction in which the extraprovincial non-share corporation is incorporated, amalgamated, continued or otherwise formed;

"legal proceeding" includes a civil, criminal, quasi-criminal, administrative or regulatory proceeding;

"mailing address" , in relation to the registered office of a society, means the mailing address of the registered office set out in the statement of directors and registered office of the society;

"member" , in relation to a society, means

(

a) an applicant for the incorporation of the society who remains a member of the society, and

(

b) a person who becomes, in accordance with the bylaws, a member of the society and who remains a member of the society;

"ordinary resolution" means any of the following:

(

a) a resolution passed at a general meeting by a simple majority of the votes cast by the voting members, whether cast in person or by proxy;

(

b) a resolution consented to in writing, after being sent to all of the voting members, by at least 2/3 of the voting members;

(

c) if the bylaws authorize indirect or delegate voting or voting by mail or another means of communication, including by fax, email or other electronic means, a resolution passed by a simple majority of the votes cast, in accordance with the bylaws, on the resolution;

"pre-existing society" means a corporation that, immediately before the coming into force of this section, was a society under the former Act;

"property" includes rights and interests;

"publish" , in relation to notice that must or may be published by the registrar, means publish notice in accordance with

section 211 [publication] ;

"qualified recipient" means

(

a) a society, other than a member-funded society as defined in

section 190 [definitions] ,

(

b) a community service cooperative as defined in

section 1 (1) [definitions and

interpretation] of the Cooperative Association Act ,

(

c) a registered charity as defined in

section 248 (1) of the Income Tax Act (Canada) or another qualified donee as defined in

section 149.1 (1) of that Act,

(

d) trustees on trust for a charitable purpose, or

(

e) a person or other entity that is included in this definition by regulation;

"register of societies" means the register of societies and extraprovincial non-share corporations maintained by the registrar;

"registrar" means the individual appointed as the Registrar of Companies under

section 400 [appointment of registrar and staff] of the Business Corporations Act ;

"send" means send in accordance with

section 29 [how record is sent] ;

"senior manager" , in relation to a society, means an individual appointed by the directors of the society under

section 61 (1) [senior managers] ;

"society" means

(

a) a society that is incorporated, amalgamated, continued or converted under this Act, or

(

b) a pre-existing society;

"special resolution" means any of the following:

(

a) a resolution passed at a general meeting by at least 2/3 of the votes cast by the voting members, whether cast in person or by proxy;

(

b) a resolution consented to in writing by all of the voting members;

(

c) if the bylaws authorize indirect or delegate voting or voting by mail or another means of communication, including by fax, email or other electronic means, a resolution passed by at least 2/3 of the votes cast, in accordance with the bylaws, on the resolution;

"spouse" means a person who

(

a) is married to another person, or

(

b) is living with another person in a marriage-like relationship;

"statement of directors and registered office" means the statement of directors and registered office described in

section 12 [statement of directors and registered office] ;

"subsidiary" , in relation to a society, means a corporation that is controlled by the society, and, for the purposes of this definition, a corporation is controlled by a society if the votes carried by the shares or memberships in the corporation that are held directly or indirectly by the society are sufficient, if exercised, to elect or appoint a majority of the members of the board of directors or other governing body of the corporation;

"voting member" means a member of a society who has the right to vote under

section 84 (1) [right to vote] .

Part 2 – Fundamental Matters in Relation to Societies

Division 1 – Nature of Societies

Purposes

(1) Subject to subsection (2), a society may be formed under this Act for one or more lawful purposes, including, without limitation, agricultural, artistic, benevolent, charitable, educational, environmental, patriotic, philanthropic, political, professional, recreational, religious, scientific, social or sporting purposes.

(2) A society must not have, as one of its purposes, the carrying on of a business for profit or gain, but carrying on a business to advance or support the purposes of a society is not prohibited by this subsection.

(3) The registrar may, in writing and giving reasons, order a society to alter its purposes if the registrar considers one or more of those purposes to be contrary to this Act or otherwise unlawful.

No share capital

3 A society must not have capital divided into shares.

Restrictions on distributions

4 A society must not distribute any of its money or other property other than

(

a) for full and valuable consideration,

(

b) in furtherance of the purposes of the society,

(

c) to a qualified recipient,

(

d) for a distribution required or authorized by this Act, including, without limitation, a distribution made in accordance with this Act on the society's dissolution, or liquidation and dissolution, or for a distribution otherwise required by law, or

(

e) for a distribution that is

(

i) of a type authorized by the regulations, and

(ii) made in accordance with the regulations.

Liability of members

5 A member of a society is not, in that capacity, liable for a debt or other liability of the society.

Capacity and powers of society

6 A society has the capacity, rights, powers and privileges of an individual of full capacity.

Restricted activities and powers

(1) A society must not

(

a) carry on any activity or exercise any power that the society is restricted by its bylaws from carrying on or exercising or that is contrary to its purposes, or

(

b) exercise any of the society's powers in a manner inconsistent with those restrictions or purposes.

(2) An act of a society, including a transfer of property to or by the society, is not invalid merely because the act is contrary to subsection (1).

Persons may rely on authority of societies and

directors, senior managers and agents

(1) Subject to subsection (2), a society may not assert against a person dealing with the society that

(

a) the bylaws of the society have not been complied with,

(

b) the individuals who are shown as directors in the register of societies are not the directors of the society,

(

c) a person held out by the society as a director, senior manager or agent

(

i) is not, in fact, a director, senior manager or agent, as the case may be, of the society,

(ii) has no authority to exercise the powers and perform the duties that are customary in the activities of the society or usual for such director, senior manager or agent, or

(iii) has acted contrary to a limitation or restriction on the person's powers or functions,

(

d) a record issued by a director, senior manager or agent of the society who has actual or usual authority to issue the record is not valid or genuine, or

(

e) a record the society is required to keep under

section 20 [records to be kept] is not accurate or complete.

(2) Subsection (1) does not apply in respect of a person who has knowledge, or, by virtue of the person's relationship to the society, ought to have knowledge, of a situation described in paragraphs (

a) to (

e) of that subsection.

Division 2 – Name and Governing Documents

Name

(1) To reserve a name for the purposes of this Act, a person must apply to the registrar.

(2) After receiving an application to reserve a name under subsection (1), the registrar may reserve the name for a period of 56 days from the date of reservation or for any longer period the registrar considers appropriate.

(3) The registrar may, on request, extend a reservation of a name for the period the registrar considers appropriate.

(4) The registrar

(

a) may not reserve a name under this

section unless the name complies with the requirements, if any, prescribed by regulation, and

(

b) may refuse to reserve a name under this

section if the registrar, for good and valid reasons, disapproves of the name.

(5) The registrar may, in writing and giving reasons, order a society to change its name if

(

a) the name of the society is contrary to the requirements, if any, prescribed by regulation, or

(

b) the registrar, for good and valid reasons, disapproves of the name.

(6) If a society has a seal, the society must have its name in legible characters on the seal.

Constitution

(1) A society must have a constitution that sets out

(

a) the name of the society, and

(

b) the purposes of the society.

(2) A society must not have a constitution that contains provisions in addition to the name and purposes of the society.

Bylaws

(1) A society must have bylaws that contain provisions respecting the internal affairs of the society, including provisions respecting the following:

(

a) membership in the society, including

(

i) the admission of members and any rights and obligations arising from membership,

(ii) if there is more than one class of members, a description of each class and the rights and obligations that apply to each class, and

(iii) if members may cease to be in good standing, the conditions under which that may occur;

(

b) the society's directors, including

(

i) the manner in which directors must or may be elected or appointed, and

(ii) the expiry of directors' terms of office, if other than at the close of the next annual general meeting after a director's designation, election or appointment;

(

c) general meetings, including

(

i) the quorum for general meetings, if greater than 3 voting members,

(ii) whether proxy voting is permitted, and

(iii) if the bylaws authorize indirect or delegate voting or voting by mail or another means of communication, including by fax, email or other electronic means, the rules respecting how that voting is to occur;

(

d) any restrictions on

(

i) the activities that the society may carry on, or

(ii) the powers that the society may exercise.

(2) Without limiting subsection (1), a society may, in its bylaws, adopt, with or without alteration, all or any of the set of provisions that are, by regulation, prescribed and designated as the "Model Bylaws".

(3) A society must not have bylaws that contain a provision that is inconsistent with this Act, the regulations or any other enactment of British Columbia or Canada, and if a provision of the bylaws is inconsistent with this Act, the regulations or any other enactment of British Columbia or Canada, the provision has no effect.

(4) If the bylaws of a society provide for a higher voting threshold than the threshold set out in the definition of "special resolution" in

section 1 [definitions] to effect any action that under this Act requires authorization by special resolution, the provisions of the bylaws prevail except that a society must not have a bylaw that provides for a higher voting threshold to remove a director from office under

section 50 (1) (a) [removal of directors] .

Statement of directors and registered office

(1) A society must have a statement of directors and registered office that sets out

(

a) the full names and addresses of the directors of the society, and

(

b) the delivery address and mailing address of the registered office of the society.

(2) For the purposes of subsection (1) (a), the address of a director may be either of the following:

(

a) the director's residential address;

(

b) another address at which the director can usually be served with records between the hours of 9 a.m. and 4 p.m., local time, from Monday to Friday, inclusive.

Division 3 – Incorporation of Societies

Application for incorporation

13 One or more persons may incorporate a society by filing with the registrar an incorporation application that

(

a) sets out the name reserved under

section 9 [name] for the society and the reservation number given for that name,

(

b) contains

(

i) a constitution,

(ii) bylaws, and

(iii) a statement of directors and registered office, and

(

c) sets out the full name and contact information of each of the applicants for incorporation.

Incorporation

(1) A society is incorporated when the incorporation application is filed with the registrar under

section 13.

(2) After a society is incorporated under subsection (1), the registrar must

(

a) issue a certificate of incorporation in which is recorded

(

i) the name and incorporation number of the society, and

(ii) the date and time of the incorporation,

(

b) furnish to the society

(

i) the certificate of incorporation, and

(ii) a certified copy of the following records contained in the incorporation application filed with the registrar under

section 13:

(

A) the constitution of the society;

(

B) the bylaws of the society;

(

C) the statement of directors and registered office of the society;

(

D) the portion of the incorporation application that sets out the full names and contact information of the applicants for incorporation, and

(

c) publish notice of the society's incorporation.

(3) Whether or not the requirements precedent and incidental to incorporation have been complied with, a notation in the register of societies that a society has been incorporated is conclusive evidence for the purposes of this Act and for all other purposes that the society has been duly incorporated with the name, and on the date and time, shown in the register of societies.

Division 4 – Alterations to Constitution and Bylaws

Alterations to constitution

(1) A society may, by filing with the registrar a constitution alteration application, alter its constitution to

(

a) change its name, or

(

b) alter its purposes.

(2) A society must not submit a constitution alteration application to the registrar for filing unless

(

a) the alteration proposed by the application has been authorized by special resolution, and

(

b) in the case of a change of the society's name, the new name is reserved under

section 9 [name] .

(3) An alteration proposed in a constitution alteration application takes effect when the constitution alteration application is filed with the registrar.

(4) After a society alters its constitution under this section, the registrar

(

a) must furnish to the society a certified copy of the altered constitution, and

(

b) must, if the alteration changes the name of the society,

(

i) issue a certificate of change of name that sets out the particulars of the change of name,

(ii) furnish to the society the certificate of change of name, and

(iii) publish notice of the change of name.

(5) Despite subsection (2) (a), authorization by special resolution is not required in respect of an alteration to a society's constitution if the registrar has ordered the alteration under

section 2 (3) [purposes] or 9 (5) [name] .

Effect of change of name

16 A change of the name of a society does not affect any of its rights or obligations, or render defective any legal proceedings by or against it, and any legal proceedings that may have been continued or commenced by or against the society under its former name may be continued or commenced by or against it under its new name.

Alterations to bylaws

(1) A society may alter its bylaws by filing with the registrar a bylaw alteration application.

(2) A society must not submit a bylaw alteration application to the registrar for filing unless the alteration proposed by the application has been authorized by special resolution.

(3) An alteration proposed in a bylaw alteration application takes effect when the bylaw alteration application is filed with the registrar.

(4) After a society alters its bylaws under this section, the registrar must furnish to the society a certified copy of the altered bylaws.

(5) Even if the bylaws of a society identify a provision of the bylaws as being unalterable, the society may alter the provision in accordance with this Act.

Part 3 – Registered Office and Records

Division 1 – Registered Office

Registered office

18 A society must maintain a registered office in British Columbia.

Change of registered office

(1) A society may change one or both of the delivery address and mailing address of its registered office by

(

a) filing with the registrar a notice of change of address of registered office, or

(

b) including the change of address in an annual report filed with the registrar under

section 73 [society must file annual report] .

(2) A change of address of registered office takes effect on the day after the record referred to in subsection (1) (

a) or (b), as the case may be, is filed with the registrar.

(3) After a society changes an address of its registered office under this section, the registrar must

(

a) alter the society's statement of directors and registered office to reflect the change, and

(

b) furnish to the society a certified copy of the altered statement of directors and registered office.

Division 2 – Society Records

Records to be kept

(1) A society must keep the following records:

(

a) the society's certificate of incorporation;

(

b) each certified copy, furnished to the society by the registrar, of the following records:

(

i) the constitution of the society;

(ii) the bylaws of the society;

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

(

c) each confirmation, other certificate or certified copy of a record furnished to the society by the registrar, other than in response to a request;

(

d) a copy of each order made in respect of the society by

(

i) any court or tribunal, in Canada or elsewhere, or

(ii) a federal, provincial or municipal government body, agency or official, including the registrar;

(

e) the society's register of directors, including contact information provided by each director;

(

f) each written consent to act as director referred to in

section 42 (4) (a) [designation, election and appointment of directors] and each written resignation of a director;

(

g) a copy of each record described in

section 56 (3) (c) [disclosure of director's interest] or 62 (3) (c) [disclosure of senior manager's interest] evidencing a disclosure by a director or senior manager;

(

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

(

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

(

j) a copy of each ordinary resolution or special resolution, other than a resolution included in the minutes referred to in paragraph (i), 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;

(

k) the financial statements of the society required under

section 35 [financial statements] and the auditor's report, if any, on those financial statements.

(2) In addition to the records described in subsection (1), a society must keep the following 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;

(

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.

Old records need not be kept

21 For the purposes of this Act, a society is not required to keep a record under

section 20 if

(

a) the record is no longer relevant to the activities or internal affairs of the society, and

(b) 10 years have passed since the record was created or, if the record has been altered, since the record was last altered.

Location of records

(1) A society must ensure that the records it is required to keep under

section 20 [records to be kept] ,

(

a) in the case of records that are not in electronic form, are kept at the society's registered office, and

(

b) in the case of records that are in electronic form, are available for inspection at the society's registered office by means of a computer terminal or other electronic technology.

(2) Despite subsection (1), the directors of a society may, by directors' resolution, specify a location in British Columbia, other than the society's registered office, at which the records, or specified records or classes of records, of the society may be kept or made available for inspection, in accordance with subsection (1), and, if the directors specify a location under this subsection, the records, specified records or classes of records may be kept or made available for inspection, as the case may be, at that location.

(3) If, under subsection (2), the directors of a society specify a location, other than the society's registered office, at which records of the society may be kept or made available for inspection, the society must make available for inspection at its registered office a written notice

(

a) identifying the specified location, and

(

b) listing the records or classes of records that are kept or made available for inspection, as the case may be, at that location.

Maintenance of records

(1) A society may keep a record it is required to keep under

section 20 [records to be kept] in any form that allows the record to be inspected and copied in accordance with sections 24 [inspection of records] to 28 [copies of financial statements] .

(2) A society must take reasonable precautions in preparing and keeping the records it is required to keep under

section 20 so as to

(

a) keep those records in a complete state,

(

b) avoid loss or destruction of or damage to those records,

(

c) avoid falsification of entries made in those records, and

(

d) facilitate simple, reliable and prompt access to those records.

Inspection of records

(1) A member of a society may, without charge, inspect a record the society is required to keep under

section 20 (1) [records to be kept] .

(2) A member of a society, without charge,

(

a) may inspect the portion of a record the society is required to keep under

section 20 (2) (

a) or (

b) that evidences a disclosure, by a director or senior manager, described in

section 56 (3) (

a) or (b) [disclosure of director's interest] or 62 (3) (

a) or (b) [disclosure of senior manager's interest] , and

(

b) may, unless the bylaws provide otherwise, inspect any other record the society is required to keep under

section 20 (2).

(3) A director of a society may, without charge, inspect a record the society is required to keep under

section 20.

(4) A person, other than a member or director, may, if and to the extent permitted by the bylaws, inspect a record a society is required to keep under

section 20, other than the register of members.

(5) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for an inspection referred to in subsection (4).

(6) A society may impose a reasonable period of notice before which, and reasonable restrictions on the times during which, a person, other than a director, may inspect a record.

Inspection of register of members may be restricted

(1) The directors of a society may, by directors' resolution, restrict, as set out in subsection (2), the members' rights to inspect the society's register of members if the directors are of the opinion that the inspection would be harmful to the society or to the interests of one or more of its members.

(2) Despite

section 24 (1), if the members' rights to inspect a society's register of members are restricted under subsection (1) of this section, members may not inspect the register of members except in accordance with this section.

(3) A member of a society whose right to inspect the society's register of members has been restricted under subsection (1) may apply in writing to the society to inspect the register of members.

(4) An application under subsection (3) must include a statement of the applicant that

(

a) sets out the applicant's name, and

(

b) states that the information obtained from the inspection of the register of members will not be used except as permitted under subsection (7).

(5) A member who makes an application under this

section may, without charge, inspect the register of members.

(6) A society may impose a reasonable period of notice before which, and reasonable restrictions on the times during which, a member may inspect the register of members under this section.

(7) A person who has inspected the register of members under this

section must not use the information obtained from the inspection except in connection with

(

a) the requisitioning or calling of a general meeting under

section 75 [requisition of general meeting] ,

(

b) the submission of a proposal under

section 81 [members' proposals] ,

(

c) the calling of a general meeting under

section 138 [filling vacancy in office of liquidator] , or

(

d) an effort to influence the voting of members.

Inspection of register of directors

26 A person must not use contact information that the person obtains from an inspection of a society's register of directors referred to in

section 20 (1) (e) [records to be kept] except in connection with matters related to the activities or internal affairs of the society.

Copies of records

(1) If a person who is entitled under

section 24 [inspection of records] or 25 [inspection of register of members may be restricted] to inspect a record of a society requests a copy of the record and pays the fee, if any, charged under subsection (3) of this

section for the copy, the society must provide the person with a copy of that record.

(2) A society must provide a copy referred to in subsection (1) to the person seeking to obtain the copy by sending the copy to that person promptly, but in no case later than 14 days, after receipt of the request and payment of the fee, if any.

(3) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for a copy provided under subsection (1).

(4) Despite subsection (3),

(

a) a director of a society is entitled to receive, without charge, a copy of a record the society is required to keep under

section 20 [records to be kept] , and

(

b) a member of a society is entitled to receive, without charge, one copy of

(

i) the current constitution and bylaws of the society, and

(ii) the most recent financial statements, as defined in

section 28 (1), of the society.

Copies of financial statements

(1) In this section, "financial statements" , in relation to a society, means the financial statements of the society required under

section 35 [financial statements] and the auditor's report, if any, on those financial statements.

(2) If a person, other than a person who is entitled under

section 24 [inspection of records] to inspect the financial statements of a society, requests a copy of the financial statements and pays the fee, if any, charged under subsection (4) of this

section for the copy, the society must provide the person with a copy of those financial statements.

(3) A society must provide a copy referred to in subsection (2) to the person seeking to obtain the copy by sending the copy to that person promptly, but in no case later than 14 days, after receipt of the request and payment of the fee, if any.

(4) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for a copy provided under subsection (2).

Division 3 – Distribution of Records

How record is sent

29 A record is sent by or to a person for the purposes of this Act if the record is sent as follows:

(

a) in the manner, if any, agreed to by the sender and the intended recipient;

(

b) in a manner specified in the bylaws, including, without limitation, by making the record available for pick-up at the society's registered office, if

(

i) there is no agreement under paragraph (a), and

(ii) the record is being sent by one of the following to any of the following:

(

A) the society;

(

B) a member of the society;

(

C) a director of the society;

(

D) a senior manager of the society;

(

c) if there is no agreement under paragraph (a), and paragraph (

b) does not apply, by any of the following methods:

(

i) by mail to the intended recipient's most recent mailing address known to the sender;

(ii) by delivery to the intended recipient in accordance with

section 30;

(iii) if the intended recipient has provided an email address or fax number for that purpose, by email or fax to that email address or fax number.

How record is delivered

30 A record is delivered to a person for the purposes of this Act if the record is delivered as follows:

(

a) by leaving the record with the person or an agent of the person;

(

b) in respect of a record that is being delivered to a person other than an individual,

(

i) if the record is being delivered to a society at the delivery address of the registered office of the society, by leaving the record in a mail box or mail slot for that delivery address, or

(ii) in any other case, by leaving the record in a mail box or mail slot for the address at which the person carries on activities or business.

When society receives record

31 A record is deemed to be received by a society for the purposes of this Act on the first to occur of the following:

(

a) the delivery of the record to a director or senior manager of the society;

(

b) the beginning of the day on

(

i) the 3rd day after the record is delivered to the delivery address of the registered office of the society,

(ii) the 5th day after the record is mailed to the mailing address of the registered office of the society, and

(iii) if the society has provided an email address or fax number to which records may be sent to the society, the 3rd day after the record is emailed or faxed to that email address or fax number.

How record is served on society

32 Without limiting any other enactment, a record may be served on a society by

(

a) delivering the record to the delivery address, or mailing the record by registered mail to the mailing address, of the registered office of the society, or

(

b) delivering the record to a director, senior manager, receiver, receiver manager or liquidator of the society.

Part 4 – Finance

Division 1 – Investment and Borrowing

Investment of society's funds

33 A society may invest its funds only

(

a) in accordance with its bylaws, or

(

b) in an investment in which a prudent investor might invest, unless the bylaws prohibit that investment.

Borrowing and issuance of securities

(1) Subject to subsection (2), a society may

(

a) borrow money, and

(

b) issue bonds, debentures, notes or other evidences of debt obligations

(

i) at any time,

(ii) to any person, and

(iii) for any consideration

that the directors may determine.

(2) The bylaws of a society may restrict or prohibit the society's ability to borrow money or to issue bonds, debentures, notes or other evidences of debt obligations.

Division 2 – Financial Statements

Financial statements

(1) The directors of a society must present the following to the members at each annual general meeting:

(

a) financial statements prepared in accordance with this section;

(

b) the auditor's report, if any, on those financial statements.

(2) The financial statements referred to in subsection (1) (

a) must be prepared in relation to the period

(

a) beginning,

(

i) if the society has not yet completed a financial year, on the date the society was incorporated under this Act, or

(ii) if the society has completed a financial year, immediately after the end of the preceding financial year, and

(

b) ending not more than 6 months before the annual general meeting at which the financial statements are to be presented.

(3) The financial statements referred to in subsection (1) (

a) must be prepared in accordance with the requirements, if any, set out in the regulations.

Reporting on remuneration of directors,

employees and contractors

(1) The financial statements of a society required under

section 35 must include a note providing the information required by the regulations in respect of

(

a) the remuneration, if any, paid by the society to the directors in the period in relation to which the financial statements are prepared, and

(

b) the remuneration paid by the society in that period,

(

i) unless subparagraph (ii) applies, to the employees of the society, and to persons under a contract for services with the society, whose remuneration was at least the amount specified in the regulations, or

(ii) if there are more than 10 persons described in subparagraph (

i) whose remuneration was at least the amount specified in the regulations, to the 10 most highly remunerated persons.

(2) A note in the financial statements referred to in subsection (1) need not identify directors, employees or other persons referred to in that subsection by name.

Reporting on financial assistance

(1) In this section, "financial assistance" means financial assistance by means of a loan, a guarantee, an indemnity, the provision of security or another transaction that is included in this definition by regulation.

(2) The financial statements of a society required under

section 35 [financial statements] must include a note that sets out the nature and amount of any financial assistance given by the society in the period in relation to which the financial statements are prepared, but the note need not identify the recipient by name.

(3) Subsection (2) does not apply in relation to financial assistance given by a society if the financial assistance is given in the ordinary course of the society's activities in furtherance of the purposes of the society.

Issuance of financial statements

(1) A society must not issue, publish or distribute financial statements of the society required under

section 35 [financial statements] unless the financial statements

(

a) have been approved by the directors and signed by one or more directors to confirm that the approval was obtained, and

(

b) have attached to them the auditor's report, if any, on those financial statements.

(2) A society must not issue, publish or distribute financial statements of the society that purport to be audited financial statements unless the financial statements have, in fact, been audited and an auditor's report has been prepared in relation to them.

Copies of financial statements of subsidiary

(1) In this section, "security holder" means the holder of a bond, debenture, note or other evidence of debt obligation, whether secured or unsecured, of a society.

(2) If a member or security holder of a society that has a subsidiary requests a copy of the subsidiary's most recent financial statements and pays the fee, if any, charged under subsection (4) for the copy, the society must provide the member or security holder with a copy of those financial statements, if any, along with any report of the subsidiary's auditor prepared on those financial statements.

(3) A society must provide a copy referred to in subsection (2) to the person seeking to obtain the copy by sending the copy to that person promptly, but in no case later than 14 days, after receipt of the request and payment of the fee, if any.

(4) A society may charge a reasonable fee, not to exceed the fee, if any, specified in, or calculated in accordance with, the regulations, for a copy provided under subsection (2).

Part 5 – Management

Division 1 – Directors

Number and residency of directors

40 A society must have at least 3 directors and at least one of the directors must be ordinarily resident in British Columbia.

Employment of directors

41 A majority of the directors of a society must not receive or be entitled to receive remuneration from the society under contracts of employment or contracts for services, other than remuneration for being a director.

Designation, election and appointment of directors

(1) The first directors of a society incorporated under this Act are the individuals who are designated as the society's directors on the first statement of directors and registered office filed with the registrar under this Act in respect of the society.

(2) To become a director of a society, other than a first director, an individual must be elected or appointed to that office in accordance with the bylaws.

(3) The bylaws of a society may provide that an individual who holds a particular office or who has a specified attribute is, by virtue of holding that office or having that attribute, appointed as a director of the society.

(4) A designation, election or appointment of an individual as a director is invalid unless

(

a) the individual consents in writing to be a director of the society, or

(

b) the designation, election or appointment is made at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director.

Directors must be qualified

(1) A person must not be a director of a society if the person is not qualified under either

section 44 or the bylaws to be a director.

(2) A director of a society who is not, or who ceases to be, qualified under either

section 44 or the bylaws to be a director must promptly resign.

Persons qualified to be directors

(1) A person is qualified to be a director of a society only if the person is an individual who is at least 18 years of age.

(2) Despite subsection (1), an individual who is 16 or 17 years of age is qualified to be a director of a society if provided for in the regulations.

(3) Despite subsections (1) and (2), an individual is not qualified to be a director of a society if the individual is

(

a) found by any court, in Canada or elsewhere, to be incapable of managing the individual's own affairs,

(

b) an undischarged bankrupt, or

(

c) convicted in or out of British Columbia of an offence in connection with the promotion, formation or management of a corporation or unincorporated entity, or of an offence involving fraud, unless

(

i) the court orders otherwise,

(ii) 5 years have elapsed since the last to occur of

(

A) the expiration of the period set for suspension of the passing of sentence without a sentence having been passed,

(

B) the imposition of a fine,

(

C) the conclusion of the term of any imprisonment, and

(

D) the conclusion of the term of any probation imposed, or

(iii) a pardon was granted or issued, or a record suspension was ordered, under the Criminal Records Act (Canada) and the pardon or record suspension, as the case may be, has not been revoked or ceased to have effect.

Additional qualifications of directors

45 Without limiting

section 44, the bylaws of a society may set out requirements that an individual must meet in order to be qualified to be a director.

Remuneration and reimbursement of directors

(1) Unless permitted by the bylaws, a society must not pay to a director of the society remuneration for being a director.

(2) Subject to subsection (3), a society may reimburse a director for reasonable expenses necessarily incurred by the director in performing his or her duties as a director.

(3) The bylaws of a society may restrict the reimbursement of a director under subsection (2) by doing one or more of the following:

(

a) imposing conditions on the payment of reimbursement;

(

b) limiting the amount of reimbursement payable;

(

c) prohibiting reimbursement.

(4) Despite subsections (1) to (3), payment to a director by a society of remuneration or reimbursement authorized by the bylaws or this

section is subject to any condition, limitation or prohibition on the payment provided for in the regulations.

Validity of acts of directors

(1) An act of a director is not invalid merely because of a defect in the director's designation, election or appointment or in the qualifications of that director.

(2) An act of a society is not invalid merely because

(

a) fewer than the required number of directors have been designated, elected or appointed,

(

b) the residency requirements for the directors have not been met, or

(

c) a majority of the directors, contrary to

section 41 [employment of directors] , receive or are entitled to receive remuneration from the society under contracts of employment or contracts for services.

Division 2 – Changes Respecting Directors

When director ceases to hold office

(1) A director of a society ceases to hold office when

(

a) the director's term of office, if any, expires,

(

b) the director ceases, in accordance with the bylaws, to hold office,

(

c) the director resigns or dies, or

(

d) the director is removed from office in accordance with

section 50 (1) [removal of directors] .

(2) Unless the bylaws provide otherwise, for the purposes of subsection (1) (a), a director's term of office expires at the close of the next annual general meeting after the director's designation, election or appointment.

Resignation of directors

49 A director of a society who intends to resign must give his or her resignation to the society in writing, and the resignation takes effect on the later to occur of the following:

(

a) the receipt by the society of the written resignation;

(

b) if the written resignation specifies that the resignation is to take effect on a specified date, on a specified date and time or on the occurrence of a specified event,

(

i) if a date is specified, the beginning of the day on the specified date,

(ii) if a date and time are specified, the date and time specified, or

(iii) if an event is specified, the occurrence of the event.

Removal of directors

(1) A director of a society may be removed from office

(

a) by special resolution, despite any provision of the bylaws, or

(

b) without limiting paragraph (a), by the method, if any, provided for in the bylaws.

(2) Unless the bylaws provide otherwise, if a director is removed from office under subsection (1), an individual may be elected or appointed, by ordinary resolution, to serve as director for the balance of the term of the removed director.

Registry filings respecting directors

(1) Subject to subsection (2), a society must, promptly after a change in its directors or in the address of any of its directors, file with the registrar a notice of change of directors.

(2) If a change of directors occurs at an annual general meeting, the society may, instead of complying with subsection (1), provide notice of the change in the annual report the society files with the registrar under

section 73 [society must file annual report] .

(3) After a society files a notice of change of directors under subsection (1) or an annual report under subsection (2) providing notice of a change of directors, the registrar must

(

a) alter the society's statement of directors and registered office to reflect the change, and

(

b) furnish to the society a certified copy of the altered statement of directors and registered office.

Division 3 – Role of Directors

Functions of directors

52 Subject to this Act, the regulations and the bylaws, the directors of a society must manage, or supervise the management of, the activities and internal affairs of the society.

Duties of directors

(1) A director of a society must, when exercising the powers and performing the functions of a director of the society,

(

a) act honestly and in good faith with a view to the best interests of the society,

(

b) exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances,

(

c) act in accordance with this Act and the regulations, and

(

d) subject to paragraphs (

a) to (c), act in accordance with the bylaws of the society.

(2) Without limiting subsection (1), a director of a society, when exercising the powers and performing the functions of a director of the society, must act with a view to the purposes of the society.

(3) This

section is in addition to, and not in derogation of, any enactment or rule of law or equity relating to the duties or liabilities of directors of a society.

(4) Nothing in a contract or the bylaws of a society relieves a director from

(

a) the duty to act in accordance with this Act and the regulations, or

(

b) liability that, by any enactment or rule of law or equity, would otherwise attach to the director in respect of negligence, default, breach of duty or breach of trust of which the director may be guilty in relation to the society.

Proceedings of directors

(1) Unless the bylaws of a society provide otherwise, the directors may meet at any location, on any notice and in any manner convenient to the directors.

(2) The directors of a society may pass a directors' resolution without a meeting if all of the directors, or, if provided for in the bylaws, a lesser number of those directors, consent to the resolution in writing or in any other manner provided for in the bylaws.

Application of this Act to persons

performing functions of director

(1) Subject to the regulations, if a person who is not a director of a society performs functions of a director, the following provisions of this Act apply to the person as if that person were a director of the society:

(

a) section 36 [reporting on remuneration of directors, employees and contractors] ;

(

b) section 41 [employment of directors] ;

(

c) section 46 [remuneration and reimbursement of directors] ;

(

d) section 53 [duties of directors] ;

(

e) Division 4 [Directors' Conflicts of Interest] of this Part;

(

f) Division 5 [Directors' Liability] of this Part;

(

g) Division 7 [Indemnification of Directors and Senior Managers and Payment of Expenses] of this Part;

(

h) section 106 [relief in legal proceedings] ;

(i)

section 116 (2) [examination and access] ;

(

j) section 147 [duty to assist liquidator] ;

(

k) section 157 [liabilities survive] ;

(l)

section 213 (4) [investigation of society] ;

(

m) a provision prescribed by regulation.

(2) Subsection (1) does not apply to a person who performs the functions of a director of a society if the person is a senior manager or performs those functions under the direction or control of a director or senior manager.

Division 4 – Directors' Conflicts of Interest

Disclosure of director's interest

(1) This

section applies to a director of a society who has a direct or indirect material interest in

(

a) a contract or transaction, or a proposed contract or transaction, of the society, or

(

b) a matter that is or is to be the subject of consideration by the directors, if that interest could result in the creation of a duty or interest that materially conflicts with that director's duty or interest as a director of the society.

(2) A director to whom this

section applies must

(

a) disclose fully and promptly to the other directors the nature and extent of the director's interest,

(

b) abstain from voting on a directors' resolution or consenting to a consent resolution of directors in respect of the contract, transaction or matter referred to in subsection (1),

(

c) leave the directors' meeting, if any,

(

i) when the contract, transaction or matter is discussed, unless asked by the other directors to be present to provide information, and

(ii) when the other directors vote on the contract, transaction or matter, and

(

d) refrain from any action intended to influence the discussion or vote.

(3) A disclosure under subsection (2) (

a) must be evidenced in at least one of the following records:

(

a) the minutes of a meeting of directors;

(

b) a consent resolution of directors;

(

c) a record addressed to the directors that is delivered to the delivery address, or mailed by registered mail to the mailing address, of the registered office of the society.

(4) If all of the directors of a society have disclosed under subsection (2) (

a) a direct or indirect material interest, described in subsection (1), in a contract, transaction or matter,

(

a) any or all of the directors may, despite subsection (2) (b), vote on a directors' resolution or consent to a consent resolution of directors in respect of the contract, transaction or matter, and

(b) subsection (2) (

c) and (

d) does not apply.

(5) Despite subsection (1), this

section does not apply to a director of a society in respect of a contract, transaction or matter that relates to any of the following:

(

a) payment to the director by the society of remuneration for being a director or reimbursement to the director by the society of the director's expenses as described in

section 46 [remuneration and reimbursement of directors] ;

(

b) indemnification of or payment to the director under

section 64 (1), (2) or (4) [indemnification and payment of expenses] ;

(

c) the purchase or maintenance of insurance, referred to in

section 66 [insurance] , for the benefit of the director.

Accountability

57 A director of a society to whom

section 56 applies must pay to the society an amount equal to any profit made by the director as a consequence of the society entering into or performing a contract or transaction unless

(

a) the director discloses the director's interest in the contract or transaction in accordance with, and otherwise complies with,

section 56, and, after the disclosure, the contract or transaction is approved by a directors' resolution, or

(

b) the contract or transaction is approved by special resolution after the nature and extent of the director's interest in the contract or transaction has been fully disclosed to the members.

Validity of contracts

58 The fact that a director is in any way, directly or indirectly, materially interested in a contract or transaction that a society has entered into or proposes to enter into does not make the contract or transaction void, but, if neither of the approvals referred to in

section 57 (

a) and (

b) has occurred, the court may, on the application of the society or another person whom the court considers to be an appropriate person to make an application under this section, do one or more of the following:

(

a) if the society has not yet entered into the contract or transaction, prohibit the society from entering into the proposed contract or transaction;

(

b) if the society has entered into the contract or transaction and the contract or transaction was not reasonable and fair to the society at the time it was entered into, set aside the contract or transaction;

(

c) make any other order the court considers appropriate.

Division 5 – Directors' Liability

Directors' liability for money or other property distributed

(1) Directors of a society who

(

a) vote for a resolution passed at a meeting of directors, or

(

b) consent to a consent resolution of directors

authorizing a distribution, contrary to this Act or the bylaws, of money or other property are jointly and severally liable to restore to the society any money or other property that is so distributed and not otherwise recovered by the society.

(2) The liability imposed under subsection (1) is in addition to, and not in derogation of, any liability imposed on a director by any enactment or rule of law or equity.

(3) A legal proceeding to enforce a liability imposed by this

section may not be commenced more than 2 years after the date of the applicable resolution.

(4) Without limiting any other rights a director has at law, a director who has satisfied a liability arising under this

section is entitled to contribution from the other directors who voted for or consented to the resolution that gave rise to the liability.

(5) In a legal proceeding under this section, the court may, on the application of a society or a member or director of a society, do one or more of the following:

(

a) order a person to pay or deliver to the society any money or other property the court considers was improperly distributed to that person;

(

b) join a person as a party to the legal proceeding;

(

c) make any other order the court considers appropriate.

Limitations on liability

60 A director of a society is not liable under

section 59 and has complied with his or her duties under

section 53 (1) [duties of directors] if the director, reasonably and in good faith, relied on any of the following:

(

a) financial statements of the society represented to the director to fairly reflect the financial position of the society

(

i) by a director or senior manager responsible for the preparation of the financial statements, or

(ii) in a written report of the auditor of the society;

(

b) a written report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person;

(

c) a statement of fact represented to the director by another director or a senior manager of the society to be correct;

(

d) any record, information or representation the court considers provides reasonable grounds for the actions of the director, whether or not

(

i) the record was forged, fraudulently made or inaccurate, or

(ii) the information or representation was fraudulently made or inaccurate.

Division 6 – Senior Managers

Senior managers

(1) Subject to any restrictions or requirements in the bylaws, the directors of a society may appoint one or more senior managers of the society to exercise the directors' authority to manage the activities or internal affairs of the society as a whole or in respect of a principal unit of the society.

(2) The appointment of a senior manager does not of itself create any contractual rights, and the removal of a senior manager is without prejudice to any contractual rights, or rights under law, of the senior manager.

(3) A person who is not qualified under

section 44 [persons qualified to be directors] to be a director of a society is not qualified to be a senior manager of the society.

(4) Unless the bylaws provide otherwise and subject to

section 41 [employment of directors] , a director of a society may be a senior manager of the society.

(5) The following provisions apply in relation to a senior manager of a society as if the senior manager were a director of the society:

(a)

section 47 (1) [validity of acts of directors] ;

(

b) section 53 [duties of directors] ;

(

c) section 106 [relief in legal proceedings] .

Disclosure of senior manager's interest

(1) This

section applies to a senior manager of a society who has a direct or indirect material interest in

(

a) a contract or transaction, or a proposed contract or transaction, of the society, or

(

b) a matter that is or is to be the subject of consideration by the directors, if that interest could result in the creation of a duty or interest that materially conflicts with the senior manager's duty or interest as a senior manager of the society.

(2) A senior manager to whom this

section applies must

(

a) disclose fully and promptly to the directors the nature and extent of the senior manager's interest,

(

b) if the contract, transaction or matter referred to in subsection (1) is to be discussed at a directors' meeting at which the senior manager is present, leave the directors' meeting

(

i) when the contract, transaction or matter is discussed, unless asked by the directors to be present to provide information, and

(ii) when the directors vote on the contract, transaction or matter, and

(

c) refrain from any action intended to influence the discussion or vote.

(3) A disclosure under subsection (2) (

a) must be evidenced in at least one of the following records:

(

a) the minutes of a meeting of directors;

(

b) a consent resolution of directors;

(

c) a record addressed to the directors that is delivered to the delivery address, or mailed by registered mail to the mailing address, of the registered office of the society.

(4) Sections 57 [accountability] and 58 [validity of contracts] apply to a senior manager of a society as if the senior manager were a director of the society except that, in applying

section 57, in addition to any other necessary changes, references in that

section to

section 56 are to be read as references to this section.

Division 7 – Indemnification of Directors and Senior Managers

and Payment of Expenses

Definitions

63 In this Division:

"eligible party" , in relation to a society, means an individual who is or was a director or senior manager of the society or who holds or held an equivalent position in a subsidiary of the society;

"eligible proceeding" means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which an eligible party or a representative of the eligible party, by reason of the eligible party being or having been a director or senior manager of the society, or holding or having held an equivalent position in a subsidiary of the society,

(

a) is or may be joined as a party, or

(

b) is or may be liable for or in respect of a penalty in, or expenses related to, the legal proceeding or investigative action;

"expenses" includes costs, charges and expenses, including legal and other fees, but does not include penalties;

"penalty" means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;

"representative" , in relation to an eligible party, means an heir or personal or other legal representative of the eligible party.

Indemnification and payment of expenses

(1) Subject to

section 65, a society may, except to the extent that it is restricted from doing so under its bylaws, do one or both of the following:

(

a) indemnify an eligible party or a representative of the eligible party against all penalties to which the eligible party or the representative is or may be liable in respect of an eligible proceeding;

(

b) after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party or a representative of the eligible party in respect of the eligible proceeding.

(2) Subject to

section 65 and subsection (3) of this section, a society must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party or a representative of the eligible party in respect of the eligible proceeding if

(

a) neither the eligible party nor the representative has been reimbursed for those expenses, and

(

b) the eligible party was not judged by a court, in Canada or elsewhere, or by another competent authority to have committed any fault or to have omitted to do anything that the eligible party ought to have done.

(3) A society is not required under subsection (2) to pay the expenses of an eligible party or a representative of the eligible party if the eligible party or the representative is liable for or in respect of those expenses by reason of the eligible party holding or having held a position in a subsidiary of the society that is equivalent to the position of director or senior manager of a society.

(4) Subject to

section 65 and subsection (5) of this section, a society may, except to the extent that it is restricted from doing so under its bylaws, pay, as they are incurred in advance of the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party or a representative of the eligible party in respect of the eligible proceeding.

(5) A society must not make the payments referred to in subsection (4) unless the society first receives from the eligible party or the representative of the eligible party a written undertaking that, if it is ultimately determined that the payment of expenses is prohibited by

section 65, the eligible party or the representative will repay the amounts advanced.

Indemnification or payment prohibited

(1) A society must not, under

section 64 (1), (2) or (4), indemnify or pay the expenses of an eligible party or a representative of the eligible party in respect of an eligible proceeding, in either of the following circumstances:

(

a) if, in relation to the subject matter of the eligible proceeding, the eligible party did not act honestly and in good faith with a view to the best interests of the society or the subsidiary of the society, as the case may be;

(

b) in the case of an eligible proceeding other than a civil proceeding, if the eligible party did not have reasonable grounds for believing that the eligible party's conduct, in respect of which the eligible proceeding was brought, was lawful.

(2) If an eligible proceeding is brought by or on behalf of a society, or a subsidiary of a society, the society must not, under

section 64 (1), (2) or (4), indemnify or pay the expenses of an eligible party or a representative of the eligible party in respect of the eligible proceeding unless the court, on the application of the society, approves the indemnification or payment of expenses.

Insurance

66 A society may purchase and maintain insurance, for the benefit of an eligible party or a representative of the eligible party, against any liability that may be incurred by reason of the eligible party being or having been a director or senior manager of the society or holding or having held an equivalent position in a subsidiary of the society.

Part 6 – Members and General Meetings

Division 1 – Membership

Membership

(1) A person may, in accordance with the bylaws, be admitted as a member of a society.

(2) Unless the bylaws provide otherwise, an individual under the age of 19 years may be admitted as a member of a society.

(3) A person, other than an individual, who is admitted as a member of a society must authorize an individual to be the person's representative to act on that person's behalf, and, if so authorized, the representative is entitled to exercise the same powers on behalf of that person as that person could exercise if that person were an individual member of the society.

(4) Unless the bylaws provide otherwise, membership in a society is not transferable.

Classes of membership

68 If the bylaws of a society provide for more than one class of membership,

(

a) the bylaws must set out the rights and obligations that apply to each class, and

(

b) at least one of those classes must consist of voting members.

Termination of membership

(1) A member's membership in a society terminates when

(

a) the member's term of membership, if any, expires,

(

b) the membership terminates in accordance with the bylaws,

(

c) the member resigns,

(

d) the member, in the case of an individual, dies or, in the case of a partnership or corporation, dissolves, or

(

e) the member is expelled in accordance with the bylaws or under

section 70 (2).

(2) Unless the bylaws provide otherwise, the rights of a person as a member of a society, including any rights in the property of the society, cease to exist when the person's membership in the society terminates.

Discipline and expulsion of member

(1) The bylaws of a society may provide for the discipline or expulsion, or both, of members.

(2) Unless the bylaws provide otherwise, a member of a society may be disciplined or expelled by special resolution.

(3) Before a member of a society is disciplined or expelled under subsection (2) or the bylaws, the society must

(

a) send to the member written notice of the proposed discipline or expulsion, including reasons, and

(

b) give the member a reasonable opportunity to make representations to the society respecting the proposed discipline or expulsion.

Division 2 – General Meetings and Annual Reports

Annual general meetings

(1) Subject to subsections (2) and (3), the directors of a society must call annual general meetings so that an annual general meeting is held in each calendar year.

(2) A society is not required to hold an annual general meeting in the calendar year in which the society is incorporated.

(3) On the application of a society made on or before December 31 of a calendar year in which an annual general meeting of the society must be held under subsection (1), the registrar may authorize the society, on any terms the registrar considers appropriate, to hold the annual general meeting on or before a specified date that is not later than March 31 of the calendar year immediately following that calendar year, in which event

(

a) the meeting must be held on or before the date specified by the registrar, and

(

b) if the meeting is held in accordance with paragraph (

a) of this subsection, the meeting is deemed, for the purposes of this Act, to have been held in the preceding calendar year and not in the calendar year in which the meeting is actually held.

Deemed annual general meeting

(1) An annual general meeting is deemed, for the purposes of this Act, to have been held in accordance with

section 71 if

(

a) the matters that must, under this Act or the bylaws, be dealt with at that meeting, including the presentation under

section 35 (1) [financial statements] of the financial statements and auditor's report, if any, to the members, are dealt with in a resolution, and

(

b) all of the voting members consent in writing to the resolution on or before the date by which the annual general meeting must be held under

section 71.

(2) If an annual general meeting is deemed to have been held under subsection (1),

(

a) the meeting is deemed to have been held on the date on which the last voting member consents to the resolution referred to in that subsection or on any later date, specified in the resolution, that falls on or before the date by which the annual general meeting must be held under

section 71, and

(

b) the requirements under this Act and the bylaws in respect of calling, giving notice of and holding the annual general meeting are deemed to have been met.

Society must file annual report

(1) A society must, within 30 days after an annual general meeting is held, file with the registrar an annual report that includes the date on which the meeting was held.

(2) Unless subsection (3) applies, if a society fails to hold an annual general meeting in a calendar year as required under

section 71 (1) [annual general meetings] , the society must file with the registrar, on or before January 31 of the calendar year following the calendar year in which the meeting was required to be held, an annual report indicating that an annual general meeting was not held.

(3) If the registrar specifies under

section 71 (3) a date on or before which an annual general meeting must be held and if, contrary to

section 71 (3) (a), an annual general meeting is not held on or before that date, the society must, within 30 days after that date, file an annual report indicating that an annual general meeting was not held.

(4) If each of the annual reports of a society for 2 consecutive calendar years indicates that an annual general meeting was not held, the registrar may send to the society a notice that the society may be dissolved under

section 214 [involuntary dissolution by registrar] unless the society

(

a) holds an annual general meeting in the calendar year in which the notice is sent, and

(

b) indicates in an annual report filed with the registrar for that calendar year that the annual general meeting referred to in paragraph (

a) of this subsection was held.

Other general meetings

74 Subject to

section 71 [annual general meetings] , the directors of a society may at any time call a general meeting.

Requisition of general meeting

(1) In this section:

"requisition threshold" means

(a) 10% of the voting members of a society, unless paragraph (

b) applies, or

(

b) if the bylaws of the society provide for a percentage lower than 10%, that percentage;

"requisitionists" means the voting members referred to in subsection (3) (b).

(2) Voting members of a society may requisition the directors to call a general meeting for the purposes stated in the requisition.

(3) A requisition under this

section

(

a) may be made in a single record or may consist of several records in similar form,

(

b) must contain the names of, and be signed by, not fewer than the number of voting members that constitutes the requisition threshold for the society,

(

c) must state, in 200 words or less, the business to be considered at the meeting, including any special resolution the requisitionists wish to have considered at the meeting,

(

d) must be delivered to the delivery address, or mailed by registered mail to the mailing address, of the registered office of the society, and

(

e) must be sent to each individual listed in the society's register of directors referred to in

section 20 (1) (e) [records to be kept] .

(4) Promptly after a society receives a requisition mailed or delivered under subsection (3) (d),

(

a) the directors must call a general meeting, to be held within 60 days after the date of the society's receipt of the requisition, to consider the business stated in the requisition, and

(

b) the society must send, with the notice of the meeting, the text of the statement referred to in subsection (3) (c).

(5) A society, or a person acting on behalf of a society, does not incur any liability merely because the society or person complies with subsection (4) (b).

(6) If, within 21 days after the date of the society's receipt of a requisition, the directors do not call a general meeting, a majority of the requisitionists may call the meeting.

(7) A general meeting called under subsection (6) must be

(

a) called within 60 days after the expiry of the 21 day period referred to in that subsection, and

(

b) called and held in the same manner, as nearly as possible, as a general meeting called and held by the directors except that notice of the meeting must be sent to every director as well as to every member.

(8) Unless otherwise resolved by ordinary resolution at the general meeting called under subsection (6), the society must reimburse the requisitionists for the expenses actually and reasonably incurred by them in requisitioning, calling and holding that meeting.

Location of general meeting

(1) A general meeting must be held in British Columbia at the location provided for in the bylaws or, in the absence of such a provision, at the location in British Columbia that the directors determine.

(2) Despite subsection (1), a general meeting may be held at a location outside British Columbia if

(

a) the bylaws do not provide for a location in British Columbia at which the meeting must be held, and

(

b) the meeting is held

(

i) at a location outside British Columbia that is specified in the bylaws, or

(ii) in the absence of such specification, at a location outside British Columbia agreed on by every voting member before the meeting.

Notice of general meeting

(1) Written notice of the date, time and location of a general meeting must be sent to every member of the society

(

a) at least

(i) 14 days before the meeting, unless subparagraph (ii) applies, or

(ii) the number of days before the meeting specified in the bylaws, if the number of days so specified is at least 7 days, and

(

b) not more than 60 days before the meeting.

(2) Notice of a general meeting of a society that has more than 250 members is, if permitted by the bylaws, deemed to have been sent under subsection (1) if

(

a) notice of the date, time and location of the meeting has been sent, to every member of the society who has provided an email address to the society, by email to that email address, and

(

b) notice of the date, time and location of the meeting

(

i) is published, at least once in each of the 3 weeks immediately before the meeting, in one or more newspapers identified in the bylaws, or

(ii) is posted, throughout the period commencing at least 21 days before the meeting and ending when the meeting is held, on a website that is maintained by or on behalf of the society and is accessible to all of the members of the society.

(3) The accidental omission to send notice of a general meeting to a member, or the non-receipt of notice by a member, does not invalidate any proceedings at the meeting.

Notice of special resolutions

78 Notice of a general meeting must include the text of any special resolution to be submitted to the meeting.

Waiver of notice

(1) A member of a society may, in any manner, waive the member's entitlement to notice of a general meeting or may agree to reduce the period of that notice.

(2) Attendance of a member at a general meeting is a waiver of the member's entitlement to notice of the meeting unless the member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

Powers of court respecting general meetings

(1) On the application of a member or director of a society, the court may order that a general meeting be called, held and conducted on the notice, on the date, at the time, at the location or in the manner the court directs,

(

a) if it is not feasible to call, hold or conduct the meeting on the notice, on the date, at the time, at the location or in the manner required under this Act or the bylaws, or

(

b) for any other reason the court considers appropriate.

(2) The court may order that the quorum under

section 82 [quorum] be varied or dispensed with at a meeting called, held and conducted under this section.

Members' proposals

(1) In this section:

"proposal" means a notice sent under subsection (2) to a society;

"proposal threshold" means

(a) 5% of the voting members of a society, unless paragraph (

b) applies, or

(

b) if the bylaws of the society provide for a percentage lower than 5%, that percentage,

but in either case, not fewer than 2 members.

(2) Voting members of a society may send to the society a notice of a matter that the members propose to have considered at an annual general meeting.

(3) A proposal must contain the names of, and be signed by, not fewer than the number of voting members that constitutes the proposal threshold for the society.

(4) A society that receives a proposal at least 7 days before notice of the annual general meeting is sent must include, with that notice,

(

a) the proposal,

(

b) the names of the members submitting the proposal, and

(

c) one statement in support of the proposal, if the members submitting the proposal request that the statement be included with the notice.

(5) A proposal, or, if a statement is provided under subsection (4) (c), the proposal and statement together, must not exceed 200 words in length.

(6) A society, or a person acting on behalf of a society, does not incur any liability merely because the society or person complies with subsection (4).

(7) A society is not required to comply with subsection (4) if substantially the same proposal was considered at a general meeting held in either of the 2 previous calendar years before the calendar year in which the annual general meeting referred to in that subsection is to be held.

Quorum

(1) Subject to subsections (3) and (4), the quorum for the transaction of business at a general meeting is

(a) 3 voting members, unless paragraph (

b) of this subsection applies, or

(

b) if the bylaws provide for a quorum greater than 3 voting members, that quorum.

(2) The bylaws of a society may, for the purposes of subsection (1) (b), provide for a quorum that is greater than 3 voting members, by doing either of the following:

(

a) specifying the number of voting members that constitutes a quorum;

(

b) requiring that the quorum be calculated as a specified percentage of voting members or on another basis.

(3) If a society has fewer voting members than the quorum provided for in subsection (1), the quorum for the transaction of business at a general meeting is all of the voting members.

(4) The bylaws of a society may provide that if a general meeting is adjourned until a later date because a quorum is not present, and if, at the continuation of the adjourned meeting, a quorum is again not present, the voting members present constitute a quorum for the purposes of that meeting.

Participation in general meeting by telephone

or other communications medium

(1) Unless the bylaws of a society provide otherwise, a person who is entitled to participate in a general meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other.

(2) Subsection (1) does not obligate a society to take any action to facilitate the use of any communications medium at a general meeting.

(3) If one or more members of a society vote at a general meeting in a manner contemplated by this section, the vote must be conducted in a manner that adequately discloses the intentions of the members.

Division 3 – Voting

Right to vote

(1) A member of a society has the right to vote unless the member is a member of a class of members who, under the bylaws, do not have the right to vote.

(2) A voting member of a society has only one vote.

(3) Subject to subsections (4) and (5), a voting member of a society may, without restriction, exercise the right to vote on every matter.

(4) The bylaws of a society may

(

a) restrict the voting rights of a voting member who is not in good standing within the meaning of the bylaws, or

(

b) provide that only voting members having a specified attribute have the right to elect or appoint certain directors.

(5) The bylaws of a society may authorize

(

a) indirect or delegate voting, or

(

b) voting by mail or another means of communication, including by fax, email or other electronic means.

(6) If the bylaws of a society authorize voting by a method referred to in subsection (5), the bylaws must set out rules respecting how that voting is to occur.

Proxies

(1) If permitted by the bylaws of a society, a voting member may appoint a proxy holder.

(2) An appointment of a proxy holder

(

a) must be in writing and must comply with any other requirements set out in the bylaws,

(

b) is, unless the bylaws provide otherwise, valid only at the meeting for which the appointment is given or at any adjournment of that meeting, and

(

c) may be revoked at any time.

(3) Unless the bylaws provide otherwise, a proxy holder must be a member of the society and may be an individual under the age of 19 years.

(4) Unless limited in the appointment, a proxy holder stands in the place of the voting member appointing the proxy holder and can do anything that member can do, including propose and second resolutions, participate in the discussion and vote.

Part 7 – Corporate Reorganizations

Division 1 – Amalgamation

Definitions

86 In this Division:

"amalgamated society" means the society that results from an amalgamation under this Division;

"amalgamating corporation" means

(

a) an amalgamating society, or

(

b) an extraprovincial non-share corporation that is amalgamating under this Division;

"amalgamating society" means a society that is amalgamating under this Division.

Application for amalgamation

87 A society may amalgamate with one or more other societies or extraprovincial non-share corporations and continue as one society by

(

a) filing with the registrar an amalgamation application that

(

i) sets out

(

A) the name reserved under

section 9 [name] for the amalgamated society and the reservation number given for that name or, if the application indicates that the amalgamated society will adopt the name of an amalgamating society, that name,

(

B) the name of each amalgamating corporation, and

(

C) the home jurisdiction of any amalgamating corporation that is an extraprovincial non-share corporation, and

(ii) contains, for the proposed amalgamated society,

(

A) a constitution,

(

B) bylaws, and

(

C) a statement of directors and registered office, and

(

b) if any of the amalgamating corporations is an extraprovincial non-share corporation, providing to the registrar any records and information the registrar may require, including, without limitation, an authorization for the amalgamation from the official in the extraprovincial non-share corporation's home jurisdiction whose role in that jurisdiction is similar to the role of the registrar in British Columbia.

Prerequisites to filing amalgamation application

88 A society must not submit an amalgamation application to the registrar for filing under

section 87 unless

(

a) the amalgamating corporations have entered into an amalgamation agreement that sets out

(ii) the details necessary to perfect the amalgamation and provide for the subsequent management and operation of the amalgamated society, including the constitution and bylaws proposed for the amalgamated society, and

(

b) each amalgamating society has adopted the amalgamation agreement by special resolution.

Amalgamation

(1) Amalgamating corporations are amalgamated and continue as an amalgamated society under this Division when the amalgamation application is filed with the registrar under

section 87 [application for amalgamation] .

(2) After amalgamating corporations are amalgamated as an amalgamated society under subsection (1), the registrar must

(

a) issue a certificate of amalgamation in which is recorded

(

i) the name and incorporation number of the amalgamated society,

(ii) the date and time of the amalgamation,

(iii) the name of each amalgamating corporation, and

(iv) the home jurisdiction of any amalgamating corporation that was an extraprovincial non-share corporation,

(

b) furnish to the amalgamated society

(

i) the certificate of amalgamation, and

(ii) a certified copy of the following records contained in the amalgamation application filed with the registrar under

section 87:

(

A) the constitution of the society;

(

B) the bylaws of the society;

(

C) the statement of directors and registered office of the society, and

(

c) publish notice of the amalgamation.

(3) Whether or not the requirements precedent and incidental to amalgamation have been complied with, a notation in the register of societies that amalgamating corporations have been amalgamated as an amalgamated society is conclusive evidence for the purposes of this Act and for all other purposes that the amalgamating corporations have been duly amalgamated as an amalgamated society with the name, and on the date and time, shown in the register of societies.

Effect of amalgamation

(1) When amalgamating corporations are amalgamated under this Division as an amalgamated society,

(

a) the amalgamation of the amalgamating corporations and their continuation as one society become irrevocable,

(

b) this Act applies to the amalgamated society as if the amalgamated society had been incorporated under this Act,

(

c) the amalgamated society has the constitution, bylaws and statement of directors and registered office contained in the amalgamation application filed with the registrar under

section 87 [application for amalgamation] ,

(

d) the property of each amalgamating corporation continues to be the property of the amalgamated society,

(

e) the amalgamated society continues to be liable for the obligations of each amalgamating corporation,

(

f) an existing cause of action, claim or liability to prosecution is unaffected,

(

g) a legal proceeding being prosecuted or pending by or against an amalgamating corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the amalgamated society, and

(

h) a conviction against, or a ruling, order or judgment in favour of or against, an amalgamating corporation may be enforced by or against the amalgamated society.

(2) An amalgamation does not constitute an assignment by operation of law, a transfer or any other disposition of the property of an amalgamating corporation to the amalgamated society.

Restrictions on amalgamation

91 A society must not amalgamate with another corporation to form

(

a) a corporation in a jurisdiction other than British Columbia, or

(

b) a corporation that is not a society.

Division 2 – Disposal of Society's Undertaking

Disposal of undertaking

(1) A society must not sell, lease or otherwise dispose of all or substantially all of its undertaking unless the society has been authorized to do so by special resolution.

(2) If a society contravenes or is about to contravene subsection (1), on the application of a member or director of the society or another person whom the court considers to be an appropriate person to make an application under this section, the court may make any order the court considers appropriate, including an order doing either of the following:

(

a) setting aside part or all of the disposition;

(

b) prohibiting part or all of the proposed disposition.

Division 3 – Continuation and Conversion

Definition of "special Act non-share corporation"

93 In this Division, "special Act non-share corporation" means a corporation, without share capital, incorporated by

an Act.

Application for continuation into British Columbia

94 An extraprovincial non-share corporation may be continued into British Columbia as a society by

(

a) filing with the registrar a continuation application that

(

i) sets out

(

A) the name of the extraprovincial non-share corporation and its home jurisdiction, and

(

B) the name reserved under

section 9 [name] for the proposed society and the reservation number given for that name, and

(ii) contains, for the proposed society,

(

A) a constitution,

(

B) bylaws, and

(

C) a statement of directors and registered office, and

(

b) providing to the registrar any records and information the registrar may require, including, without limitation, an authorization for the continuation from the official in the extraprovincial non-share corporation's home jurisdiction whose role in that jurisdiction is similar to the role of the registrar in British Columbia.

Application for conversion of special Act

non-share corporation

(1) Unless the Act by which it was incorporated provides otherwise, a special Act non-share corporation may convert itself into a society if it

(

a) has obtained the written consent of the minister to do so, and

(

b) has been authorized to do so by a special resolution that

(

i) adopts a constitution and bylaws in substitution for the provisions of the Act by which the corporation was incorporated, and of the regulations under that Act, that are similar to the constitution and bylaws of a society, and

(ii) authorizes one or more members of the board of directors or other governing body of the special Act non-share corporation to file with the registrar the conversion application referred to in subsection (2) (a).

(2) A special Act non-share corporation that is authorized to do so under subsection (1) may convert itself into a society by filing with the registrar

(

a) a conversion application that

(

i) sets out the name reserved under

section 9 [name] for the proposed society and the reservation number given for that name, and

(ii) contains, for the proposed society,

(

A) a constitution,

(

B) bylaws, and

(

C) a statement of directors and registered office,

(

b) the minister's written consent to the conversion, and

(

c) any other records the registrar may require.

Continuation or conversion

(1) An extraprovincial non-share corporation is continued as a society when the continuation application is filed with the registrar under

section 94 [application for continuation into British Columbia] .

(2) A special Act non-share corporation is converted into a society when the conversion application is filed with the registrar under

section 95 (2).

(3) After a corporation is continued as or converted into a society under subsection (1) or (2), the registrar must

(

a) issue a certificate of continuation or conversion, as the case may be, in which is recorded

(

i) the name and incorporation number of the society, and

(ii) the date and time of the continuation or conversion,

(

b) furnish to the society

(

i) the certificate of continuation or conversion, and

(ii) a certified copy of the following records contained in the continuation application filed with the registrar under

section 94 or the conversion application filed with the registrar under

section 95 (2):

(

A) the constitution of the society;

(

B) the bylaws of the society;

(

C) the statement of directors and registered office of the society, and

(

c) publish notice of the continuation or conversion.

(4) Whether or not the requirements precedent and incidental to continuation or conversion have been complied with, a notation in the register of societies that a corporation has been continued as or converted into a society is conclusive evidence for the purposes of this Act and for all other purposes that the corporation has been duly continued as or converted into a society, as the case may be, with the name, and on the date and time, shown in the register of societies.

Effect of continuation or conversion

97 When a corporation is continued as or converted into a society under this Division,

(

a) this Act applies to the society as if the society had been incorporated under this Act and, in the case of the conversion of a special Act non-share corporation, the provisions of the Act by which the corporation was incorporated, and of the regulations under that Act, that are similar to the constitution and bylaws of a society cease to apply,

(

b) the society has the constitution, bylaws and statement of directors and registered office contained in the continuation application filed with the registrar under

section 94 [application for continuation into British Columbia] or the conversion application filed with the registrar under

section 95 (2) [application for conversion of special Act non-share corporation] ,

(

c) the property of the corporation continues to be the property of the society,

(

d) the society continues to be liable for the obligations of the corporation,

(

e) an existing cause of action, claim or liability to prosecution is unaffected,

(

f) a legal proceeding being prosecuted or pending by or against the corporation may be prosecuted or its prosecution may be continued, as the case may be, by or against the society, and

(

g) a conviction against, or a ruling, order or judgment in favour of or against, the corporation may be enforced by or against the society.

No continuation out of British Columbia

98 A society must not apply to a jurisdiction other than British Columbia to be continued into that jurisdiction.

Division 4 – Arrangements

Arrangement may be proposed

(1) Subject to this Act and the regulations, a society may propose any arrangement that it considers appropriate, including, without limitation, an arrangement that includes one or more of the following:

(

a) an alteration to the constitution, bylaws or statement of directors and registered office of the society;

(

b) an amalgamation of the society with one or more other societies;

(

c) an amalgamation of the society with one or more extraprovincial non-share corporations that results in a society;

(

d) a transfer of all or any part of the property or liabilities of the society to another corporation;

(

e) a compromise between the society and its creditors or any class of its creditors;

(

f) a dissolution, or a liquidation and dissolution, of the society.

(2) Before an arrangement proposed under this

section takes effect, the arrangement must be approved by

(

a) special resolution, and

(

b) a court order under

section 100.

Powers of court respecting arrangements

(1) On the application of a society, the court may make an order approving an arrangement proposed by the society, on the terms presented in the application or substantially on those terms, or may refuse to approve the arrangement.

(2) If the court approves an arrangement under subsection (1), the court may make any ancillary or consequential orders it considers necessary to ensure that the arrangement is fully and effectively carried out.

Registry filings respecting arrangements

101 If the provisions of an arrangement the court approves under

section 100 will, on taking effect, alter information contained in records filed with the registrar, the society must

(

a) file with the registrar

(

i) the records required to give effect to those provisions, and

(ii) concurrently with those records, a copy of the entered court order, and

(

b) provide to the registrar any other records and information the registrar may require.

Part 8 – Remedies

Division 1 – Court Proceedings

Complaints by members

(1) A member of a society may apply to the court for an order under this

section on the grounds that

(

a) the activities or internal affairs of the society are being or were conducted, or the powers of the directors are being or were exercised, in a manner oppressive to the member or to the member and one or more other members, or

(

b) an act of the society was done or is threatened, or a resolution of the members or directors was passed or is proposed, that is unfairly prejudicial to the member or to the member and one or more other members.

(2) On an application under subsection (1), the court may, with a view to remedying or bringing to an end the matters complained of, make any interim or final order it considers appropriate, including an order

(

a) directing or prohibiting any act,

(

b) regulating the conduct of the society's activities or internal affairs,

(

c) removing a director or appointing a new director,

(

d) varying or setting aside a transaction to which the society is a party and directing any party to the transaction to compensate any other party to the transaction,

(

e) varying or setting aside a resolution,

(

f) requiring the society, within a period the court specifies, to produce to the court or to a specified person financial statements or an accounting in any form the court may determine,

(

g) directing the society to compensate an aggrieved person,

(

h) directing correction of the records of the society,

(

i) appointing a receiver or receiver manager,

(

j) directing that the society be liquidated and dissolved and appointing one or more liquidators, or

(

k) appointing an investigator to conduct an investigation of the society, providing directions in relation to that investigation and setting the investigator's remuneration.

(3) Section 213 (4) [investigation of society] applies in relation to an investigator appointed under subsection (2) (

k) of this section.

Derivative actions

(1) In this section, "complainant" , in relation to a society, means a member or director of the society or another person whom the court considers to be an appropriate person to prosecute or defend, under this section, a legal proceeding in relation to the society.

(2) A complainant in relation to a society may, with leave of the court,

(

a) prosecute a legal proceeding in the name and on behalf of the society

(

i) to enforce a right of, or a duty or obligation owed to, the society that could be enforced by the society itself, or

(ii) to obtain damages for any breach of a right, duty or obligation referred to in subparagraph (i), or

(

b) defend, in the name and on behalf of the society, a legal proceeding brought against the society.

(3) Section 233 [powers of court in relation to derivative actions] of the Business Corporations Act applies for the purposes of this section.

Compliance or restraining orders

(1) This

section applies if

(

a) a person contravenes or is about to contravene a provision of this Act, the regulations or the bylaws of a society, or

(

b) a society is carrying on activities that are inconsistent with or contrary to its purposes.

(2) On the application of a member or director of a society in relation to which this

section applies or another person whom the court considers to be an appropriate person to make an application under this section, the court may make an order,

(

a) in a case described in subsection (1) (a), directing the person who has contravened or is about to contravene a provision referred to in that subsection to comply with or refrain from contravening the provision, or

(

b) in a case described in subsection (1) (b), directing the society to refrain from carrying on activities that are inconsistent with or contrary to its purposes.

(3) If the court makes an order under subsection (2), the court may make any ancillary or consequential orders it considers appropriate.

Court may remedy irregularities

(1) This

section applies if an omission, defect, error or irregularity in the conduct of the activities or internal affairs of a society results in

(

a) a contravention of this Act or the regulations,

(

b) the society acting inconsistently with or contrary to its purposes,

(

c) a default in compliance with the bylaws of the society,

(

d) proceedings at, or in connection with, a meeting of members or directors of the society, or an assembly purporting to be such a meeting, being rendered ineffective, or

(

e) a resolution consented to by members or directors of the society, or records purporting to be such a resolution, being rendered ineffective.

(2) Despite any other provision of this Act, if an omission, defect, error or irregularity described in subsection (1) occurs,

(

a) the court may, either on its own motion or on the application of a person whom the court considers to be an appropriate person to make an application under this section, make an order

(

i) to correct or cause to be corrected, or to negative or modify or cause to be modified, the consequences in law of the omission, defect, error or irregularity, or

(ii) to validate

an act, matter or thing rendered or alleged to have been rendered invalid by or as a result of the omission, defect, error or irregularity, and

(

b) the court may make any ancillary or consequential orders it considers appropriate.

(3) Unless the court orders otherwise, an order under subsection (2) does not prejudice the rights of a third party who has acquired those rights for valuable consideration and without notice of the omission, defect, error or irregularity that is the subject of the order.

Relief in legal proceedings

106 If, in a legal proceeding against a director of a society, the court finds that the director is or may be liable in respect of negligence, default, breach of duty or breach of trust, the court

(

a) must take into consideration all of the circumstances of the case, including those circumstances connected with the director's designation, election or appointment, and

(

b) may relieve the director, either wholly or partly, from liability, on the terms the court considers appropriate, if it appears to the court that, despite the finding of liability, the director has acted honestly and reasonably and ought fairly to be excused.

Division 2 – Proceedings Respecting Records

Registrar or court may order access or copies

(1) A person who claims to be entitled under

section 24 [inspection of records] or 25 [inspection of register of members may be restricted] to inspect a record of a society, or under

section 27 [copies of records] or 28 [copies of financial statements] to receive a copy of a record of a society, may apply in writing to the registrar for an order under subsection (2) of this

section if the society does not provide the person with access to the record or a copy of the record, as the case may be.

(2) If, on the application of a person referred to in subsection (1), it appears to the registrar that a society has, contrary to

section 24, 25, 27 or 28, failed to provide the applicant with access to, or a copy of, a record, the registrar may order the society to provide to the registrar whichever of the following the society chooses to provide:

(

a) a copy of the record;

(

b) a signed statement of a director or senior manager of the society that sets out the reason why access to, or a copy of, the record is not being provided to the applicant.

(3) The registrar must

(

a) set out in an order under subsection (2) an explanation of the basis on which the applicant claims to be entitled to obtain access to, or a copy of, the record, and

(

b) furnish a copy of the order to the society and the applicant.

(4) A society referred to in an order under subsection (2) must comply with the order within 15 days after the date of the order.

(5) If a society provides to the registrar a copy of a record under subsection (2) (a), the registrar must furnish the copy of the record to the applicant.

(6) If a society provides to the registrar a signed statement of a director or senior manager under subsection (2) (b), the registrar must furnish the statement to the applicant.

(7) An applicant under subsection (1) may, on notice to the society, apply to the court for an order that the applicant be provided with access to, or a copy of, a record if

(

a) a signed statement respecting the record is furnished under subsection (6) to the applicant by the registrar, or

(

b) the society fails to comply with subsection (4).

(8) The court may, on an application under subsection (7), make any order it considers appropriate, including any of the following orders:

(

a) an order requiring that access to a record of the society be provided to the applicant, or that a certified copy of the record be provided to the applicant, within the time specified by the order;

(

b) an order requiring the society to change the location of its registered office to a location the court considers appropriate or to change the location at which some or all of its records are kept, or made available for inspection, under

section 22 (1) [location of records] ;

(

c) an order requiring the society to pay to the applicant damages in an amount the court considers appropriate.

Applications to court to correct records

(1) In this section, "basic records" , in relation to a society, means

(

a) the society's

(

i) constitution,

(ii) bylaws,

(iii) statement of directors and registered office,

(iv) register of directors, and

(

v) register of members,

(

b) the minutes of any meeting of members or directors, and

(

c) any resolution passed by the members or directors, if the resolution is not included in the minutes referred to in paragraph (b).

(2) If information is alleged to be or to have been wrongly entered or retained in, or wrongly deleted or omitted from, a society's basic records, the society, a member or director of the society or another person whom the court considers to be an appropriate person to make an application under this

section may apply to the court for an order that the basic records be corrected.

(3) On an application under this section, the court may make any order it considers appropriate, including an order

(

a) requiring the society to correct one or more of its basic records,

(

b) restraining the society from calling or holding a general meeting or doing any other act before the correction is made,

(

c) determining the right of a party to the application to have the party's name entered or retained in, or deleted or omitted from, basic records of the society, and

(

d) requiring a person to compensate a party who has incurred a loss as a result of a matter referred to in subsection (2).

Missing records

(1) If the court is satisfied that a record the society is required to keep under

section 20 [records to be kept] has been destroyed, is lost, was never created or is otherwise not accessible, the court may, on the application of the society, a member or director of the society or another person whom the court considers to be an