May 14, 2015

1527898742/15018/15018tlc

E3tlc15018

Definitions

Definitions

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;

electronic meeting means a fully electronic meeting or a partially electronic meeting;

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;

fully electronic meeting means a meeting in which persons are entitled to participate solely by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone or other communications medium;

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

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

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

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

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;

partially electronic meeting means a meeting in which persons are entitled to participate in person or by telephone or other communications medium, as set out in the notice for the meeting, if all persons attending the meeting are able to participate in it, whether by telephone, by other communications medium or in person;

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

section 190 [definitions] ,

a community service cooperative as defined in

section 1 (1) [definitions and

interpretation ] of the Cooperative Association Act ,

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,

trustees on trust for a charitable purpose, or

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

register of directors means the record referred to in

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

register of members means the record referred to in

section 20 (1) (h);

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

a pre-existing society;

special resolution means any of the following:

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

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

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

is married to another person, or

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] .

Fundamental Matters in Relation to Societies

Nature of Societies

Purposes

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.

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.

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

A society must not have capital divided into shares.

Restrictions on distributions

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

for full and valuable consideration,

in furtherance of the purposes of the society,

to a qualified recipient,

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

for a distribution that is

of a type authorized by the regulations, and

made in accordance with the regulations.

Liability of members

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

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

Restricted activities and powers

A society must not

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

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

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

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

the bylaws of the society have not been complied with,

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

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

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

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,

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

a record the society is required to keep under

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

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.

Name and Governing Documents

Name

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

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.

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

The registrar

may not reserve a name under this

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

may refuse to reserve a name under this

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

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

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

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

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

Constitution

A society must have a constitution that sets out

the name of the society, and

the purposes of the society.

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

Bylaws

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

membership in the society, including

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

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;

the society's directors, including

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

the expiry of directors' terms of office, if any, for which the expiry is other than at the close of the next annual general meeting after a director's designation, election or appointment,

iii

when directors without terms of office cease to hold office, if other than at the close of the next annual general meeting after a director's designation, election or appointment, and

the number of directors required for the purposes of sections 56 (4.1) [disclosure of director's interest] and 62 (3.1) [disclosure of senior manager's interest] , if greater than one;

general meetings, including

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

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;

any restrictions on

the activities that the society may carry on, or

the powers that the society may exercise.

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".

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.

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 if they

set out the higher voting threshold as a fraction or percentage of the votes cast or as a specific number of votes,

establish the higher voting threshold by requiring a unanimous decision of all the voting members, or

set out a formula for calculating the higher voting threshold.

For certainty, an action referred to in subsection (4) includes altering all or part of one or more provisions of a society's constitution or bylaws.

Despite subsection (4), 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

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

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

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

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

the director's residential address;

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.

Incorporation of Societies

Application for incorporation

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

sets out the name reserved under

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

contains

a constitution,

bylaws, and

iii

a statement of directors and registered office, and

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

Incorporation

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

section 13.

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

issue a certificate of incorporation in which is recorded

the name and incorporation number of the society, and

the date and time of the incorporation,

furnish to the society

the certificate of incorporation, and

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

section 13:

the constitution of the society;

the bylaws of the society;

the statement of directors and registered office of the society;

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

publish notice of the society's incorporation.

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.

Alterations to Constitution and Bylaws

Alterations to constitution

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

change its name, or

alter its purposes.

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

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

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

section 9 [name] .

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

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

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

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

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

furnish to the society the certificate of change of name, and

iii

publish notice of the change of name.

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

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

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

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.

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

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

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.

Registered Office and Records

Registered Office

Registered office

A society must maintain a registered office in British Columbia.

Change of registered office

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

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

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

section 73 [society must file annual report] .

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.

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

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

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

Society Records

Records to be kept

A society must keep the following records:

the society's certificate of incorporation;

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

the constitution of the society;

the bylaws of the society;

iii

the statement of directors and registered office of the society;

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

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

any court or tribunal, in Canada or elsewhere, or

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

the society's register of directors, including the following information:

the name of each director;

the contact information provided by each director;

iii

the date each director was designated, elected or appointed, as the case may be;

the date each director ceased to hold office;

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;

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;

subject to the regulations, the society's register of members, organized by different classes of member, if different classes exist, including the following information:

the name of each member;

the contact information provided by each member;

the minutes of each general meeting, including the text of each resolution voted on at the meeting;

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;

the financial statements of the society required under

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

1.1

A society's register of members must not include information other than the information referred to in subsection (1) (h) (

i) and (ii).

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

the minutes of each meeting of directors, including

a list of all of the directors at the meeting, and

the text of each resolution voted on at the meeting;

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

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

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

section 20 if

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

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

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

section 20 [records to be kept] ,

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

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.

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.

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

identifying the specified location, and

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

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] .

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

section 20 so as to

keep those records in a complete state,

avoid loss or destruction of or damage to those records,

avoid falsification of entries made in those records, and

facilitate simple, reliable and prompt access to those records.

Inspection of records

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] .

A member of a society, without charge,

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

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

section 20 (2).

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

section 20.

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.

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).

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

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.

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.

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.

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

sets out the applicant's name, and

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

A member who makes an application under this

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

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.

A person who has inspected the register of members under this

section or who has, as a person entitled to inspect under this section, obtained a copy of the register of members under

section 27 [copies of records] , as applicable, must not use the information obtained from the inspection or the copy except in connection with

the requisitioning or calling of a general meeting under

section 75 [requisition of general meeting] ,

the submission of a proposal under

section 81 [members' proposals] ,

the calling of a general meeting under

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

an effort to influence the voting of members.

Repealed

[Repealed 2021-24-6.]

Copies of records

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.

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.

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).

Despite subsection (3),

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

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

the current constitution and bylaws of the society, and

the most recent financial statements, as defined in

section 28 (1), of the society.

Use of information from register of directors

27.1

A person who has inspected the register of directors under

section 24 [inspection of records] or obtained a copy of the register of directors under

section 27 must not use the contact information obtained from the inspection or the copy except in connection with matters related to the activities or internal affairs of the society.

Copies of financial statements

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.

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.

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.

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).

Distribution of Records

How record is sent

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

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

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

there is no agreement under paragraph (a), and

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

the society;

a member of the society;

a director of the society;

a senior manager of the society;

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

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

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

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.

If a society's bylaws specify that a record may be sent by making the record available for pick-up at the society's registered office, the following rules apply:

the sender must notify the intended recipient that the record is available for pick-up;

the record is not considered to be sent until the society notifies, under paragraph (a), the intended recipient.

How record is delivered

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

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

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

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 mailbox or mail slot for that delivery address, or

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

When society receives record

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

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

the beginning of the day on

the third day after the record is delivered to the delivery address of the registered office of the society,

the fifth 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 third day after the record is emailed or faxed to that email address or fax number.

How record is served on society

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

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

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

Finance

Investment and Borrowing

Investment of society's funds

A society may invest its funds only

in accordance with its bylaws, or

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

Borrowing and issuance of securities

Subject to subsection (2), a society may

borrow money, and

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

at any time,

to any person, and

iii

for any consideration

that the directors may determine.

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.

Financial Statements

Financial statements

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

financial statements prepared in accordance with this section;

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

The financial statements referred to in subsection (1) (

a) must be prepared in relation to the period

beginning,

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

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

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

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

The financial statements of a society required under

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

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

the remuneration paid by the society in that period 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.

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

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.

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.

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

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

section 35 [financial statements] unless the financial statements

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

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

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

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.

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.

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.

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).

Management

Directors

Number and residency of directors

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

Subject to the regulations, 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

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.

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.

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.

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

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

the designation, election or appointment is made at a meeting that the individual attends and the individual does not refuse, at the meeting, to be a director.

Directors must be qualified

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.

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

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.

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.

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

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

a.1

a person in respect of whom a certificate of incapability is issued under the Adult Guardianship Act , unless the certificate is subsequently cancelled under

section 37 (4) of that Act,

an undischarged bankrupt, or

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

the court orders otherwise,

5 years have elapsed since the last to occur of

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

the imposition of a fine,

the conclusion of the term of any imprisonment, and

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

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

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

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

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

imposing conditions on the payment of reimbursement;

limiting the amount of reimbursement payable;

prohibiting reimbursement.

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

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.

An act of a society is not invalid merely because

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

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

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.

Changes Respecting Directors

When director ceases to hold office

A director of a society ceases to hold office when any of the following occurs:

in the case of a director designated, elected or appointed for a term, the director's term of office expires;

in the case of a director designated, elected or appointed without a term of office, unless the bylaws provide otherwise, at the close of the next annual general meeting after the director's designation, election or appointment;

the director resigns or dies;

the director is removed from office in accordance with

section 50 (1) [removal of directors] .

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

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

the receipt by the society of the written resignation;

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,

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

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

A director of a society may be removed from office

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

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

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

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.

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] .

2.1

A society must, promptly after the society becomes aware that its statement of directors and registered office contains an error, file with the registrar a notice of correction.

After a society files a notice of change of directors under subsection (1), an annual report referred to in subsection (2) or a notice of correction under subsection (2.1), the registrar must

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

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

Applications respecting directors

51.1

A person who claims not to be a director but who is shown as a director in the society's statement of directors and registered office may, on notice to the society, apply to the registrar to alter the society's statement of directors and registered office to remove the person's name and any address of the person.

On an application under subsection (1), subject to subsection (3), the registrar must alter the society's statement of directors and registered office to reflect the change if

the applicant provides proof satisfactory to the registrar that the applicant is not a director of the society, and

it appears to the registrar that, in respect of the applicant, the society has failed to file or provide a notice of change of directors in accordance with

section 51 (1) or (2).

The statement of directors and registered office must continue to set out the delivery address and mailing address of the registered office of the society.

If, under subsection (2) of this section, the registrar alters the society's statement of directors and registered office, the registrar must furnish a certified copy of the statement of directors and registered office to the society and the applicant.

Role of Directors

Functions of directors

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

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

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

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

act in accordance with this Act and the regulations, and

subject to paragraphs (

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

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.

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.

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

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

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

Unless the bylaws of a society provide otherwise, the directors may meet at any location or in an electronic meeting, on any notice and in any manner convenient to the directors.

The directors of a society may pass a directors' resolution without a meeting if both of the following requirements are met:

a copy of the resolution is sent to all of the directors;

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.

A director may not vote by proxy at a meeting of directors.

Application of this Act to persons performing functions of director

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:

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

section 41 [employment of directors] ;

section 46 [remuneration and reimbursement of directors] ;

section 53 [duties of directors] ;

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

Division 5 [Directors' Liability] of this Part;

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

section 106 [relief in legal proceedings] ;

section 116 (2) [examination and access] ;

section 147 [duty to assist liquidator] ;

section 157 [liabilities survive] ;

section 213 (4) [investigation of society] ;

a provision prescribed by regulation.

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.

Directors' Conflicts of Interest

Disclosure of director's interest

Subject to subsection (5), this

section applies to a director of a society who has a direct or indirect material interest, that is known by the director or reasonably ought to have been known, in

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

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.

A director to whom this

section applies must

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

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),

leave the directors' meeting, if any,

subject to subsection (4.1), when the contract, transaction or matter is discussed, and

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

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

A disclosure under subsection (2) (

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

the minutes of a meeting of directors;

a consent resolution of directors;

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.

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,

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

subsection (2) (

c) and (

d) does not apply.

4.1

A director to whom this

section applies may remain in a directors' meeting for the purpose of providing information if asked to do so by one other director or, if provided for in the bylaws, a greater number of directors.

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:

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] ;

indemnification of or payment to the director under

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

the purchase or maintenance of insurance, referred to in

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

Accountability

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

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

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

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:

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

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;

make any other order the court considers appropriate.

Directors' Liability

Directors' liability for money or other property distributed

Directors of a society who

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

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.

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.

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.

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.

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:

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

join a person as a party to the legal proceeding;

make any other order the court considers appropriate.

Limitations on liability

A director of a society is not liable under

section 59 and has complied with the director's duties under

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

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

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

in a written report of the auditor of the society;

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

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

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

the record was forged, fraudulently made or inaccurate, or

the information or representation was fraudulently made or inaccurate.

Senior Managers

Senior managers

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.

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.

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.

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.

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

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

section 53 [duties of directors] ;

section 106 [relief in legal proceedings] .

Disclosure of senior manager's interest

This

section applies to a senior manager of a society who has a direct or indirect material interest, that is known by the senior manager or reasonably ought to have been known, in

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

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.

A senior manager to whom this

section applies must

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

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 in attendance, leave the directors' meeting

subject to subsection (3.1), when the contract, transaction or matter is discussed, and

when the directors vote on the contract, transaction or matter, and

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

A disclosure under subsection (2) (

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

the minutes of a meeting of directors;

a consent resolution of directors;

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.

3.1

A senior manager to whom this

section applies may remain in a directors' meeting for the purpose of providing information if asked to do so by one director or, if provided for in the bylaws, a greater number of directors.

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.

Indemnification of Directors and Senior Managers and Payment of Expenses

Definitions

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,

is or may be joined as a party, or

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

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:

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;

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.

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

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

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.

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.

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.

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

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:

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;

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.

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

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.

Members and General Meetings

Membership

Membership

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

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

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.

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

Classes of membership

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

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

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

Termination of membership

A member's membership in a society terminates when

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

the membership terminates in accordance with the bylaws,

the member resigns,

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

the member is expelled in accordance with the bylaws or under

section 70 (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

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

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

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

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

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

General Meetings and Annual Reports

Annual general meetings

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.

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

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, or if a later date is prescribed, that later date, in the following calendar year, in which event

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

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

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

section 71 if

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

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.

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

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

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

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.

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.

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.

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

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

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

Subject to

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

Requisition of general meeting

In this section:

requisition threshold means

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

b) applies, or

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).

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

A requisition under this

section

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

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,

must state, in 500 words or less, the business to be considered at the meeting, including any special resolution the requisitionists wish to have considered at the meeting,

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

must be sent to each individual listed in the society's register of directors.

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

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

notice of the meeting, accompanied by the text of the statement referred to in subsection (3) (c), must be sent.

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).

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.

A general meeting called under subsection (6) must be

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

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.

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

Subject to subsections (2) to (4), 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.

A general meeting may be held at a location outside British Columbia if

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

the meeting is held

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

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

If a general meeting is a partially electronic meeting, subsections (1) and (2) apply to the location where persons attend the meeting in person.

If a general meeting is a fully electronic meeting, subsections (1) and (2) do not apply to the meeting.

Notice of general meeting

Written notice of a general meeting, containing the information set out in

section 78 [content of notice of general meeting] , must be sent to every member of the society

at least

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

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

not more than 60 days before the meeting.

Notice of a general meeting of a society that has more than 100 members is, if permitted by the bylaws, deemed to have been sent under subsection (1) if

notice of the meeting has been sent by email to the email address of every member of the society for whom the society has an email address in the register of members, and

notice of the meeting

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

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.

2.1

[Repealed 2021-24-22.]

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.

Content of notice of general meeting

Notice of a general meeting must include the date and time and, if applicable, the location of the meeting and the text of any special resolution to be submitted to the meeting.

If a general meeting is an electronic meeting, the notice of the meeting must also contain instructions for attending and participating in the meeting by telephone or other communications medium, including, if applicable, instructions for voting at the meeting.

Waiver of notice

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.

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

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,

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

for any other reason the court considers appropriate.

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

In this section:

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

proposal threshold means

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

b) applies, or

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

but in either case, not fewer than 2 members.

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.

2.1

A proposal may be accompanied by one written statement in support of the proposal.

A proposal is valid if

the proposal contains the names of, and is signed by, not fewer than the number of voting members that constitutes the proposal threshold for the society,

the proposal is accompanied by any special resolution required to be considered, and

the proposal, or, if a statement referred to in subsection (2.1) accompanies the proposal, the proposal and statement together, does not exceed 500 words in length.

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

the proposal,

the names of the members submitting the proposal, and

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

4.1

Subject to subsection (7), the society must allow one of the members who submitted a valid proposal to present the proposal personally, and not by proxy, at the annual general meeting in relation to which the proposal was made if the member is a voting member at the time of the meeting.

[Repealed 2021-24-24.]

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).

A society is not required to comply with subsection (4) or (4.1) if the proposal relates to substantially the same matter that 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

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

3 voting members, unless paragraph (

b) of this subsection applies, or

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

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:

specifying the number of voting members that constitutes a quorum;

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

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.

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

Participation in general meeting by telephone or other communications medium

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 attending the meeting are able to participate in it, whether by telephone, by other communications medium or in person.

If a society holds a general meeting that is not an electronic meeting, the society is not obligated to take any action or provide any facility to permit or facilitate the use of any communications medium at the meeting.

2.1

If a society holds a general meeting that is an electronic meeting, the society must permit and facilitate participation in the meeting by telephone or other communications medium.

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.

Voting

Right to vote

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.

A voting member of a society has only one vote.

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

The bylaws of a society may

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

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

The bylaws of a society may authorize

indirect or delegate voting, or

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

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

A voting member of a society may not appoint a proxy holder unless permitted to do so by the bylaws of the society.

An appointment of a proxy holder

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

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

may be revoked at any time.

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.

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.

Corporate Reorganizations

Amalgamation

Definitions

In this Division:

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

amalgamating corporation means

an amalgamating society, or

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

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

filing with the registrar an amalgamation application that

sets out

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,

the name of each amalgamating corporation, and

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

contains, for the proposed amalgamated society,

a constitution,

bylaws, and

a statement of directors and registered office, and

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

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

section 87 unless

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

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

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

Amalgamation

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] .

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

issue a certificate of amalgamation in which is recorded

the name and incorporation number of the amalgamated society,

the date and time of the amalgamation,

iii

the name of each amalgamating corporation, and

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

furnish to the amalgamated society

the certificate of amalgamation, and

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

section 87:

the constitution of the society;

the bylaws of the society;

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

publish notice of the amalgamation.

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

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

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

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

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] ,

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

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

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

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

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.

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

A society must not amalgamate with another corporation to form

a corporation in a jurisdiction other than British Columbia, or

a corporation that is not a society.

Disposal of Society's Undertaking

Disposal of undertaking

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.

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:

setting aside part or all of the disposition;

prohibiting part or all of the proposed disposition.

Continuation and Conversion

Definition of "special Act non-share corporation"

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

an Act.

Application for continuation into British Columbia

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

filing with the registrar a continuation application that

sets out

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

the name reserved under

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

contains, for the proposed society,

a constitution,

bylaws, and

a statement of directors and registered office, and

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

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

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

has been authorized to do so by a special resolution that

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

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).

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 conversion application that

sets out the name reserved under

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

contains, for the proposed society,

a constitution,

bylaws, and

a statement of directors and registered office,

the minister's written consent to the conversion, and

any other records the registrar may require.

Continuation or conversion

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] .

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

section 95 (2).

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

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

the name and incorporation number of the society, and

the date and time of the continuation or conversion,

furnish to the society

the certificate of continuation or conversion, and

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):

the constitution of the society;

the bylaws of the society;

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

publish notice of the continuation or conversion.

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

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

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,

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] ,

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

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

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

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

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

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

Arrangements

Arrangement may be proposed

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:

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

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

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

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

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

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

Before an arrangement proposed under this

section takes effect, the arrangement must be approved by

special resolution, and

a court order under

section 100.

Powers of court respecting arrangements

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.

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

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

file with the registrar

the records required to give effect to those provisions, and

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

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

Remedies

Court Proceedings

Complaints by members

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

section on the grounds that

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

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.

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

directing or prohibiting any act,

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

removing a director or appointing a new director,

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,

varying or setting aside a resolution,

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,

directing the society to compensate an aggrieved person,

directing correction of the records of the society,

appointing a receiver or receiver manager,

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

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

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

k) of this section.

Derivative actions

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.

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

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

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

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

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

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

This

section applies if

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

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

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,

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

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.

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

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 contravention of this Act or the regulations,

the society acting inconsistently with or contrary to its purposes,

a default in compliance with the bylaws of the society,

proceedings at, or in connection with, a general meeting or a meeting of directors, or an assembly purporting to be such a meeting, being rendered ineffective, or

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

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

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

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

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

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

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

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

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

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.

Proceedings Respecting Records

Registrar or court may order access or copies

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.

1.1

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 furnish a written notice to the society that the registrar will issue an order under subsection (2) of this

section unless the society provides to the registrar within 15 days after the date on which the notice is furnished whichever of the following the society chooses to provide:

a copy of the record;

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.

1.2

The registrar must

set out in a notice under subsection (1.1) an explanation of the basis on which the applicant claims to be entitled to obtain access to, or a copy of, the record, and

furnish a copy of the notice to the applicant.

If a society referred to in a notice under subsection (1.1) does not provide to the registrar, in accordance with the notice, a copy of the record or a signed statement of a director or senior manager, the registrar must order the society to provide to the registrar whichever of the following the society chooses to provide:

a copy of the record referred to in subsection (1.1) (a);

a signed statement referred to in subsection (1.1) (b).

The registrar must

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

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

A society referred to in an order under subsection (2) must comply with the order within 10 days after the date of the order.

If a society provides to the registrar a copy of a record under subsection (1.1) (

a) or (2) (a), the registrar must furnish the copy of the record to the applicant.

If a society provides to the registrar a signed statement of a director or senior manager under subsection (1.1) (

b) or (2) (b), the registrar must furnish the statement to the applicant.

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

the society fails to comply with subsection (4).

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

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;

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] ;

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

Applications to court to correct records

In this section, basic records , in relation to a society, means

the society's

constitution,

bylaws,

iii

statement of directors and registered office,

register of directors, and

register of members,

the minutes of any general meeting or meeting of directors, and

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

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.

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

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

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

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

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

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 appropriate person to make an application under this section, make any order it considers appropriate and may, without limitation,

declare what was or should have been contained in the record,

declare the record to have existed with full legal effect from the date and time the society was incorporated or from any other date and time the court may order, and

if a declaration is made under paragraph (

a) of this subsection in respect of the contents of a record, order that some or all of those contents

apply to a person or to an event, or

do not apply to a person or to an event, whether or not those contents would have applied to the person or to the event on or after the date and time the court orders under paragraph (

b) of this subsection.

If an order is made under subsection (1) in respect of a record, the provisions of Division 2 [Society Records] of

Part 3 [Registered Office and Records] that are applicable to that record apply to a copy of the entered court order.

Civil Resolution Tribunal

Definitions

109.1

In this Division:

civil resolution tribunal means the Civil Resolution Tribunal established under the Civil Resolution Tribunal Act ;

society claim has the same meaning as in the Civil Resolution Tribunal Act .

Who may request resolution by civil resolution tribunal

109.2

A society, or a member of a society, may make a request under

section 4 [asking the tribunal to resolve a claim] of the Civil Resolution Tribunal Act asking the civil resolution tribunal to resolve a dispute concerning a society claim.

A person, other than a person referred to in subsection (1), who claims

to be entitled, under

section 24 [inspection of records] of this Act, to inspect a record of a society,

to be entitled, under

section 27 [copies of records] of this Act, to receive a copy of a record of a society, or

to be entitled, under

section 28 [copies of financial statements] of this Act, to receive a copy of a record of a society

may make a request under

section 4 of the Civil Resolution Tribunal Act asking the civil resolution tribunal to resolve a dispute concerning a society claim that relates to the person inspecting or receiving a copy of the record.

A person may make a request in accordance with subsection (1) or (2) whether or not the person has applied to the registrar for an order under

section 107 [registrar or court may order access or copies] of this Act.

Nothing in this

section or the Civil Resolution Tribunal Act limits a person's right to apply to the registrar for an order under

section 107 of this Act.

A request under

section 4 of the Civil Resolution Tribunal Act may not be made with respect to any matter relating to the termination of membership in a society.

Audit

Application of

Part

This Part applies in relation to a society

that is required to have an auditor under

section 111 (1) (a), or

for which an auditor is appointed in any other case.

Appointment of auditor

A society

must have an auditor if the society is required to have an auditor by the society's bylaws or under the regulations, and

may have an auditor in any other case.

The first auditor, if any, of a society must be appointed by the directors, or by ordinary resolution, to hold office until the close of the annual general meeting following the appointment.

Each auditor, if any, subsequent to the first auditor must be appointed at each annual general meeting, by ordinary resolution, to hold office until the close of the next annual general meeting.

If a subsequent auditor is not appointed as required under subsection (3), and the society is required to have an auditor under subsection (1) (a), the auditor in office continues as auditor until a successor is appointed.

If there is a vacancy in the office of auditor created by resignation, death or otherwise, other than by removal under

section 115 [removal of auditor during term] , the directors may appoint an auditor to hold office until the close of the next annual general meeting.

If, for any reason, a society that is required under subsection (1) (

a) to have an auditor does not have an auditor, the court may, on the application of a member of the society or another person whom the court considers to be an appropriate person to make an application under this section,

appoint an auditor to hold office until the close of the next annual general meeting, and

set the remuneration the society is to pay for the auditor's services.

Persons qualified to act as auditor

A person is qualified to act as an auditor of a society only if the person is

a member of, or is a partnership whose partners are members of, a provincial institute of chartered accountants within Canada,

a member of a provincial organization of chartered professional accountants within Canada, authorized by that organization to perform an audit,

a professional accounting corporation as defined in the Chartered Professional Accountants Act , authorized by the CPABC as defined in that Act to perform an audit, or

a registered firm as defined in the Chartered Professional Accountants Act , authorized by the CPABC as defined in that Act to perform an audit.

Independence of auditor

In this section:

member of the immediate family , in relation to a person, means any of the following:

the spouse of the person;

a parent or child of the person;

a relative of the person, or a relative of the person's spouse, who resides with the person;

partner , in relation to a person, means a person with whom the person carries on, in partnership, the profession of public accounting.

A person who is not independent of a society must not act as the auditor of the society.

For the purposes of this section, independence is a question of fact, but a person is not independent of a society if

the person is

a director or senior manager of the society or a person who holds an equivalent position in a subsidiary of the society,

an employee of the society or of a subsidiary of the society, or

iii

a partner, employer, employee or member of the immediate family of a person referred to in subparagraph (

i) or (ii),

the person, a member of the immediate family of the person, a partner of the person or a member of the immediate family of a partner of the person beneficially owns or controls, directly or indirectly, an interest in a share or a bond, debenture, note or other evidence of debt obligation of the society or of a subsidiary of the society,

the person is appointed a trustee of the estate of the society under the Bankruptcy and Insolvency Act (Canada) or is a partner, employer, employee or member of the immediate family of that trustee, or

the person is a member of the society and has the power, either directly or indirectly, to elect or appoint the majority of directors of the society.

Except in the circumstances described in subsection (3) (d), membership in a society is not to be taken into consideration in determining whether an auditor is independent.

Capacity to act as auditor

An auditor of a society who is not, or who ceases to be, qualified under

section 112 [persons qualified to act as auditor] to act as an auditor must, promptly after becoming aware of that fact, become qualified or resign as auditor of the society.

An auditor of a society who is not, or who ceases to be, independent within the meaning of

section 113 must, promptly after becoming aware of that fact,

eliminate the circumstances that resulted in the auditor not being independent, or

resign as auditor of the society.

Removal of auditor during term

A society

may, by ordinary resolution passed at a general meeting called for the purpose, remove its auditor before the expiration of the auditor's term of office, and

must, by ordinary resolution passed at the general meeting referred to in paragraph (a), appoint a person as auditor for the remainder of the term of office of the auditor who was removed under that paragraph.

Before calling a general meeting for the purpose referred to in subsection (1) (a), a society must send to the auditor who is proposed to be removed

written notice of the intention to call the meeting, specifying the date on which the notice of the meeting is proposed to be sent, and

a copy of all of the materials proposed to be sent to the members in connection with the meeting.

The society must send to the auditor who is proposed to be removed the records referred to in subsection (2) at least 14 days before the date on which the notice of the meeting is sent.

An auditor may send to the society written representations respecting the auditor's proposed removal as auditor, and, if the society receives those written representations at least 7 days before the date on which the notice of the meeting is sent, the society must, at its expense, send a copy of those representations with the notice of the meeting.

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).

Examination and access

The auditor of a society must make the examinations that are, in the auditor's opinion, necessary to enable the auditor to prepare the report required under

section 117.

A person who is or was a member, director or senior manager of a society or holds or held an equivalent position in a subsidiary of the society, or who is or was an employee or agent of the society or of a subsidiary of the society, must, to the extent that the person is reasonably able to do so, comply with any demand of the auditor of the societ