This archived statute consolidation is current to November 8, 1991 and includes changes enacted and in force by that date.

Society Act

[RSBC 1979] CHAPTER 390

Contents
Section
  1.  Interpretation
Part 1 — Incorporation
  2.  Purposes
  3.  Procedure for incorporation
  4.  Effect of incorporation
  5.  Liability of members
  6.  Bylaw items
  7.  Voting
  8.  No share capital
  9.  Interest not transferable
  10.  Address for service
  11.  Location of records
  12.  Service of documents
  13.  Seal
  14.  Insurance purposes
  15.  Degrees and diplomas
  16.  Contracts
  17.  Amalgamation of societies
  18.  Branch societies
  19.  Incorporation of branch societies
Part 2 — Changes in Constitution and Bylaws
  20.  Changes in constitution
  21.  Effect of change of name
  22.  Additional provisions of constitution
  23.  Change in bylaws
Part 3 — Directors
  24.  Directors
  25.  Duties of directors
  26.  No exceptions from statutory duties
  27.  Disclosure of interests
  28.  Accountability
  29.  Validity of contracts
  30.  Security and indemnity of officers and directors
  31.  Removal of directors
Part 4 — Financial
  32.  Investment of society's funds
  33.  Deposit accounts
  34.  Subsidiaries
  35.  Borrowing
  36.  Accounting records
  37.  Inspection by members
  38.  Reporting society
  39.  Furnishing financial statements
  40.  Approval by directors
Part 5 — Audit
  41.  Auditor
  42.  Professional qualifications
  43.  Persons not qualified as auditors
  44.  Remuneration
  45.  Incumbent auditor
  46.  Removal of auditor
  47.  Annual audit
  48.  Member may require auditor at meeting
  49.  Inquiries of auditor
  50.  Reading report
  51.  Amendment of financial statements and report
  52.  Access to records
  53.  Powers of auditor
  54.  Right to attend
  55.  Defamation
Part 6 — Members, Meetings
  56.  Annual general meeting
  57.  Place of meeting
  58.  Requisition for general meeting
  59.  Court may call
  60.  Notice
  61.  Quorum
  62.  Voting
  63.  Proxies
  64.  Financial statements, general
  65.  Financial statements, reporting societies
  66.  Special resolutions
  67.  Other resolutions
  68.  Filing annual statement and report
  69.  Copies of constitution and bylaws
  70.  Register of members
Part 7 — Termination of Existence
  71.  Dissolution and restoration
  72.  Society with insurance purposes
  73.  Disposal of assets
  74.  Conversion to company
Part 8 — Extraprovincial Societies
  75.  Extraprovincial society registration
  76.  Procedure
  77.  Attorney for service
  78.  Return to registrar
  79.  Suspension and revocation of registration
  80.  Agents prohibited
  81.  Disabilities of unregistered society
  82.  Application
  83.  Repealed
Part 9 — Special Procedures
  84.  Imperfect compliance
  85.  Investigation of society
  86.  Court may remedy irregularities
Part 9.1 — Occupational Titles Protection
  86.1  Interpretation and application
  86.2  Registration
  86.3  Effect of registration
  86.4  Injunction
  86.5  Cancellation by registrar
  86.6  Other remedies not affected
  86.7  Offence Act
Part 10 — General
  87.  Authentication of returns
  88.  Repealed
  89.  Inspection and copies of documents
  90.  Appeals
  91.  Hearings
  92.  Fees
  93.  Regulations
  94.  Application of Act

Interpretation

1.  In this Act

"auditor" includes a partnership of auditors;

"business" means an activity that produces taxable income under the Income Tax Act;

"bylaws" means the bylaws of a society;

"commission" means the commission established under the Commercial Appeals Commission Act;

"constitution" means the constitution established for a society under this or the former Act; and, in applying the word to a society that was subject to the original Act, it means the declaration for incorporation of that society, or other similar document;

"court" means the Supreme Court;

"debenture" has the same meaning as in the Company Act;

"debt obligation" means a bond, debenture, note or other similar obligation, whether secured or unsecured, of a society;

"director" includes trustee, officer, member of an executive committee and a person occupying any such position by whatever name called;

"document" means a written instrument, including a notice, order, certificate, register, letter, report, return, account, summons or legal process;

"existing society" means a society to which the former Act applied and which was in existence on January 5, 1978;

"extraprovincial society" means a society or association, incorporated or otherwise, formed outside the Province, and includes a branch of that society or association, but does not include a society or association, incorporated or otherwise, formed to acquire profit or gain or that has a capital divided into shares;

"former Act" means the Societies Act, S.B.C. 1947, c. 82, the Societies Act, R.S.B.C. 1948, c. 311, or the Societies Act, R.S.B.C. 1960, c. 362;

"member" means

(a) an applicant for incorporation of a society who has not ceased to be a member; and

(b) every other person who becomes and remains a member in accordance with the bylaws;

"mortgage" includes a secured debt obligation;

"ordinary resolution" means

(a) a resolution passed in general meeting by the members of a society by a simple majority of the votes cast in person or, where proxies are allowed, by proxy;

(b) a resolution that has been submitted to the members of a society and consented to in writing by 75% of the members who would have been entitled to vote on it in person or by proxy at a general meeting of the society; and a resolution so consented to shall be deemed to be an ordinary resolution passed at a general meeting of the society; or

(c) where a society has adopted a system of indirect or delegate voting or voting by mail, a resolution passed by a simple majority of votes cast in respect of the resolution;

"original Act" means the Societies Act, S.B.C. 1920, c. 83, the Societies Act, R.S.B.C. 1924, c. 236, or the Societies Act, R.S.B.C. 1936, c. 265;

"registrar" means the Registrar of Companies;

"reporting society" means a society

(a) that is by its bylaws or by an ordinary resolution filed with the registrar declared to be a reporting society;

(b) that is carrying on insurance business as defined in the Financial Institutions Act;

(c) that requires a consent under section 2 (1) (a), (b), (c) or (d) or section 20 as a condition precedent to incorporation or changing its constitution;

(d) that is ordered to be a reporting society pursuant to section 38;

(e) that is a holding corporation for the purposes of the Company Act; or

(f) that became an amalgamated society after January 4, 1978 if one of the amalgamating societies was, at the time of the amalgamation, a reporting society,

unless the registrar pursuant to the regulations orders that it is not a reporting society;

"society" means a society incorporated under this Act, and includes an existing society;

"special resolution" means

(a) a resolution passed in general meeting by a majority of not less than 75% of the votes of those members of a society who, being entitled to do so, vote in person or, where proxies are allowed, by proxy

(i)  of which the notice that the bylaws provide and not being less than 14 days' notice specifying the intention to propose the resolution as a special resolution has been given; or

(ii)  if every member entitled to attend and vote at the meeting so agrees, at a meeting of which less than 14 days' notice has been given;

(b) a resolution consented to in writing by every member of a society who would have been entitled to vote on it in person or, where proxies are allowed, by proxy at a general meeting of the society; and a resolution so consented to shall be deemed to be a special resolution passed at a general meeting of the society;

(c) where a society has adopted a system of indirect or delegate voting or voting by mail, a resolution passed at least 75% of the votes cast in respect of the resolution; or

(d) an extraordinary resolution passed before January 5, 1978;

"subscription" includes fee, due, assessment or other similar sum payable by a member under the bylaws;

"subsidiary" has the same meaning as in the Company Act.

Historical Note(s): 1977-80-1; 1978-15-5; 1982-68-48, proclaimed effective December 1, 1982; 1989-47-400.

Part 1 — Incorporation

Purposes

2.  (1) A society may be incorporated under this Act for any lawful purpose or purposes such as national, patriotic, religious, philanthropic, charitable, provident, scientific, fraternal, benevolent, artistic, educational, social, professional, agricultural, sporting or other useful purposes, but not for

(a) the operation of a boarding home, orphanage or other institution for minors, or the supplying of any other form of care for minors without the written consent of the Superintendent of Family and Child Service designated under the Family and Child Service Act;

(b) the ownership, management or operation of a hospital without the written consent of the Minister of Health;

(c) the ownership, management or operation of a social club without the written consent of the minister;

(d) the purpose of paying benefits or rendering services as described in section 14 without the written consent of the Superintendent of Financial Institutions;

(e) any purpose without the consent of an existing society should the registrar require it; or

(f) the purpose of carrying on a business, trade, industry or profession for profit or gain.

(2) Carrying on a business, trade, industry or profession as an incident to the purposes of a society is not prohibited by this section, but a society shall not distribute any gain, profit or dividend or otherwise dispose of its assets without receiving full and valuable consideration, to a member or members of the society, except during winding up or on dissolution and then only as permitted by section 73.

Historical Note(s): 1977-80-2; 1980-11-31, proclaimed effective June 1, 1981; 1989-47-401.

Procedure for incorporation

3.  (1) Five or more persons may apply for incorporation of a society by sending to the registrar

(a) an original, signed by all applicants, and a copy of the constitution and bylaws of the proposed society according to Form 1, 2 or 3 of Schedule A;

(b) a list of persons who will be the first directors of the society, in Form 4 of Schedule A, stating their full names and resident addresses;

(c) a notice of the address of the proposed society in Form 5 of Schedule A; and

(d) the prescribed fees.

(2) [Repealed 1982-76-39.]

(3) If the purposes of the proposed society do not appear to the registrar to be authorized by this Act or to be sufficiently set forth, he may require, as a prerequisite to incorporation, that they be altered accordingly.

(4) Where

(a) no consent is required by law as a condition precedent to incorporation or the use of a name, or the consent has been obtained;

(b) the constitution and bylaws of the proposed society appear to the registrar to comply with this Act;

(c) the name of the proposed society is not one the registrar, for good and valid reason, rejects; and

(d) a prerequisite under subsection (3) has been fulfilled,

the registrar shall incorporate the society by issuing under his seal of office a certificate showing that the society is incorporated.

(5) On incorporation of a society, the registrar shall

(a) retain and register one copy of the constitution and bylaws and return the other copy to the applicants, certified as having been registered by him; and

(b) publish notice of the incorporation in the Gazette.

(6) A certificate of incorporation given by the registrar for a society is conclusive proof that the requirements of this Act in respect of incorporation have been complied with and that the society is incorporated under this Act.

Historical Note(s): 1977-80-3; 1980-5-9, proclaimed effective September 29, 1980; 1982-76-39.

Effect of incorporation

4.  (1) From the date of the certificate of incorporation the members of the society are members of a corporation

(a) with the name contained in the certificate;

(b) having perpetual succession;

(c) with the right to a seal; and

(d) with the powers and capacity of a natural person of full capacity as may be required to pursue its purposes.

(2) The powers referred to in subsection (1) include but are not limited to the powers to

(a) buy, sell, exchange, develop and mortgage property;

(b) borrow money and give security for it and secure or purchase money obligations;

(c) issue negotiable instruments;

(d) receive and make gifts;

(e) enter contracts and leases;

(f) employ persons; and

(g) belong to other societies or associations, whether or not incorporated, with similar purposes or purposes beneficial to the society.

(3) A society may sue and be sued, contract and be contracted with, in its corporate name.

(4) A certificate issued by the president, secretary or a director of a society stating that the intended exercise by the society of a power described in the certificate is in pursuance of a purpose of the society stated or summarized in the certificate is, as between the person to whom the certificate was issued and any other person, including the society, and past, present and future members or creditors of the society, conclusive proof of the truth of the matters set forth in the certificate if the person to whom the certificate is issued acts on it in good faith and within a reasonable time.

Historical Note(s): 1977-80-4.

Liability of members

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

Historical Note(s): 1977-80-5.

Bylaw items

6.  (1) The bylaws of a society incorporated under this Act shall contain provisions in respect of

(a) admission of members, their rights and obligations and when they cease to be in good standing;

(b) conditions under which membership ceases and the manner, if any, in which a member may be expelled;

(c) procedure for calling general meetings;

(d) rights of voting at general meetings, whether proxy voting is allowed, and if so, provisions for it;

(e) appointment and removal of directors and officers and their duties, powers and remuneration, if any;

(f) exercise of borrowing powers; and

(g) preparation and custody of minutes of meetings of the society and directors.

(2) Subject to subsection (1) the bylaws of a society may be in the form of Schedule B or a modified form or another form altogether.

Historical Note(s): 1977-80-6.

Voting

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

(2) A society may have non-voting members but their number shall not exceed the number of voting members.

(3) The registrar may by order and on the terms and conditions he considers appropriate

(a) allow a society or class of societies to adopt a system of delegate voting or voting by mail as described in the order; or

(b) exempt a society or class of societies from the limitation on the number of non-voting members in subsection (2),

and an order made under this subsection may be made retroactive to March 27, 1961 or any date after that.

(4) Subject to the bylaws, a person under the age of 19 years

(a) may be admitted as a member of a society;

(b) may be appointed to an office in the society; and

(c) is liable for the payment of a subscription as if he were of full age.

(5) Subject to the bylaws, a corporation admitted to membership in a society may be represented by a person authorized on behalf of the corporation.

Historical Note(s): 1977-80-7; 1982-76-40.

No share capital

8.  A society shall not have a capital divided into shares.

Historical Note(s): 1977-80-8.

Interest not transferable

9.  Except as provided in the bylaws, the interest of a member in a society is not transferable.

Historical Note(s): 1977-80-9.

Address for service

10.  A society shall have an address in the Province to which all communications and notices may be sent and at which all process may be served, and shall file with the registrar notice of every change of address to be made in Form 5 of Schedule A and a change has effect on the day after the notice is filed.

Historical Note(s): 1977-80-10.

Location of records

11.  (1) The directors of a society shall ensure that all documents of a society including its financial records are kept at the address of the society.

(2) Notwithstanding subsection (1), the directors of a society may by resolution permit some of the documents, including its financial records, to be kept at places in the Province other than the address of the society.

(3) A resolution passed pursuant to subsection (2) shall describe the documents to which it applies and the place they are to be kept and the resolution has no effect until a copy of it is filed with the registrar.

Historical Note(s): 1977-80-11.

Service of documents

12.  A document may be served on a society by

(a) leaving it at or mailing it by registered mail to the address of the society as filed under this Act; or

(b) personally serving a director, officer, receiver manager or liquidator of the society, or, in the case of an extraprovincial society, the attorney.

Historical Note(s): 1977-80-12.

Seal

13.  (1) Where a society adopts a seal, the seal shall bear the name of the society.

(2) A society may adopt a new seal at any time.

(3) The seal of a society may be reproduced by a rubber stamp, an impression seal or other convenient means.

Historical Note(s): 1977-80-13.

Insurance purposes

14.  (1) A society shall not adopt a purpose of

(a) making life insurance contracts,

(b) making contracts for the payment of funeral benefits or relief, or

(c) paying benefits or rendering services in the event of an accident, sickness or disability or by way of pensions or annuities,

without the written consent of the Superintendent of Financial Institutions.

(2) A society shall not have a purpose of providing for benefits or compensation for loss of or damage to property.

(3) The Superintendent of Financial Institutions shall not consent under subsection (1) unless satisfied that

(a) the applicants for incorporation and the directors are residents of the Province and are fit and proper persons to establish and operate the society,

(b) the proposed bylaws of the society are fair and the plan of the society is reasonable, and

(c) the society will be issued a business authorization under the Financial Institutions Act.

Historical Note(s): 1989-47-402.

Degrees and diplomas

15.  A society shall not grant or confer a degree or diploma of academic, literary, technical or scientific standing.

Historical Note(s): 1977-80-15.

Contracts

16.  (1) Contracts on behalf of a society may be made as follows:

(a) a contract that, if made between natural persons, would be by law required to be in writing and under seal, may be made on behalf of the society in writing under the seal of the society, and may in the same manner be varied or discharged;

(b) a contract that, if made between natural persons, would be by law required to be in writing, signed by the person to be charged, may be made on behalf of the society in writing signed by a person acting under its authority, express or implied, and may in the same manner be varied or discharged;

(c) a contract that, if made between natural persons, would by law be valid although made orally and not reduced into writing, may be made in a similar manner on behalf of the society by a person acting under its authority, express or implied, and may in the same manner be varied or discharged.

(2) A contract made, varied or discharged according to this section is, so far as concerns its form, effectual in law and binding on the society and all other parties to it.

(3) A bill of exchange or promissory note shall be deemed to have been made, accepted or endorsed on behalf of a society, if made, accepted or endorsed in the name of, or by or on behalf of or on account of the society by a person acting under its authority, express or implied.

Historical Note(s): 1977-80-16.

Amalgamation of societies

17.  (1) Unless one or more of them is a grandfathered insurance society as defined in section 199 of the Financial Institutions Act, 2 or more societies may apply to amalgamate and form a new society by sending the registrar copies, in duplicate, of the special resolutions which authorize their respective directors

(a) to sign jointly a constitution and bylaws in Form 1, 2 or 3 of Schedule A; and

(b) to comply in other respects with section 3.

(2) Provisions of this Act that apply to the incorporation of a society apply to the amalgamation of 2 or more societies as if the amalgamation were the incorporation of the amalgamated society.

(3) After the issue of a certificate of incorporation to the new society, the former societies are dissolved, and all property and rights of those societies pass to and vest in the new society without further act or deed.

(4) No amalgamation under this section adversely affects the rights of a creditor of a former society, and the new society is liable for all debts and obligations of the former societies.

(5) On production of the required evidence, the estate and interest of the former societies in land registered under the Land Title Act shall be registered in the name of the new society, but the new society is exempt from payment of fees computed according to the value of that estate or interest.

Historical Note(s): 1977-80-17; 1989-47-403.

Branch societies

18.  (1) A society may, if authorized by its bylaws, establish and maintain one or more branch societies with the powers, not exceeding the powers of the society, that the society confers.

(2) Where a society establishes a branch society, it shall without delay send the registrar a notice setting forth

(a) the date the branch society was established;

(b) the branch's name, locality and powers; and

(c) the other information the registrar requires.

(3) Subsection (1) does not apply to a society whose purposes include operating a social club.

(4) Without the consent in writing of the registrar, a branch society shall not use a name other than the name of the society which established the branch society together with

(a) a word or words describing the geographical location of the branch society or other distinguishing words; and

(b) the word "Branch".

(5) Where a branch society ceases to exist, the society that established it shall without delay send the registrar a notice setting forth

(a) the name and locality of the branch;

(b) the date the branch ceased to exist; and

(c) the other information the registrar requires.

Historical Note(s): 1977-80-18.

Incorporation of branch societies

19.  (1) Where a branch of a society or extraprovincial society desires to be incorporated under this Act, it shall, in addition to any other requirement of this Act, file with the registrar a certificate under the seal, if any, of that society consenting to the incorporation, and shall comply with any term or condition mentioned in the certificate.

(2) A branch society so incorporated shall not exercise a power conferred on a society under this Act, without first obtaining the written consent of that society, if the exercise of that power is prohibited by or in conflict with

(a) the constitution or bylaws of the society to which it belongs; or

(b) a term or condition of the certificate filed under subsection (1).

(3) If the certificate filed under subsection (1) so provides, the constitution and bylaws of the branch society shall be deemed to include

(a) the constitution and bylaws of the society giving the certificate; or

(b) the portion of the constitution and bylaws mentioned in the certificate,

but the powers of a branch society shall never exceed the powers permitted to a society by this Act.

Historical Note(s): 1977-80-19.

Part 2 — Changes in Constitution and Bylaws

Changes in constitution

20.  (1) A society, by special resolution, may change

(a) its name; or

(b) its purposes so as to include a new purpose that may conveniently or advantageously be combined with the existing purposes of the society, or so as to restrict or abandon a purpose specified in the constitution, but a charitable purpose referred to in section 73 (3) shall not be abandoned.

(2) A resolution pursuant to subsection (1) does not take effect

(a) unless the registrar approves; and

(b) where the new purpose or an existing purpose is one referred to in section 2 (1) (a), (b), (c), (d) or (e), unless the consent of the person named in that paragraph is obtained.

(3) Where subsection (2) is complied with, the registrar shall issue a certificate under his seal of office setting forth particulars of the change.

(4) Where a society is in default in respect of a requirement of this Act, the registrar may refuse to issue a certificate under this section.

(5) A certificate issued by the registrar under this section is conclusive proof that this section has been complied with.

(6) A society incorporated under the original Act has power, subject to subsection (2), to change or rescind, by special resolution, any other provision of its declaration.

Historical Note(s): 1977-80-20.

Effect of change of name

21.  A change of name of a society does not

(a) affect any right or obligation of the society; or

(b) render defective legal proceedings by or against the society,

and a legal proceeding that might have been continued or commenced against it under its former name may be continued or commenced against it under its new name.

Historical Note(s): 1977-80-21.

Additional provisions of constitution

22.  (1) Where the constitution of a society contains a provision other than the statement of its name and purposes, the constitution shall state whether or not the provision may be altered and the provision shall be alterable or not as is stated in the constitution.

(2) Where it is not stated that a provision is unalterable, it is alterable.

(3) A provision that is alterable may be altered by a special resolution.

(4) A society may by special resolution add to its constitution a provision, other than the statement of its name and purposes, and this section applies to that provision.

Historical Note(s): 1977-80-22.

Change in bylaws

23.  (1) A society may change its bylaws by special resolution and the resolution is effective on the date of its acceptance by the registrar as being in compliance with this Act or, where the resolution is accepted by the registrar and a later date is specified in the resolution, on that later date.

(2) On accepting a special resolution under subsection (1), the registrar shall retain one copy of it and return the other copy to the society, certified as having been accepted by him.

(3) The registrar shall not accept a special resolution under subsection (1) that is passed by a society referred to in

(a) section 2 (1) (b), without the written consent of the Minister of Health; or

(b) section 2 (1) (d), without the written consent of the Superintendent of Financial Institutions.

Historical Note(s): 1977-80-23; 1989-47-404.

Part 3 — Directors

Directors

24.  (1) The members of a society may in accordance with the bylaws nominate, elect or appoint directors.

(2) Subject to this Act and the constitution and bylaws of the society, the directors

(a) shall manage or supervise the management of the affairs of the society; and

(b) may exercise all of the powers of the society.

(3) No limitation or restriction on the powers or functions of the directors is effective against a person who does not know of the limitation or restriction.

(4) A society shall have at least 3 directors.

(5) At least one of the directors of a society must be ordinarily resident in the Province.

(6) The first directors are those named in the list of first directors filed with the registrar.

(7) Notice of a change in directors of a society shall be given without delay in Form 7 of Schedule A to the registrar.

(8) Where a society has less than 3 members for more than 6 months, each director is personally liable for payment of every debt of the society incurred after the expiration of the 6 months and for so long as the number of members continues to be less than 3.

Historical Note(s): 1977-80-24; 1982-76-41.

Duties of directors

25.  (1) A director of a society shall

(a) act honestly and in good faith and in the best interests of the society; and

(b) exercise the care, diligence and skill of a reasonably prudent person,

in exercising his powers and performing his functions as a director.

(2) The requirements of this section are in addition to, and not in derogation of, an enactment or rule of law or equity relating to the duties or liabilities of directors of a society.

Historical Note(s): 1977-80-25.

No exceptions from statutory duties

26.  Nothing in a contract, the constitution or the bylaws, or the circumstances of his appointment, relieves a director

(a) from the duty to act in accordance with this Act and the regulations; or

(b) from a liability that by virtue of a rule of law would otherwise attach to him in respect of negligence, default, breach of duty or breach of trust of which he may be guilty in relation to the society.

Historical Note(s): 1977-80-26.

Disclosure of interests

27.  A director of a society who is, directly or indirectly, interested in a proposed contract or transaction with the society shall disclose fully and promptly the nature and extent of his interest to each other director.

Historical Note(s): 1977-80-27.

Accountability

28.  (1) A director referred to in section 27 shall account to the society for profit made as a consequence of the society entering or performing the proposed contract or transaction,

(a) unless

(i)  he discloses his interest as required by section 27;

(ii)  after his disclosure the proposed contract or transaction is approved by the directors; and

(iii)  he abstains from voting on the approval of the proposed contract or transaction; or

(b) unless

(i)  the contract or transaction was reasonable and fair to the society at the time it was entered into; and

(ii)  after full disclosure of the nature and extent of his interest in the contract or transaction it is approved by special resolution.

(2) Unless the bylaws otherwise provide, a director referred to in section 27 shall not be counted in the quorum at a meeting of the directors at which the proposed contract or transaction is approved.

Historical Note(s): 1977-80-28.

Validity of contracts

29.  The fact that a director is, in any way, directly or indirectly, interested in a proposed contract or transaction, or a contract or transaction, with the society does not make the contract or transaction void, but, if the matters referred to in section 28 (1) (a) or (b) have not occurred, the court may, on the application of the society or an interested person,

(a) prohibit the society from entering the proposed contract or transaction;

(b) set aside the contract or transaction; or

(c) make any order that it considers appropriate.

Historical Note(s): 1977-80-29.

Security and indemnity of officers and directors

30.  (1) A society may require a director or officer to give the security it considers sufficient for the faithful discharge of his duties.

(2) A society may, with the approval of the court, indemnify a director or former director of the society or a director or former director of a subsidiary of the society, and his heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, in a civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director, including an action brought by the society or subsidiary, if

(a) he acted honestly and in good faith with a view to the best interests of the society or subsidiary of which he is or was a director; and

(b) in the case of a criminal or administrative action or proceeding he had reasonable grounds for believing his conduct was lawful.

(3) The court may, on application of a society, a director or former director of the society, or a director or former director of a subsidiary of the society, make an order approving an indemnity under this section, and the court may make any further order it considers appropriate.

(4) On an application under subsection (3), the court may order notice to be given to any interested person.

(5) A society may purchase and maintain insurance for the benefit of a director against personal liability incurred by him as a director and sections 27, 28 and 29 do not apply in respect of the purchase or maintenance of that insurance.

Historical Note(s): 1977-80-30.

Removal of directors

31.  A director may be removed from office by special resolution and another director may be elected, or by ordinary resolution appointed, to serve during the balance of the term.

Historical Note(s): 1977-80-31.

Part 4 — Financial

Investment of society's funds

32.  (1) The funds and property of a society shall be used and dealt with only for its purposes in accordance with its bylaws.

(2) A society that has and exercises powers within the scope of section 14 shall invest its funds only in securities in which trustees are authorized by law to invest.

(3) A society to which subsection (2) does not apply may invest its funds in securities authorized by its constitution or bylaws; but if that investment is not authorized, the society shall invest its funds only in securities in which trustees are authorized by law to invest.

Historical Note(s): 1977-80-32.

Deposit accounts

33.  A society shall maintain at least one account with a chartered bank, credit union or trust company for the deposit of funds.

Historical Note(s): 1977-80-33.

Subsidiaries

34.  (1) A society shall not acquire, cause to be incorporated or dispose of its control of a subsidiary without the sanction of a special resolution.

(2) Where a society acquires or causes to be incorporated a subsidiary, the society shall promptly file with the registrar a notice in Form 8 of Schedule A stating

(a) the name of the subsidiary;

(b) the jurisdiction of incorporation; and

(c) the date on which control was acquired or the subsidiary was caused to be incorporated

and the registrar may require further particulars to be filed.

(3) When a society ceases to have control of a subsidiary, the society shall promptly file with the registrar a notice in Form 9 of Schedule A stating the name of the former subsidiary and the date the society ceased to have control of the subsidiary.

(4) A society that has control of a subsidiary on January 5, 1978 shall be deemed, for the purposes of subsection (2), to have acquired it on that day.

Historical Note(s): 1977-80-34.

Borrowing

35.  (1) The provisions of sections 85 to 107, 110, 117 (1) (a), (g), (i) and (j) and 118 of the Company Act apply to a society.

(2) Membership in a society shall not be taken into consideration in determining whether a material conflict of interest exists in a trustee's fiduciary role as trustee.

(3) A society shall not issue a debenture unless the issuance of the debenture is authorized by a special resolution, which may confer a general power on the directors to issue debentures for a period not exceeding one year from the date the resolution is passed.

Historical Note(s): 1977-80-35; 1990-11-111.

Accounting records

36.  A society shall keep proper accounting records in respect of all its financial and other transactions and, without limiting the foregoing, shall keep records of

(a) all money received and disbursed by the society and the matter in respect of which the receipt and disbursement took place;

(b) every asset and liability of the society; and

(c) every other transaction affecting the financial position of the society.

Historical Note(s): 1977-80-36.

Inspection by members

37.  Unless otherwise provided in the bylaws, the documents, including accounting records, of a society shall be open to the inspection of a director or member on reasonable notice to the society.

Historical Note(s): 1977-80-37.

Reporting society

38.  (1) The registrar, having regard to

(a) the number of members of a society;

(b) the nature of its assets and liabilities;

(c) the manner in which it is pursuing its purposes; or

(d) any special circumstance, including the receipt by it of government funding,

may order, on the conditions he considers appropriate and subject to the regulations, that the society is or is not a reporting society.

(2) The registrar may vary or rescind an order made under subsection (1) if there is a change in circumstance.

(3) [Renumbered as 1979-390-39(5), 1982-76-42.]

Historical Note(s): 1977-80-38; 1978-15-5; 1982-76-42.

Furnishing financial statements

39.  (1) A reporting society shall, at least 10 days before the date of its annual general meeting, mail to the auditor and to each member at his latest address as shown on the register of members a copy of the financial statement referred to in section 65 and the report of the auditor.

(2) A reporting society shall, on demand by the holder of a debenture of the society, furnish him with a copy of its latest financial statement and a copy of the report of the auditor.

(3) A society that is not a reporting society shall, on demand by a member or the holder of a debenture of the society, furnish the member or the holder with a copy of its latest financial statement.

(4) Where a society is obliged to send or furnish a copy of its financial statement under this section and that society has a subsidiary during the period of the financial statement, it shall also send or furnish a copy of the subsidiary's financial statement and report of the auditor for the fiscal period ended within the period of the financial statement of the society and the report of the auditor, if any, on the financial statement of the subsidiary.

(5) The registrar may order that a society give notice of meetings and furnish financial statements to its members by publication in a newspaper or by other means at the times he determines instead of giving notice of meetings and furnishing financial statements by mail.

Historical Note(s): 1977-80-39; 1982-76-42.

Approval by directors

40.  (1) A society shall not issue, publish or circulate a financial statement of the society other than to a director, employee or officer unless it is first approved by the directors and the approval is evidenced by the signatures of 2 directors.

(2) A financial statement of a society issued, published or circulated by the society other than to a director, employee or officer

(a) shall have attached to it every auditor's report made in respect of it; and

(b) shall not, unless it has been audited and an auditor's report has been made on it, purport to be an audited financial statement.

(3) A society that issues, publishes or circulates a financial statement that does not comply with this section commits an offence.

Historical Note(s): 1977-80-40.

Part 5 — Audit

Auditor

41.  (1) A reporting society shall, and a society that is not a reporting society may, have an auditor.

(2) The directors of a reporting society may appoint the first auditor of the society to hold office until the close of the first annual general meeting.

(3) A reporting society shall at each annual general meeting, appoint an auditor to hold office until the close of the next annual general meeting, and if at that meeting an appointment is not made, the auditor in office continues as auditor until a successor is appointed.

(4) The directors may fill a vacancy in the office of auditor created by resignation, death or otherwise.

(5) Where an auditor is not appointed for a reporting society, the court may, on the application of a member, debenture holder or creditor of the society, appoint an auditor to hold office until the close of the next annual general meeting and fix the remuneration to be paid by the society for his services.

(6) The society shall promptly give notice in writing to an auditor of his appointment.

Historical Note(s): 1977-80-41.

Professional qualifications

42.  The auditor of a reporting society shall be a person who is

(a) a member, or a partnership whose partners are members, in good standing of The Canadian Institute of Chartered Accountants or the Certified General Accountants' Association of British Columbia; or

(b) certified by the Auditor Certification Board established under the Company Act.

Historical Note(s): 1977-80-42.

Persons not qualified as auditors

43.  (1) A person shall not be the auditor of a reporting society if he is not independent of the society and of its directors and officers.

(2) For the purposes of this section, independence is a question of fact, but

(a) a person is not independent if he is a director, officer or employee of the society or of a subsidiary of it, or if he is a partner, employer or employee of that director, officer or employee or if he is a member of the immediate family of that director or officer;

(b) a person is not independent if he, a member of his immediate family, his partner or a member of the immediate family of his partner beneficially owns or controls, directly or indirectly, an interest in a debt obligation of the society or a share or debt obligation of a subsidiary of the society;

(c) membership in a society shall not be taken into consideration in determining whether an auditor is independent; and

(d) a person is not independent if he is appointed a trustee of the estate of the society under the Bankruptcy Act (Canada) or if he is a partner, employer, employee or member of the immediate family of that trustee.

(3) For the purposes of this section,

(a) the immediate family of the person referred to means the spouse, parent, child or other relative of that person or relative of the spouse of that person who resides in the same home as that person; and

(b) a partner of the person referred to means a person with whom he carries on in partnership the profession of accounting.

(4) An auditor, on becoming aware that his appointment as auditor contravenes this section, shall

(a) eliminate the circumstances that cause the contravention; or

(b) resign as auditor.

(5) Notwithstanding subsection (4), where a person is, on January 5, 1978, the auditor of a reporting society and is disqualified under subsection (1), or is not qualified under section 42, he may continue to act as auditor until the close of the next annual general meeting of the society, but he shall disclose in his report the circumstances which, but for this subsection, would have disqualified him to act as auditor.

(6) Where an auditor contravenes this section, an interested party may apply to the court for an order that the auditor be removed on the conditions the court considers appropriate.

Historical Note(s): 1977-80-43.

Remuneration

44.  The remuneration of the auditor of a society shall be fixed by ordinary resolution or, if the society so resolves, by the directors; but the remuneration of an auditor appointed before the first annual general meeting or to fill a casual vacancy may be fixed by the directors.

Historical Note(s): 1977-80-44.

Incumbent auditor

45.  A resolution shall not be passed at an annual general meeting of a reporting society appointing an auditor other than the incumbent auditor, unless

(a) the incumbent auditor declines reappointment; or

(b) 14 days' notice in writing of the resolution has been given to all persons entitled to receive notice of meetings.

Historical Note(s): 1977-80-45.

Removal of auditor

46.  (1) A society may, by ordinary resolution passed at a general meeting called for the purpose, remove an auditor before the expiration of his term of office, and shall by ordinary resolution at that meeting appoint another auditor in his place for the remainder of his term.

(2) A society shall, before calling a general meeting for the purpose specified in subsection (1), and not less than 14 days before the mailing of the notice of the meeting, give the auditor

(a) written notice of the intention to call the meeting, specifying the date on which the notice of the meeting is proposed to be mailed; and

(b) a copy of all material proposed to be sent to members in connection with the meeting.

(3) An auditor may make to the society, not less than 3 days before the mailing of the notice of the meeting, representations in writing respecting his proposed removal as auditor, and the society, at its expense, shall forward with the notice of the meeting a copy of those representations to each member entitled to receive the notice.

Historical Note(s): 1977-80-46.

Annual audit

47.  (1) The auditor of a society shall make the examination that will enable him to report to the members as required under subsection (2).

(2) The auditor shall

(a) make a report to the members on the financial statement, other than the part of it that relates to the period referred to in section 65 (2) (b), that is to be placed before the society at an annual general meeting during his term of office; and

(b) state in his report whether, in his opinion, the financial statement presents fairly the financial position of the society and the results of its operations for the period under review and in the case of a financial statement other than the first, does so on a basis consistent with that of the preceding period.

(3) Where the opinion contained in the report of the auditor under subsection (2) is qualified, the auditor shall state the reasons in his report.

Historical Note(s): 1977-80-47.

Member may require auditor at meeting

48.  (1) A member of a society may by notice in writing to the society given not less than 5 days before a meeting at which

(a) the financial statement of the society is to be considered; or

(b) the auditor is to be appointed or removed,

require the attendance of the auditor at the meeting at the expense of the society and, in that event, the auditor shall attend the meeting.

(2) A member may give notice under subsection (1) whether or not he is entitled to vote at a meeting of the society.

Historical Note(s): 1977-80-48.

Inquiries of auditor

49.  At a general meeting the auditor, if present, shall answer inquiries directed to him concerning his report.

Historical Note(s): 1977-80-49.

Reading report

50.  At the request of a member attending an annual general meeting, the report of the auditor shall be read to the meeting.

Historical Note(s): 1977-80-50.

Amendment of financial statements and report

51.  (1) Where facts come to the attention of the officers or directors of a society

(a) that could reasonably have been determined prior to the date of the last annual general meeting; and

(b) that, if known prior to the date of the last annual general meeting, would have required a material adjustment to the financial statement presented to the meeting,

the officers or directors shall communicate those facts to the auditor who reported to the members, and the directors shall amend the financial statement without delay and send it to the auditor.

(2) Where facts described in subsection (1) come to the attention of the auditor,

(a) he shall, if in his opinion it is necessary, amend his report in respect of the financial statement presented to the last annual general meeting so that it complies with this Act; and

(b) the directors shall mail to the members a copy of the amended report and a statement explaining the effect of the amendment on the financial position and results of the operations of the society.

Historical Note(s): 1977-80-51.

Access to records

52.  The auditor of a society

(a) has a right of access at all times to all documents and other property of the society and its subsidiaries; and

(b) may require from the directors, officers, members and employees of the society and subsidiaries the information and explanations that, in his opinion, are necessary to enable him to report as required by this Act.

Historical Note(s): 1977-80-52.

Powers of auditor

53.  (1) For the purposes of an audit under this Act, the auditor of a reporting society may, by notice in writing, require the production to him of all documents, securities and cash of the society in the custody of the person to whom the notice is directed and on whom it is served.

(2) In the notice served under subsection (1), the auditor shall set out

(a) the hour and day, being not less than 7 days after the day on which the notice is served, when production is to be made; and

(b) the place where production is to be made, which shall be either

(i)  where the documents, securities and cash are usually kept; or

(ii)  where the documents, securities and cash are required by law to be kept.

(3) A person who refuses or neglects to comply with a notice served under subsection (1) without a reasonable excuse commits an offence.

Historical Note(s): 1977-80-53.

Right to attend

54.  (1) The auditor of a society is entitled to attend a general meeting of the society and to receive every notice and other communication relating to the meeting that a member is entitled to receive.

(2) The auditor of a society is entitled to be heard at a general meeting that he attends on any part of the business of the meeting that concerns him as auditor or that concerns the financial statement of the society.

Historical Note(s): 1977-80-54.

Defamation

55.  An oral or written statement or report made under this Act by the auditor or former auditor of a society has qualified privilege for the purpose of defamation proceedings.

Historical Note(s): 1977-80-55.

Part 6 — Members, Meetings

Annual general meeting

56.  (1) The first annual general meeting of the members of a society shall be held not more than 15 months after the date of incorporation, and after that an annual general meeting of the society shall be held at least once in every calendar year and not more than 15 months after the adjournment of the previous annual meeting.

(2) Notwithstanding subsection (1), the registrar may at any time extend the time within which a society is required to hold an annual general meeting.

Historical Note(s): 1977-80-56.

Place of meeting

57.  A general meeting of a society shall be held in the Province or at a place outside the Province that the registrar approves on application made to him by the society.

Historical Note(s): 1977-80-57.

Requisition for general meeting

58.  (1) The directors of a society, on the requisition of 10% or more of the voting members of the society, in this section called the requisitionists, shall convene a general meeting of the society without delay.

(2) The requisition shall

(a) state the purpose of the general meeting;

(b) be signed by the requisitionists; and

(c) be delivered or sent by registered mail to the address of the society,

and may consist of several documents in similar form each signed by one or more requisitionists.

(3) If, within 21 days after the date of the delivery of the requisition, the directors do not convene a general meeting, the requisitionists, or a majority of them, may themselves convene a general meeting to be held within 4 months after the date of the delivery of the requisition.

(4) A general meeting convened by the requisitionists shall be convened in the same manner, as nearly as possible, as general meetings are convened by the directors.

(5) In the case of a reporting society, unless the members otherwise resolve at a general meeting called by the requisitionists,

(a) the society shall reimburse the requisitionists for the expenses actually and reasonably incurred by them in requisitioning, calling and holding the meeting; and

(b) each director, who was in default in not calling the meeting as he was required to do under subsection (1), shall pay the society his pro rata share of the amount paid by the society to reimburse the requisitionists under paragraph (a).

(6) For the purposes of this section, a member who has the right to vote, whether at a general meeting or in a system of delegate or indirect voting or voting by mail allowed under this Act, is a voting member.

Historical Note(s): 1977-80-58.

Court may call

59.  Where a society fails to hold a general meeting in accordance with this Act, the regulations or its bylaws, the court may, on the application of a member of the society, call or direct the calling of that general meeting of the society.

Historical Note(s): 1977-80-59.

Notice

60.  A society shall give not less than 14 days' written notice of a general meeting of the society to its members entitled to receive notice of a general meeting; but those members may waive or reduce the period of notice for a particular meeting by unanimous consent in writing.

Historical Note(s): 1977-80-60.

Quorum

61.  The quorum for the transaction of business at a general meeting of a society is 3 persons, unless the bylaws provide for a greater number.

Historical Note(s): 1977-80-61.

Voting

62.  A member is not entitled to vote on a resolution unless he is a voting member in good standing in accordance with the bylaws.

Historical Note(s): 1977-80-62.

Proxies

63.  A permanent proxy or proxy entitling a person or member to vote at other than one meeting and any adjournment is void.

Historical Note(s): 1977-80-63.

Financial statements, general

64.  (1) The directors of a society that is not a reporting society shall place before each annual general meeting of the society

(a) the financial statement required by this section;

(b) the report of the auditor, if any;

(c) the report of the directors to the members; and

(d) the further information respecting the society that the bylaws require or the regulations prescribe.

(2) The financial statement shall be for the period commencing

(a) on the date of incorporation; or

(b) if the society has completed a financial year, at the end of the last completed financial year

and ending not more than 6 months before the annual general meeting.

(3) The financial statement shall consist of

(a) a statement of receipts and disbursements for the period; or

(b) a statement of income and expenditure and a statement of surplus for the period, and a balance sheet as of the end of the period,

but the statements need not be identified by those names.

Historical Note(s): 1977-80-64.

Financial statements, reporting societies

65.  (1) The directors of a reporting society shall place before each annual general meeting of the society

(a) the financial statements required by this section;

(b) the report of the auditor;

(c) where the society has a subsidiary, a copy of the financial statement of the subsidiary for a fiscal period ending within the period of the financial statement of the society and a copy of the auditor's report on the financial statement of the subsidiary;

(d) the report of the directors to the members; and

(e) the further information respecting the society that the bylaws require or the regulations prescribe.

(2) The financial statements shall be comparative statements relating to

(a) the period commencing

(i)  on the date of incorporation; or

(ii)  if the society has completed a financial year, at the end of the last completed financial year,

and ending not more than 6 months before the annual general meeting; and

(b) the period, if any, that was the financial year immediately before that last completed financial year.

(3) Notwithstanding subsection (2), the financial statement may relate only to the period ending not more than 6 months before the annual general meeting if the reason for the omission of the statement in respect of the period covered by the previous financial statement is set out in the financial statement to be placed before the meeting.

(4) The financial statements shall consist of

(a) a statement of income and expenditure for each period;

(b) a statement of surplus for each period;

(c) a statement of source and application of funds for each period; and

(d) a balance sheet as of the end of each period,

but the statements need not be identified by those names.

(5) Notwithstanding subsection (4) (c), a statement of source and application of funds may be omitted if the reason for the omission is set out in the financial statement.

Historical Note(s): 1977-80-65.

Special resolutions

66.  (1) A society shall send a copy of a special resolution to the registrar, in duplicate, in Form 10 of Schedule A.

(2) If the registrar considers that a special resolution complies with this Act, he shall accept one copy for filing and return the other copy, certified as being a copy of the one accepted by him.

(3) If the registrar considers that a special resolution does not comply with this Act, he shall return a copy with a brief statement of his reasons for refusing to accept it.

(4) A special resolution other than one changing the number of directors or removing a director does not take effect until a copy is accepted by the registrar.

Historical Note(s): 1977-80-66.

Other resolutions

67.  Where a copy of an ordinary resolution or a director's resolution is required by this Act to be filed, section 66 applies.

Historical Note(s): 1977-80-67.

Filing annual statement and report

68.  (1) A society shall within 30 days after each annual general meeting file with the registrar a copy of the financial statements placed before the meeting.

(2) A society shall file with the financial statements an annual report in Form 11 of Schedule A.

Historical Note(s): 1977-80-68.

Copies of constitution and bylaws

69.  A society shall furnish to a member, at his request, free of charge or, if so resolved by the directors, on payment of a sum not exceeding $1, a copy of its constitution and bylaws.

Historical Note(s): 1977-80-69.

Register of members

70.  (1) A society shall keep a register of its members.

(2) A society shall enter in the register the names of the applicants for incorporation and the name of every other person admitted as a member of the society, together with the following particulars of each:

(a) the full name and resident address;

(b) the date on which a person is admitted as a member;

(c) the date on which a person ceases to be a member;

(d) the class of membership, if provision is made for classes.

(3) A society that fails to comply with this section commits an offence.

Historical Note(s): 1977-80-70.

Part 7 — Termination of Existence

Dissolution and restoration

71.  (1) Subject to subsection (2) and except as otherwise provided in this Act, Part 9 of the Company Act applies to societies and extraprovincial societies.

(2) A society that has as a purpose one of those mentioned in section 2 (1) shall not be restored to the register without the written consent required under that section.

Historical Note(s): 1977-80-71.

Society with insurance purposes

72.  Prepaid membership dues of a member of a society having a purpose not prohibited by section 14, paid in advance in respect of a period extending beyond the date of the order appointing a liquidator, shall be

(a) treated as a debt of the society; and

(b) paid pari passu with the other unpreferred claims,

and no benefits are payable to those members for an accident, illness or other cause arising after the date of the order.

Historical Note(s): 1977-80-72.

Disposal of assets

73.  (1) On the winding up and dissolution of a society with a charitable purpose, the assets shall not be distributed among the members, and unless the constitution, bylaws or a resolution of the members provides for the payment, transfer and delivery of the assets remaining, after all debts have been paid or provision for payment has been made, to a charitable institution or to trustees on trust for a charitable purpose, the assets remaining shall be paid, transferred or delivered to the Minister of Finance.

(2) On the winding up and dissolution of a society without a charitable purpose, unless the constitution, bylaws or resolution of the members provides otherwise, after all debts have been paid or provision for payment has been made, the assets remaining shall be paid, transferred or delivered to the Minister of Finance.

(3) In this section, a society having any of the following purposes has a charitable purpose:

(a) the relief of poverty;

(b) the advancement of education;

(c) the advancement of religion;

(d) any other purpose beneficial to the community.

(4) Where a society is wound up, the assets remaining, after all debts have been paid or provision for payment has been made, shall be paid, transferred or delivered to the persons entitled to receive those assets.

Historical Note(s): 1977-80-73.

Conversion to company

74.  (1) A society may, with the consent of the registrar and in accordance with the regulations, be converted to a company under section 269 (1) to (3) of the Company Act, and for that purpose section 269 (1) to (3) of the Company Act applies to the society as if it were a corporation incorporated by an Act.

(2) This section does not apply to a society with a charitable purpose referred to in section 73 (3).

Historical Note(s): 1977-80-74.

Part 8 — Extraprovincial Societies

Extraprovincial society registration

75.  (1) An extraprovincial society may apply for registration under this Act.

(2) The registrar may require an extraprovincial society that carries on operations in the Province that constitute insurance business as defined in the Financial Instutitions Act to apply for registration under this Act, and a society so required to apply shall, unless registration is granted, cease to operate in the Province, and the registrar shall fix the date after which it shall cease to operate.

(3) An extraprovincial society whose objects include that of carrying on a social club shall not be registered without the written consent of the minister, and every branch of that society shall, if the registrar so requires, apply for separate registration and consent.

(4) An extraprovincial society shall not be registered by a name which the registrar, for good and valid reason, disapproves.

Historical Note(s): 1977-80-75; 1989-47-405.

Procedure

76.  (1) An application for registration of an extraprovincial society shall be made to the registrar according to a form prescribed by him and shall be accompanied by the documents he requires.

(2) Where an extraprovincial society that obtains registration under this Act has a purpose within the scope of section 14, the provisions of this Act that are applicable to a Provincial society having any such purpose are applicable to the extraprovincial society.

(3) Where the registrar determines that this Act has been complied with, he may issue a certificate showing that the society is registered under this Act as an extraprovincial society, and stating the place of formation or incorporation, and publish notice of the registration in the Gazette.

(4) The registrar may attach to a certificate of registration the conditions and limitations that seem to him advisable; and the extraprovincial society shall comply with and observe those conditions and limitations.

(5) The limitations, prohibitions and conditions applicable to incorporation of societies under section 2 apply to the registration of an extraprovincial society, unless the registrar otherwise orders.

(6) The registrar may after investigation refuse registration of an extraprovincial society.

Historical Note(s): 1977-80-76.

Attorney for service

77.  (1) The registrar shall require an extraprovincial society to appoint, within a time specified by him, a person resident in the Province as its attorney authorized and directed on its behalf to accept service of process in all proceedings by or against the society in the Province and to receive all lawful notices to the society.

(2) The society shall, within one week after the appointment, file a copy of the appointment with the registrar.

(3) Where the person appointed attorney ceases to act, the society shall, within one week after he ceases to act, appoint a new attorney; and shall, within one week after the appointment, file a copy of the appointment with the registrar.

(4) The name and address of the attorney shall be stated in the copy of an appointment of attorney filed under this section.

(5) Where the address of the attorney changes, the society shall file notice of the change with the registrar.

Historical Note(s): 1977-80-77; 1982-76-43.

Return to registrar

78.  An extraprovincial society registered under the Act shall file with the registrar

(a) a verified copy of an amendment to its constitution and bylaws or corresponding instrument within one month after the amendment takes effect;

(b) the notice of address as required by section 10;

(c) financial statements and annual report as required by section 68, with the changes the circumstances require, and

(d) notice of change of directors in Form 7 of Schedule A.

Historical Note(s): 1977-80-78; 1982-76-44.

Suspension and revocation of registration

79.  The registrar may

(a) for good cause suspend or revoke the registration under this Act of an extraprovincial society; and

(b) remove or cancel a suspension or revocation,

subject to any condition that the registrar considers advisable.

Historical Note(s): 1977-80-79; 1982-68-49, proclaimed effective December 1, 1982.

Agents prohibited

80.  A person shall not act as agent of an extraprovincial society that is required by the registrar to apply for registration under this Act unless the society holds a subsisting certificate of registration under this Act.

Historical Note(s): 1977-80-80.

Disabilities of unregistered society

81.  An extraprovincial society not registered as required by this Act is not capable of

(a) maintaining a proceeding in a court in the Province in respect of a contract made in whole or part in the Province in the course of or in connection with its operation; or

(b) acquiring or holding land or an interest in land in the Province or registering title to land under the Land Title Act.

Historical Note(s): 1977-80-81; 1978-25-332.

Application

82.  This Act applies to the operations of an extraprovincial society registered under this Act.

Historical Note(s): 1977-80-82.

Repealed

83.  [Repealed 1982-76-45.]

Part 9 — Special Procedures

Imperfect compliance

84.  Where there has been imperfect compliance with

(a) a condition in the membership certificate as to the proof of claim for the payment of benefits by a member; or

(b) any other matter or thing required to be done by the member with respect to a claim for the payment of benefits

and a consequent forfeiture or avoidance of the certificate in whole or in part, the court, if it considers it inequitable that the benefits should be forfeited or avoided on that ground, may relieve against the forfeiture or avoidance on the terms it considers just.

Historical Note(s): 1977-80-84.

Investigation of society

85.  (1) Where it appears to the registrar that a society

(a) exists for an illegal purpose;

(b) carried on chiefly as a social club is not conducted in a proper manner or as a bona fide club;

(c) within the scope of section 14 is not conducted in a proper manner or is or is likely to become insolvent; or

(d) is otherwise acting in a manner contrary to the public interest,

the registrar shall report the facts to the minister, who may appoint a person to investigate the affairs and conduct of the society and to make a written report to him of his findings.

(2) The person so appointed may examine on oath a director, manager, officer or agent of the society or other person in relation to the affairs of the society, and may administer an oath accordingly and may require the production of all documents, securities and cash of the society, and of all relevant documents.

(3) A director, manager, officer or agent of the society or other person who on examination under this section refuses to answer a question relating to affairs of the society or to produce any documents, securities or cash in his custody commits an offence.

(4) The minister may, on a report from the registrar or after an investigation, order, subject to the conditions he thinks advisable, that the society

(a) discontinue an illegal action;

(b) if a social club, conduct itself in a proper manner;

(c) if within the scope of section 14, conduct its affairs in a proper manner or take measures to meet its obligations; or

(d) cease acting in a manner contrary to the public interest,

as the case may be, and may, subject to the conditions he thinks advisable, suspend any of the powers of the society.

(5) A society that contravenes an order under subsection (4) commits an offence and a director, manager, officer or agent of the society who knowingly participates or acquiesces in the contravention commits an offence.

Historical Note(s): 1977-80-85; 1980-49-13, effective May 17, 1980.

Court may remedy irregularities

86.  (1) Where an omission, defect, error or irregularity occurs in the conduct of the affairs of a society whereby

(a) a breach of this Act occurs;

(b) there is default in compliance with the constitution or bylaws of the society; or

(c) proceedings at or in connection with a general meeting, a meeting of the directors of the society or an assembly purporting to be such a meeting are rendered ineffective,

notwithstanding anything in this Act, the court may, either of its own motion or on the application of an interested person, make an order

(d) to rectify or cause to be rectified or to negate or modify or cause to be modified the consequences in law of the omission, defect, error or irregularity; or

(e) 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 may give the ancillary or consequential directions it considers necessary; but the court shall, before making an order, consider the effect of it on the society and its directors, officers, members and creditors.

(2) An order made under subsection (1) does not prejudice the rights of a third party who has acquired those rights for valuable consideration without notice of the omission, defect, error or irregularity cured by the order.

Historical Note(s): 1977-80-86.

Part 9.1 — Occupational Titles Protection

Interpretation and application

86.1  (1) In this Part "society" means a society that

(a) has at least 50 members in good standing, and

(b) has as one of its purposes the representation of the interests of an occupation or profession.

(2) This Part does not apply to a society if it ceases to be a society under this Act.

Historical Note(s): 1985-84-1, effective April 15, 1986 (B.C. Reg. 69/86).

Registration

86.2  (1) A society may apply to the registrar for registration under this Part by

(a) having in its bylaws provisions respecting

(i)  qualifications for admission to membership or a class of membership,

(ii)  courses of study and examinations for members or applicants for membership,

(iii)  the conduct of members, ethics and standards of practice, and

(iv)  suspension, expulsion or other penalties for misconduct, incapacity or incompetence of members,

(b) completing the prescribed application form, and

(c) submitting the prescribed application fee.

(2) Where the registrar is satisfied that subsection (1) has been complied with, and he considers that it is in the public interest, he shall register the society under this Part unless he considers the name of the society or the initials associated with that name to be so similar to the name or initials of another similar organization that confusion will result.

(3) On registration of a society under this Part, the registrar may designate

(a) a word or combination of words that identifies a person as a qualified member of that society, and

(b) initials that identify the society or a person as a qualified member of that society.

Historical Note(s): 1985-84-1, effective April 15, 1986 (B.C. Reg. 69/86).

Effect of registration

86.3  (1) Where a society is registered under this Part, no person other than a qualified member of that society has the right to use, in connection with an occupation or profession he practises that is similar to the occupation or profession represented by that society, the name of that society or the word or combination of words or initials designated under section 86.2 (3), in a way that identifies him as a qualified member of that society.

(2) Registration of a society under this Part does not signify that the society, its qualifications for admission to membership or its qualified members are in any way endorsed by the Crown.

Historical Note(s): 1985-84-1, effective April 15, 1986 (B.C. Reg. 69/86).

Injunction

86.4  Where a person contravenes section 86.3 (1), the society may apply for injunctive relief from the court.

Historical Note(s): 1985-84-1, effective April 15, 1986 (B.C. Reg. 69/86).

Cancellation by registrar

86.5  The registrar may cancel the registration of a society under this Part where,

(a) he considers that continued registration is no longer in the public interest,

(b) the society ceases to have 50 members in good standing,

(c) the society alters its constitution so that the purposes of the society no longer represent the interests of an occupation or profession, or

(d) without his approval, the society repeals a provision of its bylaws referred to in section 86.2 (1).

Historical Note(s): 1985-84-1, effective April 15, 1986 (B.C. Reg. 69/86).

Other remedies not affected

86.6  Registration of a society under this Part does not affect any other remedy that a person would have if the society had not been registered under this Part.

Historical Note(s): 1985-84-1, effective April 15, 1986 (B.C. Reg. 69/86).

Offence Act

86.7  Section 5 of the Offence Act does not apply to section 86.3.

Historical Note(s): 1985-84-1, effective April 15, 1986 (B.C. Reg. 69/86).

Part 10 — General

Authentication of returns

87.  A notice, return or copy of a resolution required to be filed with the registrar is invalid unless signed by a director, secretary, other authorized officer or solicitor of the society.

Historical Note(s): 1977-80-87.

Repealed

88.  [Repealed 1982-76-45.]

Inspection and copies of documents

89.  (1) On payment of the fees set out in Schedule C, a person may inspect the documents filed in the office of the registrar relating to a society and may require a copy or extract of a document or part of it, and may require a copy or extract to be certified as a true copy.

(2) A document purporting to be issued by the registrar under his hand or the hand of a person designated as a signing officer by the Lieutenant Governor in Council shall be received in evidence and, unless the contrary is shown, be deemed to have been so issued, and it is not necessary to prove the handwriting or official position of the registrar or person designated by the Lieutenant Governor in Council.

Historical Note(s): 1977-80-89; 1978-15-5.

Appeals

90.  (1) A person aggrieved by a decision, refusal or order under this Act by the registrar may appeal it to the commission.

(2) Notwithstanding subsection (1), a decision of the registrar under section 86.2 (2) or (3) is not subject to appeal.

Historical Note(s): 1982-68-50, proclaimed effective December 1, 1982; 1985-84-2, effective April 15, 1986 (B.C. Reg. 69/86).

Hearings

91.  Except where otherwise expressly specified in this Act or the regulations, it is not necessary for the minister, the registrar or any other person to hold a hearing or to receive submissions as a condition precedent to the exercise of a power, function or duty under this Act.

Historical Note(s): 1977-80-91; 1982-68-51, proclaimed effective December 1, 1982.

Fees

92.  Fees shall be paid to the registrar in respect of the matters mentioned in Schedule C.

Historical Note(s): 1977-80-92.

Regulations

93.  (1) The Lieutenant Governor in Council may make regulations and, without restricting the foregoing, may

(a) prescribe the method of inspection of societies' books of accounts and records;

(b) prescribe the minimum membership fees and dues payable to a society by its members;

(c) [Repealed 1982-68-52, proclaimed effective December 1, 1982.]

(d) prescribe the form and content of financial statements; and

(e) prescribe the procedure and requirements for the conversion of a society to a company.

(2) The Lieutenant Governor in Council may amend, repeal or add to the schedules and a reference to them shall be to the schedules as added to or replaced.

Historical Note(s): 1977-80-93; 1982-68-52, proclaimed effective December 1, 1982.

Application of Act

94.  (1) This Act applies to a society to which the former Act applied in the same manner as if the society had been incorporated under this Act.

(2) Where the bylaws of an existing society provide for an extraordinary resolution, they shall be taken as meaning a special resolution.

(3) The registrar may make the orders he considers necessary in order to effect generally or in respect of a particular society or class of societies the transition from the application of the former Act to the application of this Act.

(4) An order made by the Lieutenant Governor in Council under the former Act remains in force, until revoked by the Lieutenant Governor in Council, for the same period of time during which it would have remained in force but for this Act.

Historical Note(s): 1977-80-94.