Application

1  This Part applies to

(a) reporting societies, and

(b) societies that are not reporting societies when financial statements are prepared in accordance with section 64 (3) (b) of the Society Act

in respect of financial statements for a financial period ending after or made up as of a date after January 1, 1978.

Statement of income and expenditure

2  (1) The statement of income and expenditure to be placed before an annual general meeting shall be drawn up to present fairly the results of the operations of the society for the period covered by the statement and to distinguish severally at least

(a) gross revenues from different sources, where material,

(b) in case of a reporting society, income or loss from investments in subsidiaries,

(c) income or loss from investments, except those referred to in paragraph (b),

(d) any provision for depreciation, amortization or depletion of fixed assets,

(e) amounts written off for amortization of any tangible assets or deferred expense, except the amortization of debt discount and issue expenses included with interest expense, and except to the extent that they are shown separately in the statement of surplus,

(f) interest on indebtedness initially incurred for a term of more than one year, including amortization of debt discount or premium and expense,

(g) taxes on income imposed by any taxing authority,

(h) general and administrative expenses,

(i) all interest costs other than those described in paragraph (f),

(j) expenditures for fixed assets where it is the policy to charge such expenditures to operations,

(k) amounts transferred to or from reserves, if not reflected in the statement of surplus,

(l) net income or expenditure before the extraordinary items described in paragraph (m),

(m) extraordinary items of income or loss of a nonrecurring nature, including income or losses on the disposal of fixed assets and other items of a special nature to the extent they are not shown separately on the statement of surplus, and

(n) net income or expenditure for the financial period.

(2) Notwithstanding subsection (1), items of the nature described in subsection (1) (b), (c), (d) and (e) may be shown by way of note to the financial statements.

Statement of surplus

3  (1) The statement of surplus to be laid before an annual general meeting shall be drawn up to present fairly the transactions reflected in the statement and shall distinguish at least

(a) the balance of surplus at the end of the preceding financial period,

(b) the additions to and deductions from surplus during the financial period and at least the following:

(i) net income or expenditure for the financial period;

(ii) amounts transferred to or from reserves, if not reflected in the statement of income and expenditure,

showing clearly the nature and amounts of any extraordinary additions to or deductions from or prior period adjustments to surplus, and

(c) the balance of surplus at the end of the financial period.

(2) Notwithstanding subsection (1), the nature of extraordinary additions to or deductions from or prior adjustments to surplus may be explained by way of note to the financial statements.

Statement of source and application of funds

4  In the case of a reporting society, the statement of source and application of funds referred to in section 65 (4) (c) of the Act shall be drawn up to present fairly the information shown therein for the period and shall show separately at least

(a) funds derived from

(i) current operations,

(ii) sale of noncurrent assets, segregating investments in subsidiaries, other investments, fixed assets and intangible assets, and

(iii) issue of debt obligations or other indebtedness maturing more than one year after issue, and

(b) funds applied to

(i) purchase of noncurrent assets, segregating investments in subsidiaries, other investments, fixed assets and intangible assets, and

(ii) redemption or other retirement of debt obligations or repayment of other indebtedness maturing more than one year after issue.

Balance sheet

5  (1) The balance sheet to be laid before an annual general meeting shall be drawn up to present fairly the financial position of the society at the date to which it is made up and to distinguish severally at least

(a) cash and deposits,

(b) debts owing to the society from its directors, officers, members and companies in which its directors hold, individually or collectively, a majority interest, except debts of reasonable amount arising in the ordinary course of its operations that are not overdue having regard to its ordinary terms of credit,

(c) in the case of a reporting society, debts owing to the society whether on account of a loan or otherwise, from subsidiaries,

(d) debts owing to the society, except those referred to in paragraphs (b) and (c), segregating those that arose otherwise than in the ordinary course of its operations,

(e) inventory, stating the basis of valuation,

(f) shares, bonds, debentures and other investments owned by the society, except those referred to in paragraph (g), stating their nature and the basis of their valuation and showing separately those that are marketable with notation of their market value,

(g) in the case of a reporting society, securities of subsidiaries, stating the basis of valuation,

(h) lands, buildings, equipment and other fixed assets, stating the basis of valuation, whether cost or otherwise, and, if valued on the basis of an appraisal, the date of appraisal, the name of the appraiser, the basis of the appraisal value and, if the appraisal took place within 5 years preceding the date to which the balance sheet is made up, the disposition in the accounts of the society of any amounts added to or deducted from those assets on appraisal and also the amount or amounts accumulated in respect of depreciation, amortization and depletion,

(i) prepaid expenses,

(j) in so far as they are not written off,

(i) expenditures on account of future operations,

(ii) any expense incurred in connection with any issue of debt obligations, including any discount thereon, and

(iii) intangible assets, the basis of valuation and the amount, if any, by which the value of those assets has been written up within a period of 5 years preceding the date to which the balance sheet is made up,

(k) bank loans and overdrafts,

(l) debts owing by the society to its directors, officers or members,

(m) in the case of a reporting society, debts owing by the society to subsidiaries,

(n) debts owing by the society, except those referred to in paragraphs (l) and (m), segregating those that arose otherwise than in the ordinary course of its operations,

(o) liability for taxes on income imposed by any taxing authority,

(p) deferred income,

(q) debt obligations issued by the society, stating the interest rate, the maturity date, the amount outstanding and the existence of sinking funds, redemption requirements and conversion rights, if any,

(r) surplus, and

(s) reserves, showing the amounts added thereto and the amounts deducted therefrom during the financial period.

(2) Explanatory information or particulars of any item mentioned in subsection (1) may be shown by way of note to the financial statements.

Accounting principles

6  There shall be stated by way of note to the financial statement

(a) particulars of any change in accounting principle or practice, or in the method of applying any principle, together with the effect of the change on the financial statement for the period reported on and on its comparability with that for the preceding period, and

(b) in the case of a reporting society, a brief summary of the significant accounting policies applied by the society.

General

7  Where applicable, the following matters shall be referred to in the financial statement or by way of note thereto:

(a) the basis of conversion of amounts from currencies other than the currency in which the financial statement is expressed;

(b) foreign currency restrictions that affect the assets of the society;

(c) contractual obligations that will require abnormal expenditures in relation to the society's normal operating requirements or financial position or that are likely to involve expenditures not provided for in the accounts;

(d) material contractual obligations in respect of long term leases, including, in the year in which the transaction was effected, the principal details of any sale and lease transaction;

(e) any restriction applicable to any deposits made by the society that would restrict the society from using any part of the deposit to meet its working capital requirements in the ordinary course of its operations;

(f) contingent liabilities, stating their nature and, where practicable, the approximate amounts involved;

(g) any liability secured otherwise than by operation of law on any asset of the society, stating the liability so secured;

(h) any default of the society in principal, interest, sinking fund or redemption provisions with respect to any of its debt obligations or credit agreements;

(i) the aggregate direct remuneration paid or payable by the society to the directors of the society and, in the case of a reporting society, as a separate amount, the aggregate direct remuneration paid or payable to those directors by the subsidiaries of the society;

(j) the amount of any loans by the society and, in the case of a reporting society, by a subsidiary, during the society's financial period reported on, to the directors of the society;

(k) any event or transaction, other than one in the ordinary course of operations, between the date to which the financial statement is made up and

(i) the date of the auditor's report thereon, or

(ii) where there is no auditor, the date upon which the financial statement is approved by the directors,

that materially affects the financial statement;

(l) the amount of any obligation for pension benefits arising from service before the date of the balance sheet, whether or not the obligation has been provided for in the accounts of the society, the manner in which the society proposes to satisfy that obligation and the basis on which it has charged or proposed to charge the related costs against operations;

(m) where, during the period reported on, there has been an acquisition of a subsidiary or a material purchase of additional securities in an existing subsidiary or subsidiaries, the details thereof as to the price and terms of payment.

Irrelevant information need not go in financial statement

8  Notwithstanding sections 2 to 7, it is not necessary to state in a financial statement any matter that in all the circumstances is not material or is of relative insignificance.

Sections 2 to 8 applicable to fund accounting

9  Where the society accounts through separate funds for certain assets and liabilities and the financial transactions relating thereto, commonly referred to as fund accounting, the reporting requirements set out in sections 2 to 8 shall apply to those funds.

Maximum fee for financial statements

9.1  The maximum amount that may be charged as a fee for providing a copy of a financial statement under section 95 (3) of the Society Act is $10 plus $0.50 for each page of which a copy is provided.

[en. B.C. Reg. 470/2004, s. (a).]

This Part subject to society bylaws

10  The regulations in this Part are subject to the right of any society to make bylaws under section 37 of the Society Act.

Examination of records

11  Documents, including financial records of a society, may be examined by members and directors during normal business hours, but in the case of an examination by any member who is not a director, the directors may impose reasonable restrictions thereon, provided at least 2 consecutive normal business hours in each day, Saturdays and holidays excepted, are allowed for examination and, in the case of a society other than a reporting society, a member intending to inspect records must give notice in writing of intention to inspect, describing the documents to be inspected.

Notice of intention to inspect

12  A notice of intention to inspect given under section 11 shall be served upon the society under section 12 of the Society Act at least 2 clear days before the time appointed for the inspection and shall state where the inspection is to take place.

Places of inspection

13  Inspections shall be made at the address of the society, but where some documents are kept at a place or places in the Province other than the address of the society, pursuant to section 11 (2) of the Society Act, inspections shall be made at that place or those places also, and a notice may appoint different times for inspection of documents at different places.

Copies of documents

14  Members and directors are entitled to copies of any document upon payment of a reasonable charge, not exceeding the sum of 50¢ for each page copied.

Exemption from this Part

15  A society is exempted from the application of this Part if it makes provision by bylaw for more generous rights of inspection than are provided by this Part.

Inclusions with application to Registrar

16  An application to the Registrar of Companies for an order that, on such conditions as he considers appropriate, a society be a reporting society or not be a reporting society shall include or be accompanied by

(a) a copy of the last annual report of the society,

(b) an up to date list of the members of the society, unless the registrar waives this requirement,

(c) a brief summary of the current operations of the society,

(d) the names, addresses and occupations of the directors,

(e) the name, address and professional qualifications of the auditor, if any,

(f) a copy of the most recent financial statements,

(g) where the application is made by the society, a certified copy of the directors' resolution authorizing the application,

(h) a true copy of the constitution and bylaws, and

(i) a concise statement of the circumstances which, in the opinion of the applicant, justifies the making of an order.

[am. B.C. Reg. 526/78.]

Persons may apply for orders

17  A society and any interested person may apply for an order that the society be or not be a reporting society.

Repealed

18–19  Repealed. [B.C. Reg. 526/78.]

Appeal by way of hearing

20  An appeal shall be by way of hearing and review of the record.

Interested persons may appeal by notice

21  An interested person may appeal from a decision, refusal or order of the Registrar and of the Superintendent of Brokers to the Financial and Corporate Services Commission by notice in writing sent by registered mail to the commission and to the registrar or the superintendent, as the case may be, within 30 days after the mailing of the decision, refusal or order, and be entitled to a hearing and review by the commission.

Provision of Securities Act applicable

22  Section 29 ¹of the Securities Act applies, with the necessary changes and so far as they are applicable, to a hearing and review.

Parties at hearing

23  The registrar and the superintendent, as the case may be, is a party to and is entitled to be represented at a hearing before the commission.

Form of application

24  An application under Part 10 of the Act shall be in the form of the application contained in Schedule 1.

[en. B.C. Reg. 71/86, s. 1.]

Manner of publication

25  (1) For the purposes of sections 3 (4) (b) and 76 (3) (b) of the Society Act, a record referred to in those sections must be published by being published on a website maintained by or on behalf of the government.

(2) For the purposes of sections 102 (3), 136 and 140 (3) (a) of the Society Act, a record referred to in those sections may be published by being published on a website maintained by or on behalf of the government.

[en. B.C. Reg. 470/2004, s. (b); am. B.C. Regs. 93/2012; 229/2012.]