But the new Act applies right away
All societies in BC are required to “transition” under the new Societies Act by filing an application in a new electronic system called Societies Online. Societies have a two-year period, until November 28, 2018, to file this application.
When a society files its transition application does not affect when the new regime applies. The new law applies to all pre-existing societies as of when the law came into force on November 28, 2016.
One result is that any provision in a society’s bylaws that is inconsistent with the new Act has no effect. The matter is governed by the new Act.
Three things you absolutely must know about transition:
1. The new rules apply to your society now. As of November 28, 2016 the new Act applies to you whether or not your society has "transitioned".
2. Any existing bylaw of your society that is inconsistent with the new Act has no effect. The matter is governed by the new Act.
3. Transitioning presents an opportunity to strengthen your society. Meeting the basic requirements to transition is a straightforward process that takes a couple of hours, but transitioning is an excellent opportunity to put your society's house in order by reviewing your existing bylaws and governance.
What does transitioning involve?
The transition process features filling out a form and uploading documents on the Corporate Registry’s system, Societies Online.
The key documents are your society’s constitution and bylaws, which will need to be rearranged to meet the Registry’s requirements. A society that rearranges its constitution and bylaws as required but makes no other amendments to its bylaws can complete the transition application without requiring member approval.
Optionally, societies can revise their bylaws as part of the transition process. Societies may wish to do this to update bylaws that are in conflict with the new Act, or to take advantage of increased flexibility offered by the new Act. A society that revises its bylaws as part of transitioning will need to have the changes approved by a special resolution of members.
What if you don’t transition right away?
After November 28, 2016, a pre-existing society will not be able to do the following until it transitions:
- The society will not be able to amend its constitution or bylaws.
- The society will not be able to amalgamate.
- The society will not be able to become a member-funded society (this new designation is explained below).
A pre-existing society will still be able to make the filings required to change their registered office or directors, and to file annual reports following an annual general meeting.
What if you don’t transition within the two-year window?
A pre-existing society must file its transition application within the two-year window after the new Societies Act came into force. The resulting deadline is November 28, 2018. If a society doesn’t file its transition application by this date, it would be considered to be in default of a requirement under the Act and at risk of being dissolved by the Corporate Registry.