Questions and Answers
Questions about the Impact of becoming a Society
Q: What would be the most significant changes to how we currently operate?
A: Different fiscal year:
Different voting thresholds
New paperwork
If you are interested, here is a one-pager about what is required to maintain our status as a Registered Society in the future. Maintenance of a BC Society
Q: Would we have to start collecting GST & PST?
A: The act of incorporating as a society does not change any obligation we may have under tax laws to collect GST or PST.
Q: Is this going to be expensive?
A: The costs are reasonable. It will cost $130 in filing fees to incorporate ourselves as a Society. Going forward, we will have to file an annual report each year, and that filing fee is only $40.
Q: Insurance? Does a Society have to carry a certain level of Insurance for its Board? Will our approach to insurance have to change?
A: The Societies Act does not require us to purchase any additional insurance (or indeed any insurance at all). So what we are doing now is OK.
And in fact, becoming a Society provides protection for our members, because they would no longer be personally liable for debts nor could they be personally sued in a calamitous situation.
Section 5 of the Societies Act provides that members are not personally liable for the debts, etc of the Society.
Section 6 states that the Society has the full legal capacity of an adult individual. Among other things, that means the Society can be sued for contract breaches or harm it might have caused. It would be prudent to maintain insurance to protect the Society against such claims. This is what the Club has done in the past, and expects to continue to do.
Section 66 allows (but does not require) the Society to purchase additional insurance to protect Directors and Officers, who could be held legally responsible in certain circumstances.
At some point in may be prudent for the Executive to seek advice on the possible liability of Directors and determine whether such additional insurance is worth considering.
A: Different fiscal year:
- The BC Societies Act says that at our AGM, members must vote to approve the financial statements from the previous fiscal year. We don't do this. Our current practice is to hold our AGM before the end of our fiscal year on August 31st.
- To comply with the Act we would shift our fiscal year to June 1 - May 31, so that we can finalize our year-end books in time for the July AGM.
Different voting thresholds
- We can lower the voting threshold to pass a special resolution from our current practice of 75% to 67% .
New paperwork
- We need to file an “annual report” with the government. It is quite simple – a two- page standard form listing our directors, and stating that we had an AGM as we are required to do. Annual Report Form
- We need to establish a "registered office" ( one of our member's homes) and maintain a very specific list of records. Please look at Part 3, Division 1 & 2, of the BC Societies Act.
If you are interested, here is a one-pager about what is required to maintain our status as a Registered Society in the future. Maintenance of a BC Society
Q: Would we have to start collecting GST & PST?
A: The act of incorporating as a society does not change any obligation we may have under tax laws to collect GST or PST.
Q: Is this going to be expensive?
A: The costs are reasonable. It will cost $130 in filing fees to incorporate ourselves as a Society. Going forward, we will have to file an annual report each year, and that filing fee is only $40.
Q: Insurance? Does a Society have to carry a certain level of Insurance for its Board? Will our approach to insurance have to change?
A: The Societies Act does not require us to purchase any additional insurance (or indeed any insurance at all). So what we are doing now is OK.
And in fact, becoming a Society provides protection for our members, because they would no longer be personally liable for debts nor could they be personally sued in a calamitous situation.
Section 5 of the Societies Act provides that members are not personally liable for the debts, etc of the Society.
Section 6 states that the Society has the full legal capacity of an adult individual. Among other things, that means the Society can be sued for contract breaches or harm it might have caused. It would be prudent to maintain insurance to protect the Society against such claims. This is what the Club has done in the past, and expects to continue to do.
Section 66 allows (but does not require) the Society to purchase additional insurance to protect Directors and Officers, who could be held legally responsible in certain circumstances.
At some point in may be prudent for the Executive to seek advice on the possible liability of Directors and determine whether such additional insurance is worth considering.
Questions about the Proposed Revised Bylaws
Q: How does the new fiscal year work?
A: Our normal practice is to approve the new Budget for September 1 to August 31st at our AGM at the end of July. Nice and tidy. However, one of the key requirements of the BC Societies Act is that Members also see and approve our year-end financial statement at our AGM. We don’t do this right now. Only our Executive approves our year-end financials. Therefore, to satisfy the requirements of the BC Societies Act, we need to close our fiscal year some time before our AGM.
- Shouldn't the Fiscal Year, new Budget, new Executive and new Membership Dues all start on the same date, after the AGM. (i.e. August 1st)?
- In Membership (18) and Budget (20), you have the dues and proposed budget approved at the AGM (in July). Are you approving these to take effect 11 months later in the following fiscal year starting June 1st?
- Shouldn't the fiscal year and membership year be the same? August 1st to July 31st.
A: Our normal practice is to approve the new Budget for September 1 to August 31st at our AGM at the end of July. Nice and tidy. However, one of the key requirements of the BC Societies Act is that Members also see and approve our year-end financial statement at our AGM. We don’t do this right now. Only our Executive approves our year-end financials. Therefore, to satisfy the requirements of the BC Societies Act, we need to close our fiscal year some time before our AGM.
- That is why we propose that our fiscal year will close on May 31st, giving the Treasurer a month (June) to prepare the year-end financial statement, for distribution to the Members on July 1st or thereabouts (to allow for the requisite 21 day’s-notice before the AGM).
- In June and July, we are already “in” the next fiscal year even though the budget for that year hasn’t been approved yet. Section 21 of the revised Bylaws explains how we will manage during this period: The Executive can continue to approve and pay routine expenses up to a maximum allocated for that item for a month, or other payment frequency under the previous annual budget. While it seems new and somewhat confusing to us, this is common practice in most companies with shareholders.
Q: About Dissolution clause 16 (3). Who decides where the money goes? Vote by Members or does the Executive decide?
A: The BC Societies Act (Section 126 to 132) spells out how a Society is dissolved. It says that the Members have to pass a resolution to dissolve the club at a general meeting, and the issue of where the money goes would presumably be part of that resolution.
A: The BC Societies Act (Section 126 to 132) spells out how a Society is dissolved. It says that the Members have to pass a resolution to dissolve the club at a general meeting, and the issue of where the money goes would presumably be part of that resolution.
Q: Annual Report My suggestion is that the task, of filing the annual report be added to the todo list for the president or the secretary. It is easy to miss as the years go on and Executive members change.
A: Please have a look at Section 15(3) of the Revised Proposed Bylaws which say that this would be the Secretary's job.
A: Please have a look at Section 15(3) of the Revised Proposed Bylaws which say that this would be the Secretary's job.
Q: Proxy voting: Will there be an opportunity to designate proxies for the meeting in January?
A: Our current bylaws, which will guide the procedure for this Special General Meeting, do not allow for proxy voting. See Section 12b.
A: Our current bylaws, which will guide the procedure for this Special General Meeting, do not allow for proxy voting. See Section 12b.
Suggestions for Things to be Added
We decided at the outset of this redrafting that we would strive to keep the content in the revised Bylaws the same as we currently have, and only introduce new material when required by the Act. We’re doing it this way simply because we don’t have time to do full consultation and review.
Some of your questions and comments touch on new concepts, policies, or practices; which are not present in our current Bylaws. Each of these suggestions needs to be thought through before we adopt them.
We are keeping track of every new idea, and if there are enough of them, and they are important enough, we will convene a group of Members to further rewrite our Bylaws this Spring, which we could then adopt at our AGM in July.
Here are the suggestions for "new" things received so far:
Member Definition: In the club bylaws definition of 'member', wouldn't it make more sense to have it as 'a person who has been accepted for membership...'? The way it's currently written, and outside of the following expanded definition, anyone who has applied for membership, even if they have been rejected for any reason, could still be considered a 'member'.
Refunds: A club I belong to was asked to return the membership fee for a member that passed away. Do we need to address membership refunds for people who die, move away, quit or if their membership is terminated as in 5 (4)?
Some of your questions and comments touch on new concepts, policies, or practices; which are not present in our current Bylaws. Each of these suggestions needs to be thought through before we adopt them.
We are keeping track of every new idea, and if there are enough of them, and they are important enough, we will convene a group of Members to further rewrite our Bylaws this Spring, which we could then adopt at our AGM in July.
Here are the suggestions for "new" things received so far:
Member Definition: In the club bylaws definition of 'member', wouldn't it make more sense to have it as 'a person who has been accepted for membership...'? The way it's currently written, and outside of the following expanded definition, anyone who has applied for membership, even if they have been rejected for any reason, could still be considered a 'member'.
Refunds: A club I belong to was asked to return the membership fee for a member that passed away. Do we need to address membership refunds for people who die, move away, quit or if their membership is terminated as in 5 (4)?
Got More Questions?
If you have ANY questions, or concerns, please raise them as soon as possible, so we have time to do our research and find the correct answer for you.
We will publish all the questions we receive (with the answers) in the Friday Updates, so we can all learn together.
If you have ANY questions, or concerns, please raise them as soon as possible, so we have time to do our research and find the correct answer for you.
We will publish all the questions we receive (with the answers) in the Friday Updates, so we can all learn together.
Call or write:
Liz Knight
[email protected]
604.351.2703
Pam Robertson
[email protected]
H: 604.535.1519
M: 604.603.3313
Jane Goundrey
[email protected]
604.612.7435
Phil Knight
[email protected]
604.723.4356
Liz Knight
[email protected]
604.351.2703
Pam Robertson
[email protected]
H: 604.535.1519
M: 604.603.3313
Jane Goundrey
[email protected]
604.612.7435
Phil Knight
[email protected]
604.723.4356