Societies Act FAQ's for Housing Providers
Who this resource is for: BC Societies seeking to comply with the BC Societies Act and BC Housing requirements.
Who created it: © Pacific Legal Education and Outreach Society (PLEO), 2016 with input from BC Housing and the BC Non-Profit Housing Association.
What is the New Societies Act?
The Society Act (BC) has not been changed since the 1970s. The New Societies Act (BC) modernizes the Act and introduces a few new concepts.
When does it start?
The new Act comes into force on November 28, 2016. A society has two years to transition.
What is “the transition”?
Under the new Societies Act all pre-existing societies must transition their constitution and bylaws from the current paper based system to a new electronic system, with a few changes. This is done by submitting a Transition Application to BC Registry Services.
Do we have to change our Constitution?
Probably, yes. Only the society’s name and purpose(s) can remain in the constitution. All other provisions must be moved to the bylaws, including any unalterable provisions that were required by BC Housing or other funders.
What are the BC Housing requirements?
BC Housing has no special requirements for transition. Societies that currently meet BC Housing requirements will remain compliant if they transition in accordance with the Act. If you have questions about BC Housing requirements and your current documents, contact your BC Housing representative. The new Act only allows Name and Purposes in the constitution but BC Housing told us we must have certain unalterable constitution provisions.
What does this mean?
Societies that receive or have received money or property from BC Housing are designated by Regulation 18. This means: The society may not change previously unalterable provisions without the prior written consent of the Minister of Housing. (S.245(2). BC Housing is aware you need to move those provisions to your bylaws in accordance with the new Act.
What does a Housing Society have to do with the unalterable provisions?
Move the unalterable provisions from your constitution into your bylaws
Create a subheading such as " Part 10 - Previously unalterable constitutional provisions".
Renumber the provisions and add "This provision was previously unalterable"
Move any other constitution provisions (not name or purposes) to your bylaws as well.
Example: 10.3 No director shall be paid any remuneration for services rendered to the society but may be reimbursed for reasonable expenses in acting as a director. This provision was previously unalterable.
Do we need to pass a special resolution to make these changes?
No. A special resolution from your members is not required to move provisions to your Bylaws! It is a requirement of the statute.
What do we do if we want to change those previously unalterable provisions?
If a change is needed, societies will need to provide BC Housing with a copy of the proposed amendment. BC Housing will review the request and liaise with the Minister’s office regarding consent to alter.
Do we have to change our bylaws?
No. You may want to take advantage of changes in the new Act but you do not have to.
We incorporated with Schedule B bylaws but do not seem to have a copy of them in the file. What do we do?
For those societies that incorporated with the Schedule B and did not download a copy you can find them here. Don’t forget to integrate any changes that may have been filed with the Registry into your bylaws. No.
We want to modernize our bylaws can we use the Schedule I Model Bylaws?
Yes, however you should read them carefully first as they are very different from the Schedule B bylaws. Find the table comparing the Schedule B with Schedule 1 here. Also, BC Housing would not accept Bylaw 7.1.
Does BC Housing need to review any other bylaw changes we plan to make after transition?
You need to contact BC Housing for a review if you are contemplating changes to your affordable housing purpose or provisions regarding the disposition of assets and/or remuneration to directors. If your society currently has an operating or operator agreement with BC Housing, you should also refer to any specific requirements within that agreement before making changes to your constitution and bylaws.
Is there anything else I need to know?
Some housing societies may also be ‘designated’ with respect to the Minister of Health so you may need their permission to change previously unalterable provisions as well (Regulation 18). Also, note that BC Housing-funded societies are not able to transition as ‘member-funded’ (Regulation 13). If you have more questions go to the Law For NonProfits website and Society Act FAQ wiki for more information.
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Submit an inquiry* to our Ask a Law Student service at the link below.
* Our law students can only provide general legal information, not advice about what steps you should take in your specific circumstance. They also cannot provide legal opinions.