1998/99 Legislative Session: 3rd Session, 36th Parliament
THIRD READING
The following electronic version is for informational
purposes only.
The printed version remains the official version.
124 (1) An association must keep and maintain a register of members, and a separate register of investment shareholders, and must enter the following in the appropriate register:
(a) the names and addresses of the members and investment shareholders, the number of shares held by each member and investment shareholder and the amount paid on each membership share and investment share;
(b) the date on which the name of any person was entered in the register as a member or investment shareholder;
(c) the date on which any person ceased to be a member or investment shareholder.
(2) Entry of the information referred to in subsection (1) in the register of members or register of investment shareholders is evidence of the facts stated.
125 (1) An association must keep a register of directors
(a) containing the names and addresses of its directors, and
(b) showing the dates on which the directors started and ceased to act.
(2) On the request of the registrar at any time, an association must provide the registrar with particulars of its directors.
Division 2 -- Records Filed With the Registrar
126 (1) Within 2 months after each anniversary of an association's incorporation, amalgamation or continuation in British Columbia, the association must file with the registrar an annual report in the prescribed form and containing prescribed information that is current to the most recent anniversary date.
(2) Within 2 months after each anniversary of the date of an extraprovincial association's registration in British Columbia, the extraprovincial association must file with the registrar an annual report in the prescribed form and containing prescribed information that is current to the most recent anniversary date.
127 (1) Within 2 months after each anniversary of its incorporation, amalgamation or continuation in British Columbia, a reporting association must file with the registrar a copy of the financial statements referred to in subsection (2) and the auditor's report.
(2) The financial statements referred to in subsection (1) must be approved by the directors, evidenced by the signatures of 2 directors, and must be comparative statements relating to
(a) the period
(i) beginning on the date of incorporation or, if the reporting association has completed a financial year, at the end of the last completed financial year, and
(ii) ending not more than 4 months before the annual general meeting, and
(b) the period, if any, that was the financial year immediately before the last completed financial year.
(3) However, a financial statement of a reporting association may relate only to the period ending not more than 4 months before the annual general meeting if the reason for the omission of the statement in respect of the periods covered by the previous financial statement is set out in the financial statement.
(4) The financial statements of reporting associations must include each of the following, by whatever name called:
(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;
(d) a balance sheet as of the end of each period.
(5) Despite subsection (4) (c), a reporting association's statement of source and application of funds may be omitted if the reason for the omission is set out in the financial statement.
128 (1) An association must keep each of the following records at its registered office, and, subject to section 141, must make the records available at that office for inspection during the association's normal business hours by any person:
(a) its certificate of incorporation;
(b) a copy of its memorandum, including every amendment of it;
(c) a copy of its rules, including every amendment of them;
(d) its register of members;
(e) its register of investment shareholders;
(f) its register of transfers;
(g) its register of directors;
(h) its register of debentureholders, except as provided by section 78 of the Company Act, as it applies for the purposes of this Act;
(i) its register of debentures;
(j) its register of indebtedness;
(k) its register of allotments;
(l) a copy of every document or other record filed with the registrar relating to the association;
(m) a copy of every certificate issued to it by the registrar;
(n) a copy of every order of the minister or the registrar relating to the association;
(o) a copy of every written contract under which the association has allotted any shares for a consideration other than cash;
(p) if the association is being wound up, the minutes of every meeting of its creditors;
(q) a copy of every prospectus and takeover bid circular issued in the preceding 10 years by the association or any subsidiary;
(r) a copy of every information circular issued in the preceding 10 years by the association or any subsidiary;
(s) a copy of the instrument of continuation under section 183, if any;
(t) if a receiver or receiver manager is appointed under an instrument registered in the office of the registrar, the name and address of the receiver or receiver manager, the date of the appointment of the receiver or receiver manager and the date the receiver or receiver manager ceases to act or completes the duties of that office;
(u) if the association is an amalgamated association, every record, document or instrument described in paragraphs (a) to (t), of each of the amalgamating associations.
(2) An association must keep each of the following records at its registered office, and, subject to section 141, must make the records available at that office for inspection during the association's normal business hours by a former director of the association, if the records relate to the time when the former director was a director, by a director, a member, investment shareholder or debentureholder, and if the association is a reporting association, by any person:
(a) the minutes of every general meeting and class meeting of the association;
(b) a copy of every audited financial statement of the association and its subsidiaries, whether or not consolidated with the financial statement of the association, including the auditor's reports;
(c) if the association is an amalgamated association, every record, document or instrument described in paragraphs (a) and (b) of this section, of each of the amalgamating associations.
(3) Despite subsection (1), an association may keep its register of members and its register of investment shareholders at a place other than the association's registered office if it first receives the written approval of the registrar to keep it at that place.
(4) An association that receives the approval of the registrar under subsection (3)
(a) must keep its register of members and its register of investment shareholders at the place that is the subject of the approval or, subject to receiving the further approval of the registrar, at another place, and
(b) must make the registers available at that place for inspection during the association's normal business hours by any person.
129 An association must keep each of the following records at its registered office, and, subject to section 141, must make the records available at that office for inspection during the association's normal business hours by a former director of the association, if the records relate to the time when the former director was a director, or by a director:
(a) the minutes of every meeting of the association's directors;
(b) a copy of every other document and instrument approved in the preceding 10 years by the association's directors;
(c) a copy of every mortgage created or assumed by the association, whether or not required to be registered;
(d) if the association is an amalgamated association every record, document or instrument described in paragraphs (a) to (c), of each of the amalgamating associations.
130 (1) Every director of an association may examine and take extracts from the association's records referred to in sections 128 and 129, without charge, and every former director may examine and take extracts from the records referred to in sections 128 and 129 that relate to the time when he or she was a director, without charge.
(2) Every member, investment shareholder or debentureholder of an association may examine and take extracts from the association's records referred to in section 128, without charge.
(3) If an association is a reporting association, any person may examine and take extracts from the association's records referred to in section 128 (1) or (2), without charge.
(4) If an association is not a reporting association, any person may examine and take extracts from the association's records referred to in section 128 (1), without charge.
(5) If the directors consider it appropriate in the circumstances they may allow a person to examine the minutes of the directors, subject to any conditions or restrictions specified by the directors.
131 For an examination of the records of an association by any person other than a director of the association, the association, by ordinary resolution, may impose reasonable restrictions.
132 Every person entitled to examine a record, document or instrument of an association under section 130 is entitled to require the association to provide the person with a copy of the record on payment to the association of a reasonable charge not exceeding the amount prescribed by the Lieutenant Governor in Council for every page copied.
133 (1) Subject to fulfillment of the conditions in subsection (2), a person may obtain one or more of the following lists:
(a) a membership list, setting out the names and addresses of the association's members and the number of membership shares held by each;
(b) an investment shareholder list, setting out the names and addresses of the association's investment shareholders and the number and class of investment shares held by each;
(c) a debentureholder list, setting out the names and addresses of the association's debentureholders.
(2) The following are the conditions for the purpose of subsection (1):
(a) that the person delivers a written application to the association or its agent, requesting the list or lists the person wishes to obtain and an affidavit of the person, or if the person is a corporation, an affidavit of a director or officer of the corporation authorized by its directors, stating in the affidavit
(i) the name and address of the person making the application,
(ii) if the person is a corporation, the name and address for service of the corporation, and
(iii) that the list is required and will be used only for corporate purposes pertaining to that association;
(b) that the person pays a reasonable fee to the association or its agent.
134 A person must not use an association's membership list, investment shareholder list or debentureholder list for other than corporate purposes pertaining to that association.
135 (1) In accordance with sections 128 to 133 an association must
(a) permit a person to examine or take extracts from any record to which the person has access under sections 128 to 132, or
(b) provide a person who complies with the conditions under section 133 with a membership list, investment shareholder list or debentureholder list requested under that section by the person, made up to a date not more than 14 days before the date of delivery of the written application under section 133 (2) to the association or its agent.
(2) If an association contravenes subsection (1), a court may order that an examination or extract be permitted or a copy provided within a time the court considers appropriate.
136 (1) Records and registers that are required by this Act to be prepared and maintained by or on behalf of an association may be in a bound or looseleaf form, or entered or recorded by any system of mechanical or electronic data processing, or by any other information storage device from which the association is capable of reproducing, in a reasonable time, any required information in intelligible form.
(2) Minutes that are required by this Act to be kept by an association must be kept in a bound or looseleaf book.
(3) An association and its agents must take adequate precautions with respect to the records and registers required by this Act to be prepared and maintained so as to
(a) avoid loss, mutilation or destruction,
(b) avoid falsification of entries, and
(c) provide simple, reliable and prompt access.
137 (1) The directors must cause minutes of the following to be made in books provided for the purpose:
(a) all appointments of officers made by the directors;
(b) the names of the directors present at each meeting of directors or of any committee of directors;
(c) all resolutions and proceedings at all meetings of the association, the directors or any committee of directors.
(2) A director who is present at a meeting of directors or of a committee of directors must sign his or her name in a book kept for that purpose.
(3) A failure to sign under subsection (2) does not invalidate any meeting.
138 (1) The directors must cause true accounts to be kept of
(a) all money received and spent, and the matter in respect of which receipt and expenditure takes place, and
(b) the assets and liabilities of the association.
(2) The books of account must be kept at the registered office of the association or at another place the registrar approves in writing or, if the association's rules permit, may be kept for temporary purposes at a place or places the directors think fit.
(3) The accounting records of an association must be open to the inspection of any director during the normal business hours of the association.
(4) Subject to the rules, the directors may determine to what extent, at which times and places and under what conditions the accounting records of the association must be open to the inspection of members and investment shareholders.
139 (1) An association must file with the registrar, in duplicate, every special resolution required by section 68 (2).
(2) The registrar must register one copy of a special resolution filed under subsection (1) and return the other copy certified as having been filed with the registrar.
(3) An association must retain at its registered office a copy of every special resolution passed for any purpose under this Act.
140 A notice, return or resolution required to be filed with the registrar must be authenticated by a director or officer of the association.
141 (1) Subject to subsection (2), an association that has on record any financial information pertaining to a member, prospective member or tenant must not disclose that information to any person.
(2) Subsection (1) does not prohibit disclosure of information by an association
(a) to directors, officers or committees of the association for use only in connection with their official duties,
(b) to a person legally entitled to the information other than under sections 128 to 133, or
(c) at a general meeting at which a member is appealing a decision of the directors of an association to terminate the member's membership and a ground of termination is the failure to pay money due to the association or a breach of a material condition relating to financial information to be provided to the association.
142 (1) An association must provide to a member or investment shareholder, on request and without charge, but not more than once annually, a copy of the association's memorandum and rules.
(2) A member or investment shareholder of an association is entitled to additional copies of the association's memorandum and rules on payment of an amount for each copy not exceeding the prescribed maximum per page.
143 (1) The first general meeting of members of an association must be held within 3 months after the date of incorporation or within a later period that may be approved by the registrar.
(2) A general meeting of every association must be held at least once in every calendar year within 4 months after the end of its financial year but the registrar may approve of the meeting being held on a suitable date close to the date when the meeting ought to have been held.
144 (1) If, due to circumstances prevailing among the membership, it is not possible to hold any general meeting at a time when or place where a large portion of the membership is able to attend, an association may make provision in its rules to hold 2 or more meetings of members and to count the total vote taken by secret ballot at the meetings after the last of the meetings has been held to ascertain whether any resolution submitted to the meetings has been adopted or rejected.
(2) Any resolution
(a) that is not a special resolution and that is approved by a majority of the members present at the meetings referred to in subsection (1), or
(b) that is a special resolution and that
(i) the requisite majority under this Act of the members present at the meetings referred to in subsection (1) approves, and
(ii) in the case of an association that has provided in its rules as set out in section 41, also receives at least the specified percentage or percentages of favourable votes referred to in section 41,
is of the same effect as if passed at a general meeting or special general meeting of the association, if due notice has been given.
145 The rules of an association may provide for semi-annual or other periodic meetings.
146 (1) At least 14 days' notice of every annual general meeting of an association and of every general meeting of an association at which a special resolution is to be proposed must be given to each member.
(2) In the case of a general meeting other than one referred to in subsection (1), at least 7 days' notice, or any longer notice that the association may provide in its rules must be given to each member.
(3) At least 14 days' notice of every meeting of an association's investment shareholders or of an association's investment shareholders in any class of investment shareholders must be given to each investment shareholder or to each of them in that class, as the case may be.
(4) The notices under this section must specify
(a) the place, the day and the hour of the meeting, and
(b) in the case of special business, the general nature of that business.
147 (1) An association may give a notice required under section 146 by post, service or delivery or another manner set out in the association's rules.
(2) A notice required under section 146 that is given by post
(a) is deemed to be effected by properly addressing, prepaying and mailing the notice, and
(b) unless the association's rules provide for a longer period, is deemed to have been effected on the second day, Saturdays, Sundays and holidays excepted, after the date of mailing.
(3) If mail service is not available, a notice required under section 146
(a) may be given by advertising on 2 separate occasions at least 5 days apart, inclusive of the day of publication, in a newspaper circulating in the area or areas in which the association carries on its operations, and
(b) is deemed to have been received by the member or investment shareholder on the day of last publication.
(4) An association may give a member or investment shareholder of the association any other notice required or permitted under this Act by post, service, delivery or another manner set out in the association's rules, and subsection (2) applies in respect of such a notice given by post under this subsection.
148 A meeting of members or investment shareholders of an association must be held
(a) in British Columbia, or
(b) in a location outside of British Columbia if the location is approved in writing by the registrar after an application is made by the association before the meeting.
149 (1) A member or investment shareholder of an association who is entitled to participate in and vote at a meeting of the members or investment shareholders may participate and vote
(a) in person, or
(b) unless the association's rules provide otherwise, by telephone or other communications medium if all members or investment shareholders participating in the meeting, whether by telephone, other communications medium or in person, are able to communicate with each other.
(2) Nothing in subsection (1) obligates an association to take any action or provide any facility or permit or facilitate the use of any communications medium at a meeting of members or investment shareholders.
(3) If a meeting of members or investment shareholders is held in the manner contemplated by subsection (1) (b),
(a) a member or investment shareholder who participates in the meeting, whether in person, by telephone or by other communications medium, is deemed, for the purposes of this Act, to be present at the meeting, and
(b) the meeting is deemed to be held at the location specified in the notice of the meeting.
150 (1) The directors of an association may call a special general meeting when they think fit.
(2) Subject to section 151 (2) (b), the directors must call a special general meeting on receipt of a written requisition signed by,
(a) if there are 100 or fewer members of the association, at least 20% of the members,
(b) if there are more than 100 but fewer than 5 000 members of the association, at least the greater of
(i) 20 members, and
(ii) 10% of the members, or
(c) if there are more than 5 000 members of the association, at least the greater of
(i) 500 members, and
(ii) 5% of the members.
151 (1) A requisition under section 150 (2) for a special general meeting must
(a) state the object of the meeting,
(b) state the name and address of the representative of the requisitioning members,
(c) if applicable, set out the resolution to be submitted to the meeting, and
(d) be served on the association.
(2) If the directors receive a requisition that complies with subsection (1), then, within 7 days after the date the requisition is served on the association, the directors must
(a) call the requisitioned general meeting, or
(b) refuse to call the requisitioned general meeting on one or more of the following grounds:
(i) it clearly appears that the proposal is submitted by the members for the purposes of enforcing a personal claim or redressing a personal grievance against the association or its officers, or primarily for the purpose of promoting causes that are extraneous to the purposes of the association;
(ii) substantially the same proposal was considered and defeated by the membership within 3 years immediately before the date the requisition containing the proposal was delivered to the registered office;
(iii) the business of the requisitioned general meeting as stated in the requisition includes a matter outside the powers of the members.
152 (1) The directors must give to the representative of the requisitioning members prompt notice of a decision under section 151 to call or refuse to call the requisitioned special general meeting, and if the directors refuse to call the meeting, they must include in the notice their reasons for the refusal.
(2) Any member of the association may appeal the directors' decision under section 151 (2) (b) at the next meeting of the association by delivering a notice of appeal to the association within 14 days after the representative of the requisitioning members receives the notice referred to in subsection (1) of this section.
(3) Unless, by a resolution requiring a simple majority, the members at the general meeting to which the appeal is brought forward confirm the decision of the directors to refuse to call the requisitioned special general meeting, the directors must call the requisitioned general meeting.
(4) The requisitioning members themselves may convene a meeting if the directors
(a) do not give the notice referred to in subsection (1) to the representative of the requisitioning members within 14 days after the delivery of the requisition under section 151 (1) (d), or
(b) do not call the requisitioned special general meeting within 7 days after a meeting under subsection (3) does not confirm the decision of the directors.
153 (1) The directors of an association must place before each annual general meeting of its members,
(a) in the case of an association other than a reporting association, a financial statement for the period that began on the date of incorporation and ended as of the close of the association's first financial year or, if it has completed a financial year, the latest completed financial year, as the case may be, the statement to be current to a date not more than 4 months before the annual general meeting before which it is placed, made up of
(i) a statement of profit and loss for that period,
(ii) a statement of surplus for that period, and
(iii) a balance sheet as at the end of that period,
and, unless a resolution has been passed under section 109, the report of the auditor,
(b) in the case of a reporting association, a comparative financial statement relating separately to
(i) the period that began on the date of incorporation and ended as of the close of the association's first financial year or, if it has completed a financial year, the latest completed financial year, as the case may be, the statement to be current to a date not more than 4 months before the annual general meeting before which it is placed, and
(ii) the period, if any, that is the financial year next preceding the latest completed financial year,
made up of
(iii) a statement of profit and loss for each period,
(iv) a statement of surplus for each period,
(v) in the case of an association, other than a mutual fund in British Columbia as defined in the Securities Act, a statement of source and application of funds for each period,
(vi) in the case of a mutual fund in British Columbia as defined in the Securities Act, a statement of changes in net assets for each period, and
(vii) a balance sheet as at the end of each period,
and the report of the auditor,
(c) the report of the directors to the members, and
(d) any further information respecting the association that its rules require or that the Lieutenant Governor in Council may prescribe.
(2) The statements referred to in subsection (1) need not be designated as a statement of profit and loss, statement of surplus, statement of changes in net assets, statement of source and application of funds or balance sheet.
(3) Despite paragraph (b) of subsection (1), the financial statement referred to in that paragraph may relate only to a period ending not more than 4 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 laid before that meeting.
(4) Despite subsection (1) (b) (v), the statement of source and application of funds may be omitted if the reason for the omission is set out in the financial statement.
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