2004 Legislative Session: 5th Session, 37th Parliament
FIRST READING
The following electronic version is for informational
purposes only.
The printed version remains the official version.
HONOURABLE GARY COLLINS
MINISTER OF FINANCE
HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of British Columbia, enacts as follows:
1 Section 1 of the Society Act, R.S.B.C. 1996, c. 433, is amended
(a) by adding the following definition:
"filed" has the same meaning as in the Business Corporations Act, and, for that purpose, section 408 of that Act applies; , and
(b) in paragraph (c) of the definition of "reporting society" by striking out "(b), (c) or" and substituting "(b) or".
2 Section 2 (1) (c) is repealed.
3 Section 3 is amended
(a) by repealing subsection (1) and substituting the following:
(1) Five or more persons may form a society by
(a) filing with the registrar
(i) an original, signed by all applicants, and a copy of the constitution and bylaws of the proposed society in the form established by the registrar,
(ii) a list, in the form established by the registrar, of persons who will be the first directors of the society, stating their full names and resident addresses, and
(iii) a notice of the address of the proposed society in the form established by the registrar, and
(b) submitting to the registrar, with the documents referred to in paragraph (a), the prescribed fee. ,
(b) in subsection (3) (b) by striking out "and bylaws of the proposed society appear" and by substituting "of the proposed society appears",
(c) in subsection (3) by striking out "under the registrar's seal of office", and
(d) by repealing subsection (4) (b) and substituting the following:
(b) publish a notice of the incorporation in the prescribed manner.
4 Section 7 is amended
(a) by repealing subsection (1) and substituting the following:
(1) A voting member of a society has only one vote, and, despite any contrary provision in the bylaws, may exercise that vote on every matter without restrictions. , and
(b) by repealing subsections (3) (a) and (4).
5 Section 10 (1) (b) is amended by striking out "a notice of every change of address to be made in Form 5 of Schedule A." and substituting "a notice of change of address, in the form established by the registrar, for every change of address."
6 Section 15 is repealed.
7 Section 17 (1) (a) is amended by striking out "in Form 1, 2 or 3 of Schedule A," and substituting "in the form established by the registrar for the purposes of this section,".
8 Section 20 (2) (b) is amended by striking out "(b), (c)," and substituting "(b),".
9 Section 23 is amended
(a) in subsection (1) by striking out "on the date of its acceptance by the registrar as being in compliance with this Act or, if the resolution is accepted by the registrar and a later date is specified in the resolution, on that later date." and substituting "on the later of
(a) the date on which it is filed with the registrar, and
(b) the date specified in the resolution.",
(b) in subsection (2) by striking out "On accepting a special resolution under subsection (1)," and substituting "After a special resolution is filed with the registrar under subsection (1),", and
(c) by repealing subsection (3) and substituting the following:
(3) The registrar must refuse to file a special resolution referred to in subsection (1) that is passed by a society referred to in section 2 (1) (b) or (d) unless written consent to the filing has been provided,
(a) in the case of a society referred to in section 2 (1) (b), by the Minister of Health Services, or
(b) in the case of a society referred to in section 2 (1) (d), by the Superintendent of Financial Institutions.
10 Section 24 (7) is repealed and the following substituted:
(7) Notice of a change of directors of a society must be filed with the registrar, without delay, in the form established by the registrar.
11 Section 34 is amended
(a) in subsection (2) by striking out "a notice in Form 8 of Schedule A" and substituting "a notice in the form established by the registrar", and
(b) in subsection (4) by striking out "a notice in Form 9 of Schedule A" and substituting "a notice in the form established by the registrar".
12 Section 39 is amended
(a) in subsection (1) by striking out "mail to the auditor and to each member at the member's latest address as shown on the register of members" and substituting "provide to the auditor and to each member",
(b) by adding the following subsection:
(1.1) The financial statement and report referred to in subsection (1) must be provided
(a) in the manner specified by the bylaws of the society, or
(b) if the bylaws of the society do not specify the manner, by mailing those records
(i) to the auditor, and
(ii) to each member at the member's latest address as shown on the register of members, , and
(c) by repealing subsection (5).
13 Section 66 is repealed and the following substituted:
66 (1) A society must file with the registrar an original and one copy of each special resolution, which special resolutions must be in the form established by the registrar.
(2) After a special resolution is filed under subsection (1), the registrar must retain one copy of the special resolution and must return the other copy to the society, certified as having been filed with the registrar.
(3) A special resolution, other than one changing the number of directors or removing a director, does not take effect until it is filed with the registrar.
14 Section 68 is repealed and the following substituted:
68 A society must, within 30 days after each annual general meeting, file with the registrar an annual report in the form established by the registrar.
15 Section 75 (3) is repealed.
16 Section 76 is amended
(a) in subsection (1) by striking out "prescribed" and substituting "established",
(b) in subsection (3) by striking out "If the registrar determines that this Act has been complied with," and substituting "After receipt of an application referred to in subsection (1),", and
(c) in subsection (3) (b) by striking out "in the Gazette." and substituting "in the prescribed manner."
17 Section 78 is amended
(a) in paragraph (c) by striking out "financial statements and", and
(b) in paragraph (d) by striking out "Form 7 of Schedule A." and substituting "the form established by the registrar."
18 Section 88 (1) (b) is amended by striking out "prescribed application form," and substituting "application form established by the registrar,".
19 Section 93 is repealed and the following substituted:
93 (1) Section 5 of the Offence Act does not apply to section 89.
(2) Subject to subsection (3), a person who makes or assists in making a statement in a document that is required or permitted to be filed with the registrar under this Act, commits an offence if the statement
(a) is, at the time and in light of the circumstances under which it is made, false or misleading in respect of any material fact, or
(b) omits any material fact, the omission of which makes the statement false or misleading.
(3) No person is guilty of an offence under subsection (2) if that person
(a) did not know that the statement was false or misleading, and
(b) with the exercise of reasonable diligence, could not have known that the statement was false and misleading.
(4) A person who commits an offence under subsection (2) is liable
(a) in the case of a person other than an individual, to a fine of not more than $5 000, or
(b) in the case of an individual, to a fine of not more than $2 000.
20 Section 94 is repealed.
21 The following section is added:
94.1 Nothing in this Act requires the registrar to ensure that a record filed with the registrar, or the information contained in it, is accurate or complete or meets the requirements of this Act, the regulations or any other enactment.
22 Section 99 (2) is amended by adding the following paragraphs:
(e) respecting the manner and form in which, or the method by which, records or information may be provided or submitted to, or certified by, the registrar;
(f) prescribing records and information that must be provided or submitted to the registrar in, or in conjunction with, any record provided to the registrar or submitted to the registrar for filing, with power to prescribe different information and records for different situations;
(g) respecting the manner in which, or the method by which, records may be mailed, sent or provided, and the requirements that a person must meet to mail, send, provide or receive information or records in an electronic or other format for the purposes of this Act;
(h) respecting the manner in which the registrar is to publish notices that the registrar is required or permitted to publish under this Act, including prescribing different manners of publication for different notices.
23 Schedule A is repealed.
Mountain Resort Associations Act
24 Section 6 (2) of the Mountain Resort Associations Act, R.S.B.C. 1996, c. 320, is amended
(a) by repealing paragraph (a) and substituting the following:
(a) all of section 1 except
(i) the definitions of "ordinary resolution" and "special resolution", and
(ii) the definition of "filed", which definition applies, in this Act, only for sections 3 (5) (b) and (6) and 9 of this Act; , and
(b) by repealing paragraph (j).
25 This Act comes into force by regulation of the Lieutenant Governor in Council.
SECTION 1: [Society Act, section 1] adds a definition of "filed", provides that a society may declare itself to be a reporting society by an ordinary resolution without that resolution having to be filed with the registrar and removes reference to section 2 (1) (c) of the Society Act which is repealed by this Bill.
SECTION 2: [Society Act, section 2] removes a restriction to incorporating, without ministerial approval, a society to own, manage or operate a social club.
SECTION 3: [Society Act, section 3] requires that specified records be filed with the registrar in order to incorporate a society, removes the necessity for the registrar to review the society's bylaws, removes the need for the registrar to use a seal and allows publication of the incorporation of a society in the prescribed manner.
SECTION 4: [Society Act, section 7] clarifies that members' votes may be exercised on any matter, removes from the registrar the ability to allow societies to adopt a system of delegate voting and removes from the registrar the ability to make retroactive orders exempting societies from limiting non-voting members.
SECTION 5: [Society Act, section 10] enables the registrar to determine the form of a notice of change of address.
SECTION 6: [Society Act, section 15] removes the prohibition on societies granting degrees or diplomas.
SECTION 7: [Society Act, section 17] enables the registrar to determine the form of a constitution and bylaws applicable to amalgamations.
SECTION 8: [Society Act, section 20] removes reference to section 2 (1) (c) of the Society Act which is repealed by this Bill.
SECTION 9: [Society Act, section 23] removes reference to resolutions being accepted by the registrar.
SECTION 10: [Society Act, section 24] enables the registrar to determine the form of a notice of change of directors.
SECTION 11: [Society Act, section 34] enables the registrar to determine the form of a notice of incorporation of a subsidiary or ceasing to have control over a subsidiary.
SECTION 12: [Society Act, section 39] removes the registrar's ability to order how notices of meetings and financial statements must be provided by reporting societies and allows reporting societies to set their own rules in their bylaws for the manner in which financial statements are to be delivered.
SECTION 13: [Society Act, section 66] relieves the registrar from having to determine if a resolution complies with the Act and clarifies the process of filing special resolutions.
SECTION 14: [Society Act, section 68] removes the necessity for societies to file their financial statement with the registrar and enables the registrar to determine the form of an annual report.
SECTION 15: [Society Act, section 75] removes the prohibition against registering an extraprovincial society whose purpose includes carrying on a social club.
SECTION 16: [Society Act, section 76] enables the registrar to determine the form of an application for registration of an extraprovincial society and directs the registrar to publish notice of a registration in the manner prescribed.
SECTION 17: [Society Act, section 78] removes the necessity for an extraprovincial society to file its financial statements with the registrar and enables the registrar to determine the form of a notice of change of directors for an extraprovincial society.
SECTION 18: [Society Act, section 88] enables the registrar to determine the form of an application for registration for a society wishing to register under Part 10 of the Society Act.
SECTION 19: [Society Act, section 93] makes it an offence to make misleading statements.
SECTION 20: [Society Act, section 94] removes the necessity to file signed documents with the registrar.
SECTION 21: [Society Act, section 94.1] clarifies that the registrar has no obligation to ensure that records filed with the registrar are accurate and complete or that they comply with applicable legislative requirements.
SECTION 22: [Society Act, section 99] allows regulations to be made respecting the manner and form of providing records.
SECTION 23: [Society Act, Schedule A] removes the Schedule that mandates the forms under which submissions to the registrar must be made.
Mountain Resort Associations Act
SECTION 24: [Mountain Resort Associations Act, section 6] is consequential to the addition of the definition of "filed" to the Society Act by this Bill, and to the repeal by this Bill of Schedule A of the Society Act.
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