BILL 32 – 2004
SOCIETY AMENDMENT ACT, 2004

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2 Section 2 (1) (c) is repealed.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6 Section 15 is repealed.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:

Special resolutions

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:

Filing annual report

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:

Offences

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:

Registrar has no obligation to ensure accuracy or compliance

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.

 
Consequential Amendment

 
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).

Commencement

25 This Act comes into force by regulation of the Lieutenant Governor in Council.