By: Avery Saunders, Rachael Ramage, and Sarah Tang
In British Columbia (B.C.), a society is a not-for-profit organization that may be formed for any lawful purpose, such as charitable, educational, recreational, scientific or social purposes. The Societies Act, S.B.C. 2015, c. 18 (the “Act”) and related regulations govern how societies are created and run in B.C.
Thinking of incorporating a society in B.C.? Here are 5 steps to help you get started:
1. Name
First, you must choose a name for your society. Before you can proceed with your chosen name, you must reserve the name with B.C. Registry Services.
The examiner for B.C. Registry Services must be satisfied that your chosen name does not conflict with the name of an existing corporation or society, and that the name contains three elements:
- a distinctive element – a word or two that sets your name apart;
- a descriptive element – a word or two that describes what you do; and
- a corporate designation – B.C. Registry Services provides a list of commonly used designations that a society can choose from – for example, “Society”, “Foundation”, “Association” or “Club”.
Don’t forget that your examiner can review up to three names in one request, so if you’re not sure if your name will be approved, it is a good idea to include a second or third option.
2. Purpose
Second, you have to define the purpose of your society.
The purpose of your society should describe the cause, activity or support that your society will promote. Pursuant to the Act, a society may be formed for any number of lawful purposes – such as agricultural, artistic, charitable, educational, environmental, professional, recreational, religious, scientific, social or sporting – that is, almost anything!
However, it is important to note that your society must not have, as one of its purposes, the carrying on of a business for profit or gain.
3. Directors, Officers and Members
Third, you have to consider who will be involved in your society.
– Directors. Your society must have at least three directors who are responsible for managing day to day operations, including admitting members. All of the directors must be at least 18 years old, and at least one director must be ordinarily resident in B.C.
Your society can reimburse a director for reasonable expenses incurred in performing the director’s duties, but cannot pay a director remuneration for being a director unless you specifically provide for director remuneration in your bylaws. Before deciding to provide remuneration for directors, careful consideration will need to be given to the applicable rules and regulations.
– Officers. The directors can appoint officers, such as a President, Secretary and Treasurer, to help them carry out specific duties, but unless the society’s bylaws specifically require that officers be appointed, officer appointments are not mandatory.
– Members. Your society must have at least one member who can vote on important matters relating to the society, including the election of directors.
A society can provide for one or multiple classes of members in its bylaws, set the terms of membership and any membership dues. Unless a society’s bylaws specifically require otherwise, an individual under the age of 19 may be a member of a society.
4. Bylaws
Fourth, consider the practical questions that come with the day to day running of your society.
It is important to consider how decisions will be made, who will have the authority to sign documents, and what your membership will look like. The rules and procedures relating to these matters will then need to be set out in the bylaws of your society.
While the Act provides “model bylaws” that are a helpful starting point, they are generic and may not capture all of the needs and considerations of your society.
5. Ongoing Compliance
Finally, you’ve made it! While incorporating can be a helpful first step, it is important to remember that your society requires ongoing maintenance, such as:
– Maintaining adequate books and records, including minutes of meetings;
– Preparing financial statements;
– Hosting of annual general meetings; and
– Filing annual reports to keep your society in good standing.
For any questions about incorporating a society, or ongoing compliance for an existing society, please do not hesitate to contact our Charities & Not-For-Profits Group.
