Societies Act White PaperSEPTEMBER 24, 2014

PRESENTED BY: JUDE CRASTA, AVP EXTERNAL

PREPARED BY: PIERRE CENERELLI, UNIV. & GOV. RELATIONS ADVISOR

Society Act Review: Background

The Society Act is the provincial law governing the creation and basic governance of societies in British Columbia

No significant changes since 1977 2009: Ministry of Finance launches

Society Act review with a letter to stakeholders seeking general input

2011: A Discussion Paper invited public comment on specific reform proposals

White Paper: Basic Objectives

Government’s basic objectives: Maintain basic framework of current Society

Act

Add new rules and procedures from corporate legislation

Enhance flexibility of societies, through increased governance options (including proxy voting) and removing restrictions on directors’ authority

All of these questions can now be dealt with as needed in the bylaws

“Member funded” societies

One fundamental policy change: Creation of “member funded” societies category

Charities or societies relying on public donations or funding cannot obtain this status

White Paper states that student societies cannot become “member funded” societies (presumably because student fees are not optional)

This change should have a limited impact on the AMS, since we meet or exceed most of the requirements set out in the proposed Act

Other major changes

Majority of directors cannot be employed by or under contract to the society

Remuneration paid to directors and highest paid employees and contractors made public

Clarifying record-keeping and access to records

Setting out default governance provisions

Other major changes (continued)

Rationalizing distribution rules to prevent assets from being improperly disbursed and clarifying directors’ liability for improper payments

Providing greater legal protections for directors, including court-ordered relief in legal proceedings and a defence for reasonable reliance on expert reports

Clarifying that bylaw authorization is needed if directors are to be paid for their services

Other major changes (concluded)

Requiring disclosure of loans or other financial assistance

Streamlining society constitutions and allowing unalterable provisions only in bylaws, which can be altered by special resolution

Creates a mandatory online filing system for incorporation, bylaw changes and other filings at the corporate registry

AMS: Potential issues

Potential issues for the AMS are analyzed in greater length in a table prepared by the University and Government Relations Advisor

Will integrate comments from permanent and student support staff

Will be distributed to Council members by the end of the week and will be used to formulate official response to the government

Questions?